The following Terms of Use create a legally binding agreement (the “Agreement”) between you and 2202245 Ontario Inc., carrying on business as Resonant Solutions (the “Company”) regulating your use of the Labourly™ platform sometimes referred to herein as “Labourly™” or the “Platform”. Accordingly, the Company, Labourly™ and the Platform shall be used interchangeably in this Agreement.

The use of all personal data submitted to or collected by Labourly™ is governed by our privacy policy (“Privacy Policy”). A copy of our Privacy Policy is available here. In using the Platform, you acknowledge that you have reviewed the Privacy Policy. By registering with Labourly™ you are consenting to the acceptance this Agreement and the Privacy Policy, as well as any future revisions and additions to this Agreement.

PLEASE BE AWARE THAT IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS LABOURLY™.

General highlights of these Terms of Use:

• You acknowledge that Labourly™ does not oversee, manage, director, regulate, or monitor a Candidates work (Section 4).
• You acknowledge that Candidates are not employees, independent contractors or service providers of Labourly™ (Section 4).
• You must be at least eighteen (18) years of age, and otherwise capable of entering into binding agreements, in order to use or access Labourly™ (Section 5).
• You agree that the technology used for Labourly™ is provided “as is” and without warranty (Section 13).
• You acknowledge and agree that Tenants are exclusively responsible for establishing if their choice of Candidate is qualified (Sections 4 and 13).
• You agree that that Labourly™ provides no warranty and holds no liability regarding the acts of Customers on the Platform (Section 13 and 14).
• You agree that that Labourly™ provides no warranty and holds no liability resulting from a Customer’s use of or inability to use the Platform (Section 13 and 14).
• You agree to hold harmless and indemnify the Company from claims due to your use of or inability to use the Platform (Section 15).

1. Definitions

1. “Affiliate” means any person, firm, corporation, association, organization, or unincorporated trade or business that, now or hereafter, directly or indirectly, controls, is controlled by, or is under common control with the Company;
2. “Candidates” means job candidates utilizing Labourly™;
3. “Clients” means the clients of Tenants where the Tenant is acting as a staffing agent for the Client;
4. “Customer Created Content” means any data or materials that the Customer provides to Labourly™ in connection with the utilization of Labourly™;
5. “Customers” means all persons and entities who visit, use or access any of the services of Labourly™;
6. “Tenants” means paying monthly or yearly subscribers of Labourly™ who subscribe to the Platform for their business needs or as agents for other businesses to which they perform recruitment services;

2. About Labourly™

Labourly™ is a smart and rapid-response platform that manages certification and licensing deadlines while automatically connecting qualified Candidates to meaningful employment in Canada. Labourly™ uses artificial intelligence to facilitate uploads and workflows, create reports, and make smart hire suggestions. This Agreement applies to all Customers of Labourly™. The Company reserves the right to amend or discontinue, temporarily or permanently, all or any portion of the Platform at its sole discretion.

Customer Created Content

For the purposes of managing candidate certification and licensing deadlines, Customers of the Platform have the option of uploading Customer Created Content. Customers are solely responsible for Customer Created Content, and accordingly, the Company has no responsibility to monitor or review Customer Created Content but reserves the right to limit or remove Customer Created Content if it is not compliant with the terms of this Agreement. In addition, the Customer acknowledges and agrees that that the Company is not involved in the production of Customer Created Content and cannot be held liable for any claims arising out of or relating to Customer Created Content.

The Customer hereby represents and warrants that all Customer Created Content will not:

1. be untrue, inaccurate, incomplete or deceptive;
2. include any illegal content;
3. be in any way defamatory, libelous, malicious, intimidating, or harassing; or
4. be obscene or pornographic.

The Platform hosts User Created Content relating to reviews and ratings of specific Candidates (“Reviews”). Reviews are the opinions of Tenants and Clients and are not substantiated, endorsed, authorized, by the Company. You agree that the Company is not responsible or liable for any Reviews or opinions published by other Customers. Labourly™ urges Customers to provide objective, helpful and honest Reviews. the Company is not obliged to investigate any statements posted by Customers.

4. Candidates are Independent of Labourly™

CANDIDATES ARE NOT THE EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF THE COMPANY. FOR CLARITY: LABOURLY™ DOES NOT HIRE OR EMPLOY INDIVIDUALS TO SERVE AS CANDIDATES.

