The following summary (“Summary of Terms”) is subject to the terms and conditions set out in the schedules to this agreement (and together, this Summary of Terms and all applicable schedules are the “Agreement”).
If any End-User or Business does not agree to this Agreement, such End-User or Business shall agree to not use the Product and in doing so shall not be granted a license to the Product. See “Acceptance of the Terms”, below.
Last Modified Date: October 1, 2019
Effective Date: October 1, 2019
This Agreement is between:
1. Workholler Inc., a company incorporated under the provincial laws of Ontario (the “Company”, and
2. The “Contractor” or “Business” (each an “End-User”) who has registered for the use of the Product, and together with the Company, each a “Party” , and collectively the “Parties”).
“Contractor” means the individuals that have registered on the Workholler platform that are seeking temporary work position with a Business.
“Business” means an entity or individual that may validly employ a worker and has a temporary work position that Business wants to fill with a Workholler Contractor, as well as any individual representative of the Business that interacts with the Product on behalf of the Business.
“Product” or “Platform” means the Workholler platform, accessed via www.workholler.com or any Workholler mobile application available through the Apple App Store or the Google Playstore, that allows Businesses to connect with Workholler’s network of Contractor to fill temporary employment positions.
“Work Placement” means the Contractor has secured a position that was advertised by a Business on the platform.
Business and/or End-User further agree to abide by all the terms in the Apple App Store end user licensing agreement, or any other applicable Apple agreement, so long as such agreement does not conflict with the terms herein.
Summary of License Terms. During the Initial Term or subsequent Renewal Term (as defined below), the Company grants to the End-User a non-exclusive, non-transferable, non-sublicensable, revocable license to the Product, the features of which are described in “Schedule A” to this Agreement.
The license can be revoked for breach of the Agreement and/or for any of the Prohibited Uses as defined below in Schedule “B” to this Agreement, examples of which are submission to the Company or any other End-Users of objectionable content, and/or acts of abuse to the Company or to any other End-Users, and/or of any Prohibited Use of the product, among others).
Complete license terms are contained in Schedule “A” to this Agreement.
Fees and Compensation: Workholler charges fees to Business’s for successfully completed Work Placements pursuant to the terms set out in schedule “D” (Business Agreement). Contractors are entitled to receive compensation for successfully completed Work Placements pursuant to the terms set out in schedule “C” (Contractor Agreement).
All payments shall be in Canadian dollar (“CAD”) and made at the Business and/or End-User’s option by electronic transfer, cheque or credit card to the Company.
This Agreement shall apply to each End-User commencing from the time that such End-User first registers to use the Product (the “Effective Date”) and, subject to the clauses that survive this agreement, until termination of the Agreement by either Party or the End-User closes the End-User’s Account (the “Term”).
The Product is provided “As-Is” as set out in section 9 (Limitation of Liability) of Schedule A (Terms and Conditions).
For support inquiries, or to report objectionable content, please contact the Company at firstname.lastname@example.org.
This Agreement will govern the Business and End-User access of the Workholler Product, whether accessed: (a) on a computer connected to the internet at www.workholler.com or accessed via a mobile application in the Apple App Store or the Google Play store (the “Website”); (b) on the Company social media properties including, www.facebook.com/workhollers, www.instagram.com/workholler, and twitter.com/hashtag/workholler; and/or (c) by downloading on a mobile hardware device (individually and collectively, (a), (b), and (c) are the “Product”), as owned and operated by the Company.
No End-User may use the Product or accept this Agreement if such End-User is not of a legal age to form a binding contract with us. In accepting this Agreement, each End-User represents that such End-User has the capacity to be bound by this agreement and if the End-User is entering into this Agreement on behalf of a Business, company, organization or any other legal entity (each, individually, an “Entity”), End-User is agreeing to the terms of this Agreement for that Entity and representing to Workholler that End-User has the legal authority to bind such Entity and its affiliates to this Agreement.
Pursuant to the amendment restrictions set out in Applicable Law (define below), the Company may add to, discontinue or revise this Agreement or any aspect, mode, design, or service provided under the Product which include but are not limited to the:
The Company may amend this Agreement without notice for non-material amendments. In the event of a material change during the Term, we will provide the End-User with thirty (30) days’ notice (or the minimum notice period as required under Applicable Law, whichever is greater) of any such change (including changes in pricing) via e-mail to the e-mail address supplied to the Company by the End-User, setting out:
It is the End-User’s responsibility to send such notices of material changes to all and any End-Users associated with the End-User’s account. The Company highly recommends that each End-User read any amendments carefully. Unless explicit consent is required by the law, the Company has the right to assume that each End-User accessing the Product through the Product registration has accepted the change to this Agreement, unless such End-User notifies the Company to the contrary, no later than thirty (30) days after the amendment comes into force (or the minimum number of days as required under Applicable Law, whichever is greater), that such End-User desires to cancel the contract or deregister or unsubscribe from access to the Product.
The Company will post the most current terms to this Agreement within the Product and the End- User’s use of the Product will be subject to the most current terms as posted on the Product at such time. It is the End-User’s responsibility to visit this page to find any updates that may have been made to the Agreement. Each End-User hereby agrees that the Company shall not be liable to such End-User for any amendments to the Agreement.
All payments shall be in Canadian dollars and made by electronic transfer, cheque, credit card, or via a third-party payment provider to the Company. Payment from End-Users will be due upon delivery of an electronic invoice from the Company to the Business and/or End-User monthly, as applicable. If there are any paid components of the Product, any amounts payable by the End-User hereunder which remain unpaid seven (7) days after an invoice is delivered shall bear interest at the rate of one percent (1%) per month (up to a maximum of twelve (12%) percent per annum, or the maximum amount allowable by law, such interest to be calculated on a daily basis from the date that the payment first becomes overdue until the date payment is made in full.
