Employer Terms and Conditions

This Employer Agreement (the “Agreement”) is a legal agreement between you, as an Employer wishing to use the hireCNC platform, and meaning you as an individual if acting on your own behalf, or the company that you represent if you are acting on behalf of such company (“you”) and hireCNC Inc. (“hireCNC”) respecting Employer’s use of hireCNC services as described herein and on hireCNC’s website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY OTHERWISE USING HIRECNC’S SERVICES OR THE PLATFORM, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this Agreement, please contact us at jobs@hirecnc.com.

DEFINITIONS

“Applicant” means a person utilizing the Platform for the purposes of offering skills or services to Employers relating to potential employment or contract work performed by such person for one or more Employers.
“Applicant Content” means any content that an Applicant posts on or through the Platform, including such Applicant’s resume that details their identity, skills and services on offer, and any content posted or submitted by an Applicant responding to specific Job Postings or otherwise applying for employment or contracts with Employers through the Platform, including any electronic communications made directly with any Employer, in accordance with the terms and conditions of this Agreement.
“Employers” shall mean entities (whether individuals, companies or groups, and including you) who access Applicant profiles and other content available on the Platform, with a view to potentially employing or contracting with Applicants, facilitated by communications made through the Platform.
“Employer Content” means any information provided by Employers (including you) to hireCNC for publication on the Platform, including any Job Posting, in accordance with the terms and conditions of this Agreement.
“Employment Services” means the services provided by Applicant(s) to you in relation to your Job Postings, which may include employment or contract work, in accordance with any agreement for such services agreed upon by you and the Applicant, whether through the Platform or otherwise.
“Job Posting” shall mean any job posting posted by an Employer on the Platform requesting Applicants for specific employment positions or projects and setting forth parameters for such positions or projects and/or the acceptance of Applicants, to which Applicants may apply through the Platform.
“Intellectual Property” means any material conceived or produced in the furtherance of a Party’s interest and business or in which a Party otherwise has a proprietary interest, and shall include, without limitation, in relation to the Employer, the Employer Content, and in relation to hireCNC, the Platform, and all information obtained through hireCNC relating to Applicants and other Employers.
“Intellectual Property Rights” means all copyrights, patents, trademarks, industrial designs, trade secrets and any other proprietary rights associated with Intellectual Property.
“Party” means each of you and hireCNC, and “Parties” means you and hireCNC collectively.
“Platform” means the hireCNC software platform and website through which Applicants post Applicant Content, and Employers post Employer Content, and through which both Applicants and Employers access hireCNC services, including the ability to communicate with each other.
“Services” has the meaning given in Section 2.1 below.

SCOPE

Through the Platform, hireCNC enables: (a) Applicants to post and provide Applicant Content on the Platform for the purposes of offering Applicant services to Employers, and (b) Employers to view certain Applicant Content, and subject to the fees herein, to post Employer Content through the Platform for the purposes of requesting Applicants to provide Applicant services in relation to specific employment positions or projects. More particularly, hireCNC offers Employers the ability to take advantage of certain features of the Platform exclusive to Employers, including subscribing to the Platform to obtain access to full Applicant Content, purchasing the right to make single or multiple Job Postings, and promoting Employer’s brand through job advertisements and featured Employer marketing, all as more fully described in hireCNC’s then-current product offering documentation (the “Services”). hireCNC may alter features of the Services from time to time in its sole discretion. Platform access and the Services are provided subject to the terms and conditions of this Agreement.
You must:
1. provide up-to-date, complete and accurate registration information, including your business name, an individual business contact, your address, your phone number, and your valid email address, and your Access Information, as described in Section 2.3 below;
2. provide up-to-date, complete and accurate information in the Employer Content, sufficient to enable Applicants to make informed decisions relating to such Employer Content, and in particular Job Postings;
3. provide up-to-date, complete and accurate account information for hireCNC’s preferred payment processor that is valid and legally registered to you; and
4. be at all times in compliance with the terms and conditions of this Agreement and applicable law
  