CUSTOMERS HEREBY ACKNOWLEDGE THAT LABOURLY™ DOES NOT OVERSEE, MANAGE, DIRECT, REGULATE OR MONITOR THE WORK OF CANDIDATES AND EXPRESSLY DISCLAIMS (TO THE EXTENT THAT IS PERMITTED BY LAW) ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, STATUTE, REGULATION, OR CODE.

Labourly™ is not an employment agency service or business and Labourly™ is not an employer of any Candidate. Customers acknowledge and confirm that they are responsible for exercising their own business judgment in entering in to agreements of any kind with one another.

5. Representations and Warranties

All Customers represent and warrant that:

• You are at least 18 years of age, and are otherwise capable of entering into binding agreements;
• You are eligible to register and use the services of Labourly™ and have the right, power, and ability to enter into and perform under this Agreement;
• Any information that you provide is accurate, true, and represents your business or personal identity;
• You and all transactions and interactions initiated by you will comply with all federal, provincial, territorial, and local laws, rules, and regulations applicable to you or your business, including all laws governing the protection of personal information, anti-spam legislation and consumer protection laws;
• You will not use the services of Labourly™, directly or indirectly, for any fraudulent mission or in any manner so as to interfere with the operations of Labourly™; and
• Your use of the services of Labourly™ will at all times be in compliance with this Agreement.

6. Contract between Customers

Labourly™ is not a party to any agreement formed between Customers. The Candidate assumes full and sole responsibility for their own acts and omissions.

7. Acceptable Use of Labourly™

When using the Platform, Customers may not:

• Use the Platform for any unauthorized or illegal purpose;
• Post “spam” by posting the same job repeatedly;
• Remove, change, or misuse, any copyrights, trademarks or proprietary marks or rights owned by the Company;
• Upload any item to the Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;
• Use the Platform in a manner that is untrue or misleading;
• Use the Platform in any way that violates this Agreement; or
• Register under alternative usernames or identities after your account has been suspended or terminated, or register under multiple usernames or false identities, or register using a false or disposable email or phone number.

8. Billing and Payment

In the course of using the services of the Platform, the Tenant, and not Labourly™, is responsible for payment to the Candidate for jobs or shifts fulfilled as a result of the Platform’ services. Labourly™ is not obligated to compensate a Candidate for Tenant’s failure to pay for contracted services.

Customers agree to pay for the services through a third-party billing portal.

9. Suspension, Deactivation, and Termination

Pending any investigation for a potential breach of this Agreement, Labourly™ reserves the right to suspend any Customer for an amount of time required to complete the investigation.

Labourly™ may deactivate a Customer’s account as a result of a determination of any such breach of this Agreement. If Labourly™ suspends or deactivates your account, pursuant to Section 7 you are subsequently prohibited from registering and creating a new account under any circumstances.

The Company reserves the right to take appropriate legal action pursuant to the Agreement regardless of whether an account has been suspended or deactivated.

A Customer may terminate this Agreement at any time by ceasing all use of Labourly™ and deactivating their account.

10. Links to Third-Party Websites

Labourly™ may contain links to third-party websites. These third-party links do not amount to endorsement by Labourly™ or association with those websites, their content, or their owners. The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policy for that website. Customers access such third-party websites at their own risk. Labourly™ expressly disclaims any liability arising in connection with Customers interacting with websites or other material associated with links that may appear on the Platform. You hereby agree to hold Labourly™ harmless from any liability that may result from the use of links that may appear on the Platform.

11. Confidential Information

In using the Platform you may be provided with information or be exposed to certain features and functionality that are not known or accessible to the general public, including, but not limited to, login credentials, technology, dashboards, and procedures and documentation relating to the services provided by Labourly™ (“Confidential Information”). You hereby agree that:

• (a) all Confidential Information will remain the exclusive property of Labourly™
• (b) you will use Confidential Information only as is necessary for your use of the services provided by Labourly™ in accordance with this Agreement;
• (c) you will not divulge Confidential Information to any third party; and
• (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement.

12. Changes to this Agreement and Platform

Labourly™ reserves the right, at its sole and absolute discretion, to change, alter, add to, supplement, suspend, or delete any of the terms and conditions of this Agreement and reserves the right to review, improve, change or discontinue, temporarily or permanently, the Platform itself with or without prior notice and without any liability the Company.