End-Users may terminate their relationship with the Company by closing the End-User’s Account or by notifying the Company via email at email@example.com. If a Business has more than one End-User registered on behalf of the Business, then the services provided by the Product and any applicable fees shall continue until the Business has notified the Company of the Business’s desire to unsubscribe from the Product, to close all End-User accounts associated with the Business, and to cease the Business’s End-User’s use of the Product.
The Company may suspend provision of the Product in the event that the an Business fails to make any payment when due and pursuant to the terms of Schedule D (Business Agreement), the Business ceases to carry on its business in the normal course, if an event of Prohibited Use (as described in Schedule “C” to this Agreement) occurs, or if End-User is in material breach of the Agreement. Suspension shall have no effect on the payment obligations of a Business during the Agreement Term. A suspension event shall be included in the definition of End-User material breach. The End- User agrees to pay the Company’s reasonable expenses, including lawyer and collection agency fees, incurred in enforcing the Company’s right to payment.
At the Company’s discretion, the Company may terminate this Agreement immediately at any time and for any reason including, but not limited to:
Upon termination of this Agreement with the End-User, the Company immediately revokes the End- User’s license to use Product and may block all access to the End-User’s account, and may delete all data and information associated with the End-User’s account for fourteen (14) days after such termination.
In order to use the Product, the End-User must register using the Company’s registration page located within the company’s website or mobile app. The End-User understands and agrees that a representative of the Business’s organization may register as the End-User for an account.
Registration Information : The End-User agrees and understands that the End-User is responsible for maintaining the confidentiality of the End-User’s password, which, together with the End-User’s name and e-mail address (“User ID”), allows the End-User to access the Product. The End-User ID and password, together with any other contact information the End-User provides the Company at the time of signing up for the Product comprise the End-User’s “ Registration Information.” The End- User agrees that all Registration Information provided to the Company will be accurate and up-to- date. The End-User agrees to keep the End-User’s password secure. The Company will not be liable if the Company is unable to retrieve or reset a lost password. If the End-User becomes aware of any unauthorized use of the End-User’s password or account, the End-User agrees to notify the Company via e-mail at: firstname.lastname@example.org as soon as possible.
Competitors : Workholler competitors may register to use the Company Platform provided that the competitor informs Company prior to the competitor’s registration and Company provides the competitor with approval to register in writing. If Workholler determines, in its sole discretion, that an End-User is a competitor that is using the Platform without Workholler’s written approval, then Workholler reserves the right to immediately suspend and terminate the applicable End-User’s account, and may pursue legal action to seek any remedies available to Workholler at law or in equity.
Permitted Uses : The End-User agrees to use the Product only for purposes that are permitted, both by the Agreement and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. The End-User agrees to adhere to any applicable privacy of personal information laws and regulations
Unauthorized Access : The End-User agrees to only access (or try to access) and use the Product through interfaces provided by us. The End-User shall not access (or try to access) and use the Product through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. The End-User agrees not to use or attempt to use another End-User’s account. The End-User agrees not to impersonate any person or entity, or falsely state or otherwise misrepresent the End-User, the End-User’s personal information, or the End-User’s affiliations with any person or entity.
Moderation of content created by the End-User : The End-User understands and agrees that although the Company is not required to moderate the End-User’s use of the Product, the Company may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate this Agreement or which might be objectionable, offensive, indecent, illegal, or that might violate the rights, harm, or threaten the safety of others. Company is not responsible or liable for any content uploaded by End-User and End-User agrees to indemnify the Company for any claims arising out of the content the End-User uploads to the Platform.
Objectionable content created by others: The End-User understands that when using the Product, the End-User may come across material that the End-User finds objectionable, offensive or indecent and agree that the End-User is using the Product at the End-User’s own risk. The End-User may alert the Company by using the support contact information contained herein.
User Responsibility : The End-User agrees that the End-User is solely responsible for any breach of the End-User’s obligations under the Agreement and for the consequences of any such breach. The Company has no responsibility to the End-User or to any third party for such breaches or the consequences of such breaches (including losses or damage that may incur).
Technical Requirements: Use of the Product requires internet access through the End-User’s computer. The End-User may be required to have the most up-to-date IOS operating system to use the Product, and some features of the Product may not be accessible with such technologies disabled.
User Responsibility for Equipment. The End-User agrees to be responsible for obtaining and maintaining any software, browsers, hosting services, other equipment and ancillary services needed to connect to, access or otherwise use the Product.
The Product may link to third-party websites and/or resources. Such links are provided as a convenience to the End-User only and do not imply an endorsement, warranty or guarantee by the Company of any such linked website or the company it purports to represent. The Company does not assume any responsibility or liability for the availability or accuracy of such links, and/or the content products or services provided at the destinations of such links. The Business and/or End- User is solely responsible for use of any such websites or resources and compliance with their policies. Should the End-User elect to enter into a binding contract with any such third party website and/or resource, the Business and/or End-User agrees to hold the Company harmless and hereby release the Company from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of the End-User’s actions or the actions of any End-User associated with the End-User’s account, offering to accept or having accepted any products or services that are available from those sites.
Rights to content provided by us. The End-User acknowledges and understands that we own all right, title and interest in: (a) the Product and all improvements, enhancements or modifications thereto; (b) the Product and any associated data files; and (c) all computer software; advertisements; sponsored content; and intellectual property associated with the Product (all such information, individually and collectively, being the “ Product Content ”), which the Business and/or End-User may have access to when using the Product.