  Please note that the third party payment processor used by hireCNC may require you to input certain information that is considered to be personal information. Such information is NOT stored by hireCNC, and any processing and storage of such information will be handled by the third party payment processor and subject to their privacy and security policies. You specifically agree that hireCNC may rely on the accuracy of the information provided by you to hireCNC, and that hireCNC will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to hireCNC. You agree to promptly remove any Employer Content that is inaccurate or outdated from the Platform.
hireCNC provides you with the ability to create a user ID and password (the “Access Information”). The Access Information is provided on the understanding that it is personal to you; you will not permit anyone other than you to obtain access to the Platform using the Access Information. hireCNC is not responsible or liable in any way for any use of the Platform or Services (authorized or unauthorized) by anyone accessing the Platform using your Access Information, and you accept all responsibility for such use of the Platform or Services and any consequences resulting from use thereof.
Employer acknowledges that the relationship between hireCNC and the Applicants is that of independent contractors; nothing in this Agreement shall imply that the Applicants are hireCNC’s employees or agents. hireCNC expressly disclaims any representation that it has any supervision, control or direction over the Applicants, or that it can guarantee anything on behalf of the Applicants. hireCNC’s sole responsibility under this Agreement is to provide Employer with access to the Platform and Services subject to the terms herein, and make reasonable efforts to facilitate communications between Employer and the Applicants in the event of any dispute. ALL PLANNING UNDERTAKEN BY EMPLOYER PURSUANT TO THE SERVICES OR APPLICANT CONTENT AVAILABLE THROUGH THE PLATFORM, INCLUDING ANY PLANNING RELATING TO EMPLOYMENT SERVICES, IS AT EMPLOYER’S OWN RISK, AND ALL GUARANTEES AND REPRESENTATIONS MADE BY APPLICANTS ARE THEIR RESPONSIBILITY, NOT ENDORSED BY HIRECNC. All content is provided on an “AS IS” basis, and although hireCNC will make reasonable attempts to respond to content complaints in a timely manner, hireCNC makes no warranties or guarantees whatsoever respecting its action or inaction in relation to any specific content, whether Applicant Content or Employer Content.
hireCNC reserves the right to change, limit, suspend or discontinue the Platform and Services at any time, including the availability of any feature or content, access to the Platform, or any promotion offered by hireCNC.
Use of the Services may contain references to third parties, links to third party websites, photographs, videos or documents (including material posted by Applicants), and/or may incorporate information obtained from third parties. All such references, links and information are provided “AS IS”. Third party websites, photographs, documents, information, opinions, advice or statements (including those provided by Applicants and other Employers) are not under the control of hireCNC, and hireCNC is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, copyright compliance, legality, decency, or any other aspect of their content. Under no circumstance will hireCNC be liable for any loss or damage caused by Employer’s reliance on information obtained through the Platform (including from Applicants) or a third party linked site (including any opinions, statements or advice), or Employer’s reliance on any information or service obtained from any Applicant. It is Employer’s responsibility to evaluate the accuracy, completeness or usefulness of any Applicant Content, as well as any other opinion, advice or other content available through the Platform, or obtained from any third party utilizing information obtained through the Platform. Employer is solely responsible for any agreements entered into between Employer and any third party, including any Applicant, whether or not such agreement was facilitated through the Platform (including any agreement relating to Employment Services).
The Services and Platform are designed to allow Employers to post Employer Content, Applicants to post Applicant Content, and users to post comments and engage in other communications with each other. As such, any posts, comments, suggestions for improvement, or other messages, either provided to hireCNC directly or by posting through the Platform (each, a "Submission"), is considered non-confidential and may be disseminated or used by hireCNC by hireCNC for the purposes set forth in Section 2.1; however, you acknowledge that hireCNC does not have control over third parties that view Submissions through the Platform, or their use or dissemination of any such Submissions. All Submissions made by you are solely your responsibility, and it is your responsibility to ensure that your Submissions do not contain personal or private information, as defined by applicable law, either belonging to you or to any other third party, unless the person owning the personal or private information has provided their specific consent to such use. hireCNC has no liability whatsoever related to any Submission made or accessed by you Notwithstanding the foregoing, hireCNC reserves the right to remove any Submission from the Platform if such Submission violates this Agreement or any other written policy or terms of use published by hireCNC from time to time, or is otherwise objectionable, as determined by hireCNC, in its sole discretion. For greater certainty, information transmitted through direct messaging on the Platform, or personal information that is not made publicly available on or through the Platform shall remain subject to confidential treatment by hireCNC.
hireCNC is only providing the Platform through which Applicants and Employers communicate, and is specifically not responsible for: (a) any delays or cancellations, (b) unsuccessful Job Postings, lack of qualified Applicants, or failure of any Applicant to obtain employment or other positions, (c) issues between Applicants and Employers, (d) issues with your mobile device, the Internet, or your ISP, or (f) any agreements made between Applicants and Employers, including in relation to Job Postings or Employment Services.

