Last Updated: October 3, 2024.
Outhire Inc. (“Outhire”, “us”, “we”, or “our”) owns and operates the website located at www.outhire.ca (“Website”) and provides the recruitment and talent matching services described on the Website (“Services” and together with Website, “Offering”). These terms of service (“Terms”) apply to all users of the Offering, including users who submit any information to us through the Services, End Users (defined below), and users who simply view the content on or available through the Website (collectively with End User and Candidate, “User”, “you”, or “your”).
By taking an action to indicate acceptance (such as clicking a checkbox) or by using the Offering, you acknowledge that you have read and understood these Terms, which constitute a binding legal agreement between you and Outhire and shall be is effective as of the date of your acceptance of these Terms. If you do not accept these Terms, then do not use the Offering. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.
Outhire may revise these Terms at any time and at our sole discretion. Any non-material change to these Terms will become effective on the date the change is posted. Any material changes to these Terms will be effective: (i) immediately if you are a new User; and (ii) if you are an existing User, upon the earlier of (a) thirty (30) days after notice is provided of such changes, which notice may be provided by updating the “Last Updated” date above, through email or through the Offering (as applicable), or (b) your acceptance of the updated Terms.
Please note that the collection, use and disclosure of your personally identifiable information (“Personal Information”) will be governed by our Privacy Policy located at [insert link] (“Privacy Policy”). By using the Offering, you consent to our collection, use, and disclosure of Personal Information and other data as outlined therein.
1. The Services. You may use Outhire as follows:
2. Eligibility. By using the Offering and agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; or (ii) that you are the legal guardian of the User under the age of eighteen (18) and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Offering subject to these Terms; (iii) that you have not previously been suspended or removed from the Offering; and (iv) that your use of the Offering is in compliance with any and all applicable laws and regulations.
3. Registration. Candidates must register and open an account through the Website to receive the Services (“Candidate Account”). End Users will be required to register and onboard onto a Third-Party Service to receive the Services (“End User Account” and together with Candidate Account, “Account”). In all cases, Users agree to provide accurate, current, and complete Account registration information requested by any registration forms (“Registration Data”).
4. Account. You are responsible for safeguarding your Account credentials, and you are responsible for any activities or actions under your Account. Accounts may not be shared. You agree to keep your Account credentials secure, to prevent unauthorized access to or use of your Account, and to notify Outhire promptly upon becoming aware of any such unauthorized access or use. Outhire will not be liable for any loss or damage arising from your failure to comply with these requirements. In the event of a dispute regarding the Account owner, Outhire reserves the right to verify email addresses and domains and/or request documentation to determine or confirm account ownership. If Outhire is unable to reasonably determine the rightful Account owner, without prejudice to our other rights and remedies, Outhire may suspend or disable an Account from receiving Services until resolution has been determined. Notwithstanding the foregoing, End Users Accounts shall be subject to the applicable terms and conditions of the Third-Party Services.
5. License of Use. The Offering, and any information and materials they contain, are the property of Outhire and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms, including all use restrictions and payment of any applicable Fees (defined below), Outhire grants you a non-transferable, non-exclusive, limited license to use the Services for your internal business purposes.
6. Visual Resume. For Candidates wishing to use our Services to seek employment, we will use your User Data to create a visual resume (“Visual Resume”). As part of our talent matching process, Visual Resumes are shared with End Users to enable the End User to evaluate a Candidate’s prospective employment with the applicable End User. Upon a Candidate’s request, we may review and correct their Visual Resume as applicable, but we do not provide copies of or access to a Visual Resume.
7. Intellectual Property Rights. Outhire owns and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights, together “Intellectual Property Rights”), in and to the Offering, Visual Resumes, trademarks, branding, and materials including all modifications, derivatives, improvements and enhancements to the same. You acknowledge and agree that you have no right, license or authorization with respect to any of the technology underlying the Offering (including any Intellectual Property Rights therein) except as expressly set forth in these Terms.
8. Data Rights.
9. Restrictions on Use of the Services. In using the Offering, you shall not:
10. Payment Terms. Unless otherwise provided in a Service Agreement, the payment terms for Services shall be as follows:
11. Third-Party Services. The Offering may integrate with or rely on third-party platforms and services that are not owned or controlled by Outhire (collectively, “Third-Party Services”). User acknowledges that the use and enabling (as applicable) of any such Third-Party Services will be subject to any terms which govern and/or apply to such Third-Party Services. You acknowledge that we are not responsible for the products and services provided by any Third-Party Services, and that Outhire is not the author or owner of any Third-Party Services and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Services.
12. Support. Any support issues with the Offering which you cannot resolve should be notified to us. We will use commercially reasonable efforts to make the Offering available at all times except for: (a) planned downtime, including but not limited to maintenance; or (b) any unavailability caused by circumstances beyond Outhire’s reasonable control, including without limitation, issues with Third-Party Services, malfunction of computer or network equipment, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, health pandemics, strikes or other labour problems. Notwithstanding the foregoing, End Users shall be required to contact the Third-Party Service regarding any issues with the applicable Third-Party Service, and Outhire shall provide reasonable assistance in resolving such issues but ultimately shall not be responsible for any such issues.