Know-How. Subject to the provisions hereof respecting confidentiality and intellectual property, the Company shall be free to use any ideas, concepts or know-how developed or acquired by the Company during the provision of the Product under this Agreement to the extent obtained and retained by the Company’s personnel as impressions and general learning (the “Know-How”). Nothing in this Agreement shall be construed to preclude the Company from enhancing the Product based on the accumulation of Know-How.
The End-User is not required to provide the Company with any comments, suggestions, recommendations, bug reports, requests or any other feedback (“Feedback”). In the event that the Business and/or End-User do provide the Company with Feedback, the Company may use such feedback to improve the Product or for any other purpose. Furthermore, the Company shall own such Feedback and the Company and its affiliates, licensees, clients, partners, third-party providers and other authorized entitled may use, license, distribute, reproduce and commercialize the Feedback, and the Business and End-User hereby assigns, irrevocably, exclusively and on a royalty- free basis, all such Feedback to the Company
Limited license: The Company hereby grants the End-User a non-exclusive, non-transferable, revocable, limited license to use the Product in accordance with this Agreement and the License Restrictions set out in the Summary of Terms . This limited license is subject to full payment of the Fees when due. This license may be revoked by the Company upon breach of this Agreement by the End-User and shall automatically be revoked upon termination or expiration of this Agreement.
The Company may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Product (each such feature being a “Brand Right” and collectively being the “Brand Rights”). The Company does not grant the End-User or Business any right or license to use any Brand Right other than as expressly set out in this Agreement and in other licenses between the End-User and the Company.
Licence to Brand Marks: End-User and Business agree and understand to grant to Workholler a perpetual, non-exclusive, royalty-free licence to use one another’s name, logos, and/or trademark (individually and collectively described as the “brand”) for the purposes of any press release, advertising, webpage, blog or other promotional, advertising or marketing material so long as no confidential information is disclosed, and such license shall be revocable upon written notice provided in the other in the brand owner’s sole discretion, such discretion to be reasonably exercised. Workholler shall not do or allow to be done any act or thing that will in any way impair the rights of the other party’s brand
The End-User and Business hereby agree to release, remise and forever discharge the Company and the Company’s directors, employees, officers, and the Company’s affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, any use of the Product whatsoever. THE END-USER AND BUSINESS ACKNOWLEDGES AND AGREES THAT: (A) THE PRODUCT IS TO BE USED “AS-IS”, WITH NO WARRANTIES ON FITNESS FOR THE PURPOSE, MERCHANTABILITY OR OF ANY OTHER KIND, WHETHER EXPRESSED OR IMPLIED; AND THE END-USER AND BUSINESS ACKNOWLEDGES, AGREES AND UNDERSTANDS THAT THE END-USER USES THE PRODUCT AT THE END-USER’S OWN RISK; (B) THE COMPANY IS HEREBY RELEASED FROM ANY AND ALL LIABILITY FOR USE OF THE PRODUCT; AND (C) THE END-USER AND BUSINESS HAVE REVIEWED THE FOLLOWING LIST OF POTENTIAL EVENTS SPECIFICALLY DISCLAIMED AS EXAMPLES FOR WHICH THE END-USER HAS SPECIFICALLY RELEASED THE COMPANY FROM ANY AND ALL LIABILITY FOR (AMONG OTHERS):
In the event that there is a finding of liability pursuant to the dispute resolution provisions of this Agreement that is contrary to the foregoing, the End-User and/or Business agree that such damages shall be limited in the aggregate for all Claims related to a Contractor or all of the End-Users registered on behalf of a Business and the Business itself (individually and collectively, the Claimants) to the fees paid to Workholler by a Business in the case of a Business, or wages paid by Workholler to a Contractor in the case of a Contractor, or charges which the Claimants have paid for the Product, if any, in the previous invoice for the services giving rise to the claim, whether or not any or all of the Claimants have been advised of the possibility of such damages or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein.
To the extent permitted by applicable laws, the End-User and/or Business agrees that the End-User and/or Business will defend, indemnify and hold harmless the Company and the Company’s officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, for the End-User’s and/or Business’ breach of this Agreement; the End-User’s and/or Business’ access to and/or use of the Product; and any loss of, or damage to, any property, or injury to, or death of, any person (including the End-User) caused by the End-User’s and/or Business’ access to and/or use of the Product; and (b) specifically, for the End-User’s and/or Business’ breach of the intellectual property rights of any third party to this Agreement; and/or (c) for any Prohibited Use.
The End-User and/or Business agrees that the End-User and/or Business will be solely responsible for all activities that occur under the End-User’s account, whether the End-User and/or Business is aware of them or not. The End-user and/or Business agrees to hold the Company harmless and release the Company from any loss or liability whatsoever that the End-User may incur as a result of someone other than the End-User using the End-User’s password or account, either with or without the End-User’s knowledge. The End-User and/or Business agree to indemnify the Company for any damages, third party claims or liabilities whatsoever that the Company may incur as a result of activities that occur on or through the End-User’s account, whether or not the End-User and/or Business were directly or personally responsible.
The Business and/or End-User agree that the laws of the province of Ontario and the Federal laws of Canada as applicable therein, without regard to the principles of conflict of laws (“Applicable Law”), will govern this Agreement and any dispute of any sort that may arise between the End-User and us. With respect to any disputes or claims, the End-User agrees not to commence or prosecute any action in connection therewith other than in the province of Ontario, and the End-User hereby consents to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario. The Business and/or End-User agrees to pay reasonable attorneys' fees and court costs incurred by the Company to collect any unpaid amounts owed by the Business and/or End-User.