GRANT OF DISTRIBUTION RIGHT AND EMPLOYER OBLIGATIONS

Subject to the terms and conditions of this Agreement, you hereby grant to hireCNC, during the Term of this Agreement, the following rights on a personal, non-exclusive, royalty free, and fully paid up basis: to use, copy, reproduce, transmit, broadcast, publish, display, maintain, modify, and enhance, the Employer Content or any part thereof for the purposes of incorporating the Employer Content into the Platform and for the purposes of providing the Services.
All Employer Content will be delivered to hireCNC in accordance with hireCNC’s standard submission policies (which may include format and content requirements), as may be amended from time to time by hireCNC.
You warrant that:
1. The Employer Content is true, accurate, current and complete, and all Job Postings contain sufficient information to permit Applicants to make a fully informed decision whether to apply for the employment, contract or project described in such Job Posting;
2. You have the absolute right to provide the licenses in and to the Employer Content contemplated in this Agreement;
  You will perform your obligations in relation to Job Postings, and use the Platform, in a competent and professional manner and in accordance with industry “best practices”;
3. You shall fulfil any commitments set forth in Employer Content that you post;
4. You will be solely responsible for all activities you undertake with respect to any Employer Content and Employment Services;
5. You will not use the Platform or your contact with Applicants for any commercial purposes other than as expressly contemplated herein, or for the benefit of any third party;
6. You will not in any way use the Platform to transmit harassing, abusive, libelous, illegal or deceptive messages or information, or to commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent, obscene or pornographic activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party’s privacy rights or applicable law;
7. The performance of this Agreement shall not breach any other agreement entered into by you;
8. The Employer Content does not contain any confidential or proprietary materials of any third party, for which you do not have permission to use as contemplated by this Agreement;
9. The Employer Content will not infringe any proprietary or intellectual property rights of any third party;
10. You have obtained all consents and permissions necessary from any third party in relation to any photographs, videos, or other likenesses or personal content that may be present in the Employer Content, permitting you to use such materials in conjunction with the Platform and for the purposes herein; and
11. You shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over the Employer Content and/or Employment Services or any part thereof, including without limitation any privacy laws and any laws and regulations designed to protect minors.
In engaging in any promotion and marketing activities (whether through the Platform or otherwise), or in otherwise referencing hireCNC in any communication, Employer shall:
1. not engage in deceptive, misleading, illegal or unethical practices that might reasonably be detrimental to hireCNC or Applicants; and
2. not make any representations, warranties or guarantees about hireCNC or the Platform, unless expressly authorized in writing by hireCNC.
You acknowledge that hireCNC may independently obtain content and services from third parties, including from other Employers, that are similar to your Employer Content (“Third Party Content”). You agree that use of the Third Party Content by hireCNC, Applicants or other Employers will not constitute infringement of your intellectual property or a breach of this Agreement, and that hireCNC shall have no liability whatsoever for any damages resulting from the similarity of Third Party Content to your Employer Content, or for any decisions made by Applicants relating to your Employer Content or Third Party Content, including Applicant’s decision to apply or refrain from applying to any Job Posting, or accepting, rejecting or performing any agreement relating to Employment Services. hireCNC’s sole responsibility with respect to any conflict between Third Party Content and your Employer Content shall be to comply with any legal orders obtained by you or the applicable Employer or other third party pertaining thereto.
In the event that hireCNC receives any queries, comments or complaints respecting you or your Employer Content, hireCNC shall be entitled to direct all such queries, comments or complaints to you for direct response or may contact you to obtain such required information at your expense.