13. Use of Labourly™ Is Entirely At Your Own Risk

You agree that your use of the Platform shall be at your own risk. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF. ACCESS TO THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS. NEITHER THE COMPANY NOR ITS AFFILIATES MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO IT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES POSTED TO THE PLATFORM (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED BY THIRD PARTIES; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; AND (V) EVENTS BEYOND OUR REASONABLE CONTROL.

Furthermore, the Company and its Affiliates are not responsible for the conduct of any Customer, and do not warrant that the Platform is free from viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. the Company and its Affiliates will employ appropriate technical and administrative measures to ensure a degree of security adapted to the risk for any personal information supplied by you.

Notwithstanding any feature of the Platform that a Tenant may use to select a Candidate, each Tenant is responsible for choosing a Candidate and the Company does not warrant any services contracted by a Tenant and does not recommend or endorse any particular Candidate. FOR CLARITY, THE COMPANY DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY CANDIDATE’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION, OR LICENSURE.

14. No Liability

IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO LABOURLY™ IN THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR ANY OTHER BASIS AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

THE COMPANY AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN CUSTOMERS OF THE PLATFORM.

15. Indemnification

You agree to defend, indemnify and hold harmless the Company and all of its Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the Platform including any data or content transmitted or received by you; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) your violation of any applicable law, rule or regulation; (v) any claim that your Customer Created Content caused damage to a third party; (vi) any other party’s access and use of Labourly™ with your account or log-in information; and/or (vii) your intentional or willful misconduct, or negligence.

This defense and indemnification obligation will survive these Terms of Use and your use of the Platform.

16. No Agency; No Employment

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

17. General

Failure by Labourly™ to enforce any provision(s) of this Agreement will not be interpreted as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and the Company. You hereby acknowledge and agree that we may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. This Agreement may not be assigned or transferred by you without our prior written approval. Any assignment in violation of this Section 17 shall be null and void. This Agreement will enure to the benefit of the Company, its successors and assigns. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement or your use of the Platform.

18. Notices and Consent to Receive Notices Electronically

Any demand, notice, direction or other communication required or permitted to be given under this Agreement shall be given in writing and may be given by personal delivery, by courier, by registered mail, by facsimile transmission, by electronic mail or by regular mail addressed to the recipient at the address shown on the first page hereof or to such other address or person as may be designated by notice by either party to the other. Any such communication, if delivered personally, by courier or by registered mail, shall be deemed to have been given and received on the date on which it was received at such address, or, if sent by regular mail, shall be deemed to have been given and received on the date which is five days after the date on which it was mailed, provided that if either such day is not a business day, then the notice shall be deemed to have been given and received on the business day next following such day. Any notice transmitted by facsimile transmission, electronic mail or other form of electronic communication shall be deemed to have been given and received on the date of its transmission provided that if such day is not a business day or if it is received after the end of normal business hours on the date of its transmission at the place of receipt, then it shall be deemed to have been given and received at the opening of business in the office of the recipient on the first business day next following the transmission thereof. If any form of communication is interrupted by strike, slowdown, force majeure or other cause, a notice, direction or other instrument sent by the impaired means of communication will not be deemed to be received until actually received, and the party sending the notice shall utilize any other such service which has not been so interrupted to deliver such communication.

19. Consent to Electronic Signatures

By using Labourly™, you agree to transact electronically through the Platform. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third-party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.

20. Agreement to be Contacted by Telephone

When using Labourly™, we may request your consent to contact you by telephone. By granting such consent, you authorize Labourly™ to contact you by telephone. You may revoke this consent to be contacted by telephone by emailing [email protected].

21. Worker Classification and Withholdings

Labourly™ does not employ Candidates and is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding. Candidates are solely responsible for payment of their own income tax and all other taxes, levies and premiums (Canadian Pension Plan, Employment Insurance, Employer Health Tax, etc.) payable in connection with any income earned pursuant to this Agreement. You agree to make such payments and contributions directly on your own behalf and to indemnify and hold the Company and its Affiliates harmless from and against any and all liability arising from your failure to do so.

22. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

23. Acknowledgement and Consent of the Agreement

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE ABOVE TERMS OF USE. I AGREE THAT MY USE OF LABOURLY™ IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.