Other than in the event of a dispute, in which case the apportionment of expenses shall be determined pursuant to the dispute resolution rules, each Party shall be responsible for its own legal fees and other expenses incurred in connection with the negotiation of these terms (if any) and the performance of any of such Party’s obligations hereunder.
The Business and/or End-User agree that the Company is not liable for a delay or failure in performance of the Product or the provisions of this Agreement caused by reason of any occurrence of unforeseen events beyond the Company’s reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
The insertions of headings are for convenient reference only and are not to affect the interpretation of this Agreement.
The Business and/or End-User may not, without the Company’s prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. The Company may assign this Agreement to a third party at any time in the Company’s sole discretion. The Agreement will be binding upon and will inure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.
The Business and/or End-User agrees that if the Company does not exercise or enforce any legal right or remedy which is contained in this Agreement or which the Company has the benefit of under any Applicable Law, this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.
All covenants, agreements, representations and warranties made in this Agreement shall survive the Business and/or End-User’s acceptance of this Agreement and the termination of this Agreement.
By providing the Company with the Business and/or End-User’s e-mail address, whether provided directly by the End-User or by the Business on behalf of the End-User, the End-User agrees to receive all required notices electronically, to that e-mail address or by mobile notifications via the Product. It is the End-User’s responsibility to update or change that address, as appropriate.
If the Business and/or End-User have any questions or comments regarding this Agreement, please contact the Company’s head office by email at email@example.com.
The Business and/or End-Users may use the Product only for lawful purposes, and may not use the Product in any manner that:
and any of the foregoing (“Prohibited Uses”) may, once investigated, result in immediate account termination for an End-User account and agreement and/or termination of an agreement with the Business who has registered the account for such End-User.
By accepting this Contractor Agreement, either by clicking the “I accept” button presented with these terms, or registering, accessing or using the Product, You agree to be bound by this Contractor Agreement. You further represent and warrant that you are at least eighteen (18) years of age and legally eligible to work in the Province of Ontario. If you breach this Contractor Agreement in any way, Workholler may terminate, at Workholler’s sole discretion, Your right to use the Product.
YOU ACKNOWLEDGE AND AGREE THAT WORKHOLLER IS A TECHONOLOGY SERVICES PROVIDER THAT DOES NOT PROVIDE EMPLOYMENT TO CONTRACTOR’S USING THE SERVICES.
Your use of the Product may or may not result in contractor opportunities for You. USE OF THE PRODUCT DOES NOT GUARANTEE THAT YOU WILL SECURE A WORK PLACEMENT WITH A BUSINESS OR OF PAYMENT TO YOU OF ANY KIND. WE SHALL HAVE NO OBLIGATION TO YOU TO FIND YOU SUITABLE OR SUFFICIENT EMPLOYMENT OR TO CONNECT YOU WITH ANY BUSINESS. WE SHALL HAVE NO LIABILITY TO YOU FOR FAILURE TO PROVIDE YOU WITH EMPLOYMENT OPPORTUNITIES.
WORKHOLLER FURTHER DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR COSTS, DAMAGES, EXPENSES OR OTHER LIABILITIES INCURRED AS A RESULT OF THE ACTIONS, INACTIONS OR FALSE STATEMENTS OF A BUSINESS. The Company is not responsible for the conduct of any Business. You are solely responsible for your interactions with any Business
“Gig Description” is a description of the scope of Services and is provided in the Gig Request. The Gig Description will provide the necessary to details to inform You of the work required as part of the Services
“Work” means the services outlined in a “Gig Request” that is posted on the Product.
“Gig Request”means the notice that a Business publicly posts on the Product that outlines the type of Services the Business requires completed by a Workholler contractor.
“Service”means the services provided by Contractor to Business during a Work Placement.
“Work Placement”means the Contractor has responded to a Gig Request and the Business has agreed to hire the Contractor to complete the Gig Request.
Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent pursuant to section 6 (Compensation), the relationship between You and Workholler. Under no circumstances whatsoever are You to represent or to hold Yourself out to be an Employee of Workholler or its Affiliates. You shall not be entitled to any of the benefits normally provided to an employee of Workholler. You acknowledge and agree that nothing in this Contractor Agreement is intended or should be construed to create a partnership, joint venture or employment relationship between You and Workholler. You have no authority to bind Workholler and you shall undertake not hold yourself out as employee, agent or authorized representative of Workholler.
As independent contractor you are solely responsible for determine which Gig Requests You respond to and the total number of Work Placements You complete. You acknowledge and agree that use of the Platform and acceptance of Gig Request creates a direct relationship between You and the Business. Workholler does not, and shall not be deemed to, direct, control, or oversee You generally, Your performance under this Contractor Agreement, any training provided by the Business or the work environment. You retain the sole right to determine when, where, and how long You utilize the Services.
Through Your Account You will have the opportunity to provide details regarding Your work experience, industries of interest, Your resume, references, and the ability to upload a video resume (“Contractor Information”). The amount and extent of Contractor Information You wish to post on the Product is entirely at Your discretion. Workholler does not have any requirements as to what information is required. Notwithstanding the foregoing, You hereby agree and acknowledge that an Business may base the Business’ decision to engage with You for a Work Placement on the basis of Work Information provided by You.