FEES FOR SERVICES

You agree to pay all applicable fees in connection with the Services you select. You authorize hireCNC to automatically charge you for any and all fees incurred by you for Services, using the information you provide in accordance with Section 2.2. All payments shall be made in accordance with hireCNC’s standard policies found on hireCNC’s website, as updated from time to time (including payment of any applicable expenses). hireCNC reserves the right to change its payment policies and to institute new charges at any time upon notice to you and other Employers, which notice may be provided electronically through e-mail or by means of updates on hireCNC’s website. Your use of the Services following such changes constitutes your acceptance of any new or increased charges.
Except as otherwise specified herein or in an order form relating to the Services selected by you, (i) fees are quoted and payable in United States dollars, (ii) fees are based on Services purchased and not actual usage, (iii) payment obligations are non-cancellable and fees paid are non-refundable, and (iv) user subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; fees for user subscriptions added in the middle of a monthly period will be prorated and charged for the remaining days on that monthly period and any monthly periods remaining in the subscription term.
Where hireCNC is unable to collect the fees owed by you through its payment processor, hireCNC shall be entitled to immediately suspend or terminate your account, and to cease providing any Services to you, including removal of any or all of your Employer Content from the Platform. The foregoing shall not limit hireCNC’s ability to exercise any rights available to it in law or equity respecting the collection of any amounts payable hereunder, and you shall be responsible for paying for all reasonable fees and costs incurred by hireCNC, including legal fees, in collecting any overdue amounts or enforcing any provision of this Agreement. Without limiting the foregoing, in addition to any other rights and remedies available to hireCNC, hireCNC shall be entitled to charge interest on all outstanding amounts at the lesser of 1.5% per month or the maximum rate permitted by law, such interest commencing as of the due date for such payment.
You are responsible for, and shall pay all taxes relating to this Agreement, excluding any taxes based on the net income of hireCNC. Unless otherwise indicated, all amounts payable by You under this Agreement are exclusive of any tax, duty, levy, or similar government charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, possession or use of the Services or Software, the execution of this Agreement or otherwise. If You are required to withhold any taxes from payments owed under this Agreement, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to hireCNC shall equal the amount invoiced or otherwise due. You shall promptly furnish hireCNC with copies of all official receipts evidencing payment of taxes due under or in relation to this Agreement to the appropriate taxing authority.

CONFIDENTIAL INFORMATION AND PRIVACY

You acknowledge that, during the course of this Agreement, you may be exposed to confidential information of hireCNC, Applicants and other Employers, including the identity of Applicants first obtained through hireCNC, Applicant Content and other Employer Content (the “Confidential Information”). You agree that at all times during the term of this Agreement and at all times following termination of this Agreement, whether voluntary or involuntary:
1. you shall maintain all Confidential Information in strict confidence, shall take all necessary precautions against unauthorized disclosure of such Confidential Information, and shall not directly or indirectly, disclose, allow access to, transmit or transfer such Confidential Information to a third party without the knowledge and express written consent of hireCNC and the applicable owners of such information;
2. you shall not use or reproduce the Confidential Information except as reasonably required in the performance of your obligations under this Agreement, and
3. you expressly acknowledge and agree that any contact information or other personal information provided to or accessible by you in the course of using or accessing the Platform (including with respect to any specific Applicant Content or other Third Party Content) is to be considered the personal information of the user to whom it belongs, is to be kept confidential by you, and is to be used by you only for the purposes specified by such user; and
4. you agree to advise hireCNC immediately in writing of any misappropriation, disclosure, conversion or misuse by any person of any Confidential Information, of which you become aware.
You agree that upon the earlier of a request by hireCNC or the termination of this Agreement by either Party for any reason, you shall immediately: (i) stop using all Confidential Information then in your possession; (ii) permanently delete all such Confidential Information residing in any computer memory or data storage apparatus; and (iii) destroy or return all such Confidential Information in tangible form and all copies thereof.
You specifically acknowledge and agree that damages may not be an adequate remedy to compensate for any breach of the confidentiality obligations contained herein, and accordingly agrees that in addition to any and all other remedies available, hireCNC and/or Applicants or Employers shall be entitled to obtain relief by way of a temporary or permanent injunction to enforce these obligations.
Your personal information will be handled in accordance with hireCNC’s Privacy Policy. To view hireCNC’s Privacy Policy, please visit the following URL: https://hirecnc.com/privacy-policy. Notwithstanding the foregoing, hireCNC reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
Notwithstanding the terms of Section 5.4, by submitting personal information as part of the Employer Content, including without limitation your name and e-mail address and any other information that could be considered personal information, you consent to the collection, processing, transmission and disclosure of such information by hireCNC for the purposes of hireCNC’s provision of the Services, and acknowledge that such information may be accessible by other users of the Platform.