13. Confidential Information. “Confidential Information” means all information, including User Data, disclosed by a party to these Terms (“Disclosing Party”) to the other party (“Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the performance of its obligations to the Disclosing Party in connection with the Services, except with the Disclosing Party’s prior written permission. Receiving Party may disclose Confidential Information to its employees, contractors, and representatives in connection with performing its Services obligations, provided such parties are bound to confidentiality obligations no less strict than this Section 13. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care). If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
14. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. TO THE GREATEST EXTENT PERMITTED BY LAW, THE OFFERING IS PROVIDED ON AN "AS IS" BASIS AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT OR SERVICE PROVIDED UNDER THESE TERMS OR IN CONNECTION WITH THESE TERMS BY OUTHIRE. OUTHIRE DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. OUTHIRE DOES NOT REPRESENT OR WARRANT THAT THE OFFERING SHALL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE OFFERING WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT ALL ERRORS OR DEFECTS ON THE OFFERING CAN BE FOUND OR CORRECTED. IT IS YOUR SOLE DECISION TO ENTER INTO AN EMPLOYMENT OR CONTRACTOR RELATIONSHIP WITH A THIRD PARTY AS A RESULT OF THE SERVICES AND OUTHIRE DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES ASSOCIATED WITH YOUR DECISION TO DO SO.
15. LIMITATION OF LIABILITY. OUTHIRE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THE USE OF, RELIANCE ON, OR INABILITY TO USE THE OFFERING EVEN IF OUTHIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUTHIRE’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED FIFTY CANADIAN DOLLARS ($50). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
16. Indemnification. To the extent permitted under applicable law, you shall, at your own expense, indemnify and hold Outhire and its subsidiaries, affiliates, representatives, successors and assigns (“Indemnified Parties”) harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys’ fees) awarded against or incurred by Indemnified Parties as a result of any third party claim arising in connection with User Data shared by you through the Offering and/or any violation by you of these Terms, terms governing Third-Party Services, the rights of Indemnified Parties or any third party, or any applicable law or regulation. For the purposes of this Section 16, you acknowledge that Outhire is acting as agent and trustee for Indemnified Parties. Outhire will provide notice to you of any claim, suit, or proceeding requiring indemnification in accordance with this Section 16. Outhire reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 16, and you agree to cooperate with any reasonable requests assisting Outhire’s defense of such matter. This Section 16 does not require you to indemnify Outhire for any unconscionable commercial practice by Outhire or for Outhire’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Offering.
17. Term & Termination.
18. Availability & Updates. Outhire reserves the right to alter or discontinue the Offering at any time and for any reason or no reason without notice. Outhire may periodically add or update the information and materials on the Offering or update the Offering without notice.
19. Security. Information sent or received over the internet is generally unsecure and Outhire cannot and does not make any representation or warranty concerning security of any communication to or from the Offering, or any representation or warranty regarding the interception by third parties of User Data or other information you submit to us via the Offering.
20. Governing Law; Dispute Resolution. These Terms will be governed by the laws of the Province of Ontario and the federal laws applicable therein. Neither the United States Convention on Contracts for the International Sales of Goods nor the Uniform Computer Information Transactions Act will apply to these Terms. You and Outhire shall use all reasonable endeavors to discuss and resolve any dispute which may arise out of or in connection with these Terms. If you and Outhire cannot resolve the dispute within ten (10) business days, you and Outhire will attempt to settle it in good faith by mediation. To initiate the mediation, either Outhire or you must give notice in writing to the other party requesting a mediation. A copy of the request should be sent to ADR Chambers. The mediation will take place in Toronto, Ontario and the language of the mediation will be English. The mediation shall be governed by and construed and take effect in accordance with the substantive law of the Province of Ontario. If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as you and Outhire may agree to in writing, the dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act (Ontario), and arbitration proceedings shall take place in Toronto, Ontario before one (1) arbitrator. In the event you and Outhire are unable to agree as to the appointment of an arbitrator for any reason, then such arbitrator shall be selected randomly by ADR Chambers. You shall bear your own legal costs in connection with a mediation and/or arbitration under these Terms.
21. General. These Terms constitute the entire agreement between you and Outhire relating to Offering, provided that if you are an End User, these Terms and the Service Agreement constitute the entire agreement between you and Outhire relating to Offering. If you are an End User, in the case of any inconsistent or conflicting terms between the Terms and a Service Agreement, the Service Agreement will govern to the extent of the inconsistency or conflict. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Outhire to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Outhire must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise, without Outhire’s prior written consent. Outhire may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Outhire’s business, shares or assets.