It is at Your sole discretion to review Gig Requests posted by Business’ on the Platform. When you agree to complete a Gig Request, You are entering into a legal agreement to provide the requested Services for the compensation outlined in the Gig Request. You shall not accept any Gig Requests if You do not understand what is being asked in the Gig Request or if You are unable to perform Services requested. If You accept a request and do not perform the Services to the Business specifications, then You acknowledge and agree that such failure will amount to a breach of this Contractor Agreement and You will not be entitled to receive compensation for the Work Placement. If You agree to complete a Work placement, You shall, in performing the Services, undertake to:
(i) manage, and be responsible for the tasks and matters assigned to You;
(ii) perform the Work within the budgeted amount of time;
(iii) perform the Work in a complete and diligent manner; and
(iv) immediately alert the Business of any concerns or problems relating to the tasks You are asked to perform.
(v) to arrive at the location and at the time specified in the Gig Description or communicated to you by the Business prior to commencing the Work Placement.
You further represent and warrant that:
(i) You will comply with all applicable law, rules and regulations connected to the performance of the Work Placement.
(ii) You are competent and capable of completing the work as described in the Gig Request or Gig Description; and
(ii) You are competent and capable of completing the work as described in the Gig Request or Gig Description; and
(ii) You are competent and capable of completing the work as described in the Gig Request or Gig Description; and
(iii) You shall not be under the influence of alcohol or drugs while performing any Work Placement.
(iv) That You are of the age of majority in Your jurisdiction, legally entitled to work in Canada, and in compliance with any restrictions relating to the ability to work pursuant to Your Canadian visa (if applicable)
You acknowledge and agree that You have complete autonomy and discretion to provide services or otherwise engage in other business or employment activities. You retain the absolute right to use other software applications for employment in addition to the Workholler platform.
The hours or work required will be either stipulated in the Gig Request or provided to You prior to the start of a Work Placement. You will be required to work the specified number of hours, unless otherwise informed by the Business while You are delivering the Services. If You are asked to end a Work Placement early and the request to leave the Work Placement early is not due to Your breach of this Contractor Agreement, or professional misconduct by You, Your compensation for the Work Placement will be the same as agreed to in the Gig Request. If You are asked to leave a Work Placement early for cause, then You shall not be entitled to the compensation owed for the Work Placement.
The compensation the Business shall pay is provided in the Gig Request or Gig Description. If You accept a Work Request, You are also agreeing to the compensation amount as advertised in the Gig Request.
You hereby appoint Workholler as Your limited payment collection agent solely for the purpose of accepting payment from the Business on Your behalf and agree that such payment from Business to Workholler shall be considered the same as payment made directly by the Business to You. Workholler will be responsible for remitting all payments for completed Work Placements to You by electronic transfer to the bank account information You provide on Your Account. All payments for completed Work Placements shall be made to You within ten (10) business days of the completion date.
You shall be entitled to receive compensation for any completed Work Placement unless there has been a breach of this Contractor Agreement and subject to any applicable provisions of section 11 (Termination)
You may have the opportunity to be selected as an “Approved Contractor” by Workholler. In the event that Workholler contacts You to be an Approved Contractor, You hereby agree to the terms and conditions set out in the Approved Contractor agreement. Please carefully read the terms of the Approved Contractor agreement here: [INSERT LINK TO APPROVED CONTRACTOR AGREEMENT]..
You are solely responsible for the payment of any taxes the may be required arising from the payment of compensation under this Contractor Agreement. You shall comply with any and all laws and regulations governing self-employed workers and You agree to indemnify Workholler for any tax liabilities that may be incurred due to Your failure to remit all applicable taxes.
Workholler shall not maintain any insurance on Your behalf. You are responsible for maintaining, at Your own expense and at Your own discretion, any insurance plans you deem necessary, such as (without limitation) worker’s compensations insurance, general liability, disability insurance, automobile insurance and occupational accident insurance. It is Your responsibility to understand the risks associated with any Gig Request You accept.
You may receive, or have access to, information of an extremely confidential nature during the term of this Contractor Agreement relating to Workholler’s business. You will protect any and all Confidential Information that You receive from any unauthorized use, access or disclosure. You shall handle all Confidential Information with the same standard of care with which You would handle Your own Confidential Information.
No obligation to protect any Confidential Information shall exist under this Contractor Agreement with respect to any information which:
Upon termination of this Contractor Agreement You shall promptly return to WorkHoller and all Confidential Information, and, if instructed to do so by Workholler, You shall destroy any Confidential Information held by You at termination of this Contractor Agreement, and You shall furnish to the a letter of its destruction.
This section 9 (Confidential Information) shall survive termination of this Contractor Agreement.
Ownership. All right title and interest in and to Workholler’s patents, inventions, copyright, trademarks, domain names, trade secrets, specifications, technical briefs, layouts, web or mobile applications, meta data, information submitted through any account on the Workholler platform, and any other intellectual or proprietary rights in any form (the “Intellectual Property”) are exclusively owned by Workholler. No interest, license or right, respecting the Intellectual Property, or Confidential Information generally, other than expressly set out herein, is granted to the Client under this Contractor Agreement by implication or otherwise.
Either Party may terminate this Contractor Agreement at any time without notice. If You terminate this Contractor Agreement by closing Your Account or otherwise after accepting a Gig Request, Your act of termination shall forfeit Your acceptance of the Gig Request. In the event that You terminate this Contractor Agreement after commencing a Work Placement You shall not receive any compensation for an incomplete Work Placement.
Workholler reserves the right to deactivate or otherwise restrict You from accessing the Services in the event that Workholler believes that You are in violation of this Contractor Agreement, Your performance during Work Placements falls below a reasonable standard, You are disparaging Workholler or otherwise causing harm to Workholler’s brand, reputation or business as determined by Workholler in Workholler’s sole discretion.