NON-SOLICITATION

In consideration of the covenants set forth herein, you will not solicit services of any kind from any Applicant, including Employment Services, other than through the Services, if the availability of such Applicant first became known to you through the Services. The onus of proving that you knew of the Applicant prior to your use of the Services, or otherwise interacted with such Applicant independent of your contact with such Applicant through the Platform, such as by accepting a referral of Applicant from a third party (such as a headhunter) making contact with such Applicant without utilizing information obtained through the Platform, shall be upon you. If you breach this provision and directly or indirectly solicit or book any services from an Applicant during the term of this Agreement or for twelve (12) months thereafter, you shall be obligated to pay hireCNC an amount equal to the amounts that would have been paid to hireCNC if you had posted the relevant Job Posting through the Platform and if you had otherwise used the Services to communicate with such Applicant and enter into an agreement for Employment Services.

INTELLECTUAL PROPERTY RIGHTS

You acknowledge that the Platform is owned by hireCNC, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. You do not acquire any intellectual property or other proprietary rights under this Agreement relating to the Platform, the Services, or any part thereof. Your only rights to the Platform, the Services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Nothing herein grants you any right to use any of hireCNC’s trade names, trade marks, service marks, logos, domain names, and/or other distinctive brand features. Any rights not expressly granted under this Agreement are reserved.
Except as expressly set forth in this Agreement, nothing herein shall be deemed to transfer ownership, right, title or interest in or to any Intellectual Property or any Intellectual Property Rights from one Party to the other. Except as expressly set forth herein, neither Party shall use the other Party’s trademarks or any other Intellectual Property in any way without express prior written permission, except that hireCNC has the right to use any Employer Content (including any copyrighted or trademarked material) submitted by you, consistent with the Services provided by hireCNC. Any rights not expressly granted under this Agreement are reserved.
For greater certainty, all intellectual property rights in third party content accessible through the Services and Platform, including, without limitation, any Applicant Content, are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such content. You understand that you are not, by this Agreement, granted any commercial, sale, resale, reproduction, distribution or promotional use rights for or to any such third party content. Additionally, the unauthorized reproduction or distribution of such third party content is prohibited by applicable law.

WARRANTIES

Each Party warrants that:
1. It has the full power to enter into this Agreement and to perform its obligations hereunder;
2. It will observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over this Agreement or any part thereof (including the Employer Content and Employment Services); and
3. It will not enter into any third-party agreements or grant any rights or licenses that conflict with those contemplated by this Agreement.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND SUBJECT TO APPLICABLE LAW, NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR TITLE). Some jurisdictions do not allow limitation or exclusions of certain types of damages and/or of implied conditions or warranties. The limitations, exclusions, and disclaimers set forth in this Agreement shall not apply only if and to the extent that the laws of a competent jurisdiction requires liabilities beyond and despite these limitations, exclusions, and disclaimers.
UNDER NO CIRCUMSTANCES WILL HIRECNC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE PLATFORM OR SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED (INCLUDING WITHOUT LIMITATION ANY APPLICANT CONTENT), AND USE OF THE PLATFORM AND SERVICES IS SOLELY AT YOUR OWN RISK. hireCNC has no special relationship with or fiduciary duty to you, and you acknowledge that hireCNC has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Platform and Services, including without limitation: (a) which Applicants or Employers use the Platform and Services, (b) what content you or other users post on, or send through, the Platform and Services, (c) how you or any other user may interpret or use any content posted on or sent through the Platform and Services, or (d) what actions you or any third party may take as a result of use of the Platform and Services by you or any other user. hireCNC makes no representations or warranties whatsoever concerning any data available through the Platform and Services, and hireCNC will not be responsible or liable for in any way