Terms of Use & Terms of Service

Disclaimer

This website, www.fitzii.com (the “Site”), is owned by Ian Martin Limited doing business as Fitzii (“Fitzii”).

By accessing or using the Site, you accept the terms and conditions contained below. If you do not agree to be bound by all of the Terms of Use, you are not authorized to access or otherwise use the Site. Fitzii will have the right, at its sole discretion, to modify, add or remove any terms set out in these Terms of Use, and any other policies or guidelines governing the web site, without notice or liability to you. Any changes to these Terms of Use will be effective immediately following the posting of such changes on the Site. You agree to review these Terms of Use from time to time and agree that any subsequent use by you of the Site following changes to these Terms of Use constitutes your acceptance of all such changes. If you do not agree to any changes to these Terms of Use, you agree to immediately discontinue your use of the Site.

Intellectual Property Notice

©2012-2019 Fitzii Inc. All rights reserved.

The features of our Site, and its arrangement, architecture and look and feel, as well as the content, such as text, graphics, images, logos, button icons, software and other material including without limitation compilations, surveys, comparison reports or other data aggregation conducted on the Site (collectively, the “Content“), are protected under Canadian, United States, and foreign copyright, trademark and other laws. All Content is the property of Fitzii, its content suppliers, licensors or clients. Unauthorized use of the Content may violate copyright, trademark, and other laws. You are prohibited from copying or adapting the HTML code that Fitzii creates to generate the pages comprising the Site. This HTML code is also protected by copyright.

Limited License

We grant you a limited license to display on your computer, print, download and use the content and materials that is made available to you on the Site, for your own non-commercial, personal, or education uses only, provided that you do not modify any content.

No other use is permitted. Without limiting the generality of the foregoing, you may not:

a. make any commercial use of such content;

b. include such content in or with any product that you create or distribute; or

c. copy such content onto your or any other website.

Notwithstanding the foregoing, to the extent that you are visiting the Site after becoming a Job Seeker or Recruiter (as defined in the Terms of Service) you may use them for your own business purposes, including the modification thereof, provided that you not resell them in any form and subject specifically to applicable provisions of the Terms of Service.

Trade-Marks

“Fitzii” and our logo on the website are trademarks exclusively owned by Fitzii. The names of all other companies, products and services mentioned on our website are the trademarks of their respective owners. The display of trademarks or trade names on this website does not convey or create any licence or other rights in these marks or names. Any unauthorized use of them is strictly prohibited.

Privacy

Your privacy is very important to us. By using the Site, you are expressly consenting to Fitzii’s privacy statement (which may be accessed by clicking the foregoing hyperlink).

No Warranties

Fitzii does not guarantee or warrant the Site will be available without interruption, errors or omission or that the Site and the servers(s) that make it available are free from viruses or other harmful components. THE SITE AND THE CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND. FITZII, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. FITZII MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

IN NO EVENT SHALL FITZII, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FITZII IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES ARISING OUT OF (I) THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICES, (II) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE OR THE SERVICES, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICES OFFERED ON THE SITE, EVEN IF FITZII HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, FITZIIS’ LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL IN NO EVENT EXCEED US$1,000.00.

Hypertext Links

The Site contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Fitzii of the contents on such third-party sites. Fitzii is not responsible for the content of any linked third-party sites and does not make any representations or warranties, either express or implied regarding the content or accuracy of materials on such third party sites. If you decide to access linked third party sites, you do so at your own risk.

Additional Terms of Service

Certain areas of the Site are subject to additional terms of service which you will be required to accept before accessing those areas, once you become a Job Seeker or Recruiter as those terms are defined in the additional terms of service.

General

Fitzii makes no claim that the Site or the Content may be lawfully viewed or downloaded outside of the United States or Canada. Access to the Web Site or the Content may not be legal by certain persons or in certain countries. If you access the Web Site from outside of the United States or Canada, you do so at your own risk and are responsible for compliance with the laws of your applicable jurisdiction.

These Terms of Use are governed by the laws of the Province of Ontario, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the courts of the Province of Ontario.

If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Except as expressly provided in additional terms or conditions of use for particular areas of the Site, a particular legal notice, or software license or material on particular pages of the Site, these Terms of Use constitute the entire agreement between you and Fitzii with respect to your use of the Site.

TERMS OF SERVICE

(Last Updated: October 1st, 2015)

IMPORTANT-READ THESE FITZII TERMS OF SERVICE (THIS “AGREEMENT“) CAREFULLY BEFORE CONTINUING REGISTRATION. BY CLICKING THE “I ACCEPT” BUTTON, BEGINNING TO USE THE FITZII APPLICATION, OR OTHERWISE ACCEPTING THIS AGREEMENT THROUGH THE REGISTRATION PROCESS, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE SERVICES.

A. Agreement Definitions

This website, www.fitzii.com (the “Site”), is owned by Fitzii Incorporated (“Fitzii”).

“You” and “Your” refers to the individual or entity that has ordered the Fitzii Programs (defined below) from Fitzii or an authorized distributor by completing the Registration Process (defined below) which requires acceptance of these Fitzii Terms of Service (collectively, the “Agreement“). The “Fitzii Program” is the software-as-a-service (SaaS) product offered by Fitzii through the Site, to which Fitzii grants You access as part of the Services, including Program Documentation, and any program updates provided as part of the Services, and consists of a candidate assessment and selection service for (a) recruiters which allows them to quickly and objectively determine a shortlist of the applicants that are best suited for a particular job and (b) job seekers who receive feedback on their profiles which may help them determine the job types that they are most suitable for; as well as related or ancillary value added services (collectively, the “Services“). The term “Applicant” refers to any individual that has provided information to Fitzii, through the Site or otherwise, which information has been incorporated within the Fitzii Program. The term “Program Documentation” refers to the program user manual as well as any other materials provided by Fitzii as part of the Services. The term “Users” shall mean those individuals authorized by You or on Your behalf to use the Services, as defined in the Registration Process. The term “Your Data” refers to the data provided by You or your organization, including job postings, employer branding content, and recruiter contact information.. The term “Applicant Data” refers to information received from Applicants, and information generated in conjunction with the receipt, processing, validation and assessment of Applicant résumés and/or job applications and/or the delivery of Services. The term “Registration Process” refers to the registration process completed by You to obtain Services and access to and use of the Fitzii Program.  The Registration Process entails Your acceptance of these Terms of Service, including the Terms of Use, Privacy Policy and any other document referenced or incorporated into the Registration Process, whether through actively accepting the terms, or through use of the application if someone registers an account for you.

B. Services

You may register for one of the following two Services plans: (i) Platform; and (ii) the Pro.

The Platform is an al-a-carte pay-per-use Service. If you register to obtain the Platform Service, you will have access to the Site and the Fitzii Program, and may purchase individual Services at then current rates.

The Pro is an all-inclusive subscription Service with respect to the Fitzii Program. If you register to obtain the Pro Service, you will have access to the Site, the Fitzii Program and the full range of Services provided through use of the Fitzii Program. Consulting and ancillary Services may also be purchased at then current rates. The Pro may include a free trial period as part of a purchased subscription of the Pro Service.

C. Rights Granted

Upon Fitzii’s acceptance of Your registration and for the duration of the Services term defined in the Registration Process, You have the non-exclusive, non-assignable, royalty-free, worldwide right to use the Services solely for Your internal business operations and subject to the terms of the Agreement. You may