You will indemnify and hold harmless Workholler from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by You of any representation, warranty, covenant, or obligation in this Contractor Agreement, or arising from or relating to any negligent or intentional act or omission committed by You, arising from Your performance of any Work Placement, which act or omission gives rise to any claim for damages against you or Workholler. Workholler shall have no obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with Your conduct or performance during or in relation to a Work placement.
You agree to release, remise and forever discharge Workholler and Workholler’s directors, employees, officers, affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, from any special, indirect or consequential, incidental or exemplary damages (individually or collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arises from, relates to, or is connected with services provided under this Contractor Agreement even if Workholler has been advised of the possibility of such Claim, or such Claim was reasonably foreseeable. Notwithstanding the sufficiency or insufficiency of any remedy provided for herein, and in the event that Workholler becomes liable for any damages whatsoever, You agree that such damages shall be limited in the aggregate to the value of the payments made to You by Workholler for the Work Placement giving rise to such liability.
Headings. The headings and subheadings in this Contractor Agreement have been inserted for ease of reference only and shall not be used in interpreting or construing the provisions in this Contractor Agreement.
Enurement. This Contractor Agreement will enure to the benefit of and be binding upon each party and their respective administrators, successors, and permitted assigns. Nothing in this Contractor Agreement is intended to confer any rights or remedies of any nature whatsoever upon any other person.
Entire Agreement. This Contractor Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and replaces and supersedes all discussions, representations, covenants, promises, negotiations, exchanges, and agreements and writing between the Parties with respect to the subject matter herein.
Modification and Waiver. No modification of or amendment to this Contractor Agreement will operate to change or vary the terms, obligations, or conditions herein unless such modification or amendment is made in writing and signed by authorized representatives of both parties. No waiver of rights will be charged against any Party unless such waiver is made in writing and signed by an authorized representative of the Party that the waiver is to be charged against.
Assignment. You may not assign this Contractor Agreement without the prior written consent of the Workholler. Workholler has the sole discretion to refuse such consent. Any attempt by You to assign this Contractor Agreement without the Workholler’s prior written consent shall be deemed null and void. Workholler may assign this Contractor Agreement at Workholler’s sole discretion.
Severability. If any part or parts of this Contractor Agreement shall be held unenforceable for any reason, the remainder of this Contractor Agreement shall continue in full force and effect. If any provision of this Contractor Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
Counterparts. This Contractor Agreement may be executed in multiple counterparts (which may be exchanged by facsimile or scanned portable document format or PDF), each of which shall be deemed an original and all of which together shall constitute one instrument.
This Contractor Agreement is governed by the laws of the province of Ontario, and any dispute shall attorn to the jurisdiction of the courts of the city of Toronto.
By accepting this Business Agreement, either by clicking the “I accept” button presented with these terms, or accessing or using the Platform either by You or any authorized representative, You agree to be bound by this Business Agreement. If You are entering into this Business Agreement on behalf of a company, organization or any other legal entity (each, individually, an “Entity”), You are agreeing to the terms of this Business Agreement for that Entity and representing to Workholler that You have the legal authority to bind such Entity and its Affiliates to this Business Agreement. If You do not have such authority, or if You do not agree with this Business Agreement, You must not use or authorize any use of the Workholler platform.
This Business Agreement is effective as of the date You either click the “I accept” button or access the Workholler platform (“Effective Date”).
NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants and obligations contained in this Business Agreement, You and Workholler agree as follows:
In this Business Agreement:
“Contractor” means the individuals that have registered for the Workholler Platform in search of work.
“Deliverables” means the work and/or services that the Contractor provides to You.
“Gig Description” is a description of the scope of Services and is provided in the Gig Request. The Gig Description will provide the necessary to details to inform the Contractor of the work required as part of the Services.
“Gig Request” means the notice that an Business publicly posts on the Product that outlines the type of Services the Business requires completed by a Workholler Contractor.
“Services” means the services outlined in a “Gig Request” that is posted on the Product.
“Work Placement” means the Contractor has responded to a Gig Request and the Business has agreed to hire the Contractor to complete the Gig Request.
Contractor Selection. The Business is responsible for reviewing Contractor information, experience and skills and selecting the most appropriate Contractor to fill the position set out in the Gig Description. Workholler makes no representation and no warranty as to the accuracy of the information posted by the Contractor on the Contractors account, or about the Contractors skills, experience, background or education.
Changes to the Gig Description. Any changes to the Gig Description after a Contractor has accepted a Gig Request must be updated to the Gig Description posted on the Workholler platform, and agreed to by the Contractor prior to commencement of the Work Placement. Upon a successful placement of a Contractor in connection with the Gig Request, the Business shall pay to the Company a fee as set out from time to time or agreed upon in writing by the Parties (the “Successful Placement Fee”).
Cancelling a Gig Request. You may cancel a Gig Request not less than five (5) business days prior to the commencement of the Work Request, (“Cancellation Deadline”). If You cancel a Gig Request after the Cancellation Deadline, You shall be invoiced the full amount of the Successful Placement Fee or Finders Fee for the applicable the Gig Request. You must provide Workholler notice in writing of such cancellation prior to the Cancellation Deadline.
You agree to pay Workholler any and all fees, including Successful Placement Fees or Finders Fees as agreed to between You and Workholler for any applicable completed Work Placement, excluding any applicable taxes. You agree to provide all information required in Your Account to enable accurate billing by Workholler. Workholler shall invoice You and You shall pay the fees on a net thirty ten (310) days basis, based on the invoice date (“Due Date”). Any amount due and owing to Workholler but not paid by the Business by the Due Date will bear interest from the Due Date at a rate of 1% per month or 12% annually, or the highest rate allowed under applicable law (whichever is less), until the outstanding amount and interest thereon are paid in full, and such interest to be calculated on a daily basis from the date that the payment first becomes overdue until the date payment is made in full. If the Business chooses to end a Contractor’s Work Placement early without cause, the Business is still responsible to remit full payment for the Work Placement to Workholler.
The Business may select to engage with Workholler to hire a Workholler Approved Contractor. An Approved Contractor is pre-interviewed and vetted by Workholler. Workholler will recommend to the Business one or more Approved Contractors that Workholler may consider to be appropriate for the Work Request for the Business to interview. Notwithstanding the foregoing, the final decision to engage with an Approved Contractor shall remain with the Business. The Business hereby acknowledges and agrees that any decision to engage with an Approved Contractor is solely at the Business’ discretion, and Workholler shall not be liable for the performance of any Approved Contractor during a Work Placement.
If the Business engages with an Approved Contractor, then the Business shall pay to Workholler a finder’s fee as agreed to in writing between the Parties(the “Finder’s Fee”).
The Business acknowledges and agrees that Workholler’s business involves connecting Contractors and businesses. Business hereby irrevocably agree and warrant that Business shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or by-pass Workholler in the event Business wishes to directly hire any Workholler Contractor or Approved Contractor. In the event that Business or any of Business’s;\ affiliates wish to hire a Contractor or Approved Contractor that completed a Work Placement for the Business or engaged with Business on the Workholler platform, then Business agrees to inform Workholler of such and pay to Workholler any applicable direct hire fees in connection with the Work Placement as agreed to in writing between Business and Workholler (“Direct Hire Fee”). The Direct Hire Fee shall apply regardless of the permanency of the direct hire employment, whether the Contractor or Approved Contractor contacted the Business directly or whether the Contractor or Approved Contractor applied independently to work for the Business through a third party website or service provider.
Workholler is typically responsible for remitting all payments to Contractors and Approved Contractors. Nonetheless, the Business may request that payment for a Contractor be completed through the Business’s payroll with Workholler’s written consent, and such consent not to be arbitrarily or unreasonably withheld. The Business will provide Workholler written notice of the payment terms for the Contractor, and the Business will be invoiced for any applicable fees pursuant to the above section 3 (Payment) provisions.
The Business acknowledges and agrees that Workholler is in no way responsible for the workplace environment or supervision of the Contractor. The Business accepts responsibility for all direction, control and supervision of the Contractor’s activities during the Work Placement, and for the implementation and enforcement of any and all applicable workplace laws, standards, rules, regulations, including any procedures that may exist to prevent any misappropriation whatsoever of any company property, including (without limitation) any intellectual property or confidential information that the Contractor may have access to during the Work Placement.
The Business acknowledges and agrees to provide any required training to the Contractor, and agrees to submit to Workholler, at Workholler’s request, evidence that training was provided to the Contractor that is appropriate for the Contractor to deliver the services described in the Gig Request to reasonable standard.
Either Party may terminate this Business Agreement at any time, for any reason whatsoever, by closing Your account. If You have any outstanding fees or charges owing at the time You terminate this Business Agreement, You shall be required to immediately pay any and all outstanding fees owing on the date of termination. Your account shall remain active and You shall remain subject to all terms of this Business Agreement until all outstanding fees are paid to Workholler.
Workholler reserves the right to suspend or restrict access to Your account, if Workholler reasonably believes that You are non-compliant with this Business Agreement.
Upon termination or expiration of this Business Agreement or upon request by the disclosing party at any other time during the Term, the receiving party shall return all Confidential Information to the disclosing party, or shall, upon request by the disclosing party, destroy the Confidential Information and provide the disclosing party with written certification of the destruction of such Confidential Information.
All right title and interest in and to Workholler’s patents, inventions, copyright, trademarks, domain names, trade secrets, specifications, technical briefs, layouts, web or mobile applications, meta data, information submitted through any account on the Workholler platform, and any other intellectual or proprietary rights in any form (the “Intellectual Property”) are exclusively owned by Workholler. No interest, license or right, respecting the Intellectual Property, or Confidential Information generally, other than expressly set out herein, is granted to the Business under this Business Agreement by implication or otherwise.
Confidentiality. “Confidential Information” means all confidential information disclosed or provided by the disclosing party to the receiving party, whether orally or in writing. Both parties shall hold all Confidential Information in strict confidence and neither party shall disclose any Confidential Information to any third party except to the extent that such disclosure is reasonably necessary to the performance of the receiving party’s obligations under this Business Agreement. Neither party shall disclose any Confidential Information to any third party unless the other party has provided express written authorization. Confidential Information does not include:
Employees or Agents. The receiving party shall disclose Confidential Information to employees or agents only to the extent that such disclosure is reasonably necessary to the performance of the receiving party’s obligations under this Business Agreement, or the enforcement of the terms of this Business Agreement. The receiving party shall ensure that employees or agents who receive Confidential Information are aware of the obligations of confidentiality under this Business Agreement and have entered into an agreement of confidentiality with the receiving party that has the same or more stringent obligations of confidentiality as are set out herein. Each party agrees to use the same degree of care that it uses to protect its own confidential information of a similar nature and value, but in no event less than a reasonable standard of care, to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the provisions of this Business Agreement.
Disclosure Required by Law. If a judicial or administrative process requires either party to disclose the other party’s Confidential Information, to the extent that is reasonably possible to do so, the party so required to disclose will notify the other party before disclosing the Confidential Information so as to allow the other party a reasonable opportunity to oppose the process.
Workholler expressly disclaims any warranty of any kind that the Services or Deliverables You receive through the use of Workholler will meet Your requirements. Workholler does not guarantee that there will be a Contractor or Approved Contractor that will match or be available for every Gig Request. You acknowledge and agree that Workholler shall have no liability for the action or inaction of any Contractor or Approved Contractor, and that Workholler does not in any way whatsoever guarantee or warrant the performance of any Contractor or Approved Contractor during a Work Placement or the outcome or quality of the deliverable or services provided to You by a Contractor or Approved Contractor.
You will indemnify and hold harmless Workholler from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to (i) Your, Your agents or Your representatives use of the Workholler Platform in breach of this Business Agreement, (ii) any breach by You of any representation, warranty, covenant, or obligation in this Business Agreement, (iii) any negligent or intentional act or omission committed by You, arising from Your obligations under this Business Agreement, which act or omission gives rise to any claim for damages against You or Workholler.
You hereby agrees to release, remise and forever discharge Workholler and Workholler’s directors, employees, officers, affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, from any special, indirect or consequential, incidental or exemplary damages (individually or collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arises from, relates to, or is connected with services provided under this Business Agreement even if the Party has been advised of the possibility of such Claim, or such Claim was reasonably foreseeable. Notwithstanding the sufficiency or insufficiency of any remedy provided for herein, and in the event that Workholler becomes liable for any damages whatsoever, the Parties agree that such damages shall be limited in the aggregate to the value of the payments made by You to Workholler for the specific Work Placement that gave rise to the Claim.
The provisions of section 3 (Payment), section 8 (Intellectual Property), section 9 (Confidentiality), section 11 (Indemnification), section 12 (Limitation of Liability), and section 13 (Survival), shall survive termination of this Business Agreement. Termination shall not relieve You of any obligations arising prior to termination or limit any liability You may otherwise have to Workholler.
The laws of the Ontario shall govern the validity and construction of this Business Agreement, and the enforcement of any arbitration awards or any procedural matters relating to the arbitration or any interim measures (as described below) sought during the arbitration process shall attorn to the exclusive jurisdiction of the courts of Ontario.
Headings. The headings and subheadings in this Business Agreement have been inserted for ease of reference only and shall not be used in interpreting or construing the provisions in this Business Agreement.
Relationship between Business and Workholler. The relationship between You and Workholler is that of independent contractors. Nothing in this Business Agreement shall be construed as establishing an agency, partnership, joint venture, or employment relationship between the parties. Neither party has the authority to act on behalf of the other party or to commit the other party in any manner unless specifically authorized by this Business Agreement.
Relationship between Business and Contractor. You acknowledge and agree that use of the Platform and agreeing to hire a Contractor that responded to Your Work Request creates an independent contractor relationship between You and the Contractor. Workholler does not, and shall not be deemed to direct, control, or oversee the Contractor, Your work environment, training provided to the Contractor by You, or Your performance in agreeing to a Work Placement with a Contractor.
Relationship between Workholler and Contractor/Approved Contractor. You acknowledge and understand that there is no employment, joint venture or agency relationship between Workholler and the Contractor/Approved Contractor.
Enurement. This Business Agreement will enure to the benefit of and be binding upon each party and their respective administrators, successors, and permitted assigns. Nothing in this Business Agreement is intended to confer any rights or remedies of any nature whatsoever upon any other person.
Notice. All notices, requests, demands or other communications required by You under the terms of this Business Agreement will be given in writing and deemed effective when sent by confirmed email to: firstname.lastname@example.org or by registered mail to: 4087 Melia Dr., Mississauga, Ontario, L5C 6J1. Notices sent to You by Workholler shall be in writing and deemed effective when sent to the email address You have provided to Workholler in Your account.
Entire Agreement. This Business Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and replaces and supersedes all discussions, representations, covenants, promises, negotiations, exchanges, and agreements and writing between the parties with respect to the subject matter herein.
Modification and Waiver. No modification of or amendment to this Business Agreement will operate to change or vary the terms, obligations, or conditions herein unless such modification or amendment is made in writing and signed by authorized representatives of both parties. No waiver of rights will be charged against any party unless such waiver is made in writing and signed by an authorized representative of the party that the waiver is to be charged against.
Assignment. You may not assign this Business Agreement without the prior written consent of the Workholler. Workholler has the sole discretion to refuse such consent. Any attempt by You to assign this Business Agreement without the Workholler’s prior written consent shall be deemed null and void. Workholler may assign this Business Agreement at Workholler’s sole discretion.
Severability. If any part or parts of this Business Agreement shall be held unenforceable for any reason, the remainder of this Business Agreement shall continue in full force and effect. If any provision of this Business Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
Publicity. No public statements or announcement relating to this Business Agreement or the Deliverables shall be issued by either Party without the prior written consent of the Business. You agree not to display or use, in advertising or otherwise, any of the Workholler’s trade name, logos, trademark, service marks or other indicia of origin (collectively the “Marks”) without Workholler’s prior written consent, provided that such consent may be revoked at any time.
Time of Essence. Time is of the essence in any matter relating to the performance of this Business Agreement. Expiration of the deadlines for completion of a party’s obligations hereunder shall constitute notice of default, without any further action or notice being required from the other party.
Counterparts. This Business Agreement may be executed in multiple counterparts (which may be exchanged by facsimile or scanned portable document format or PDF), each of which shall be deemed an original and all of which together shall constitute one instrument.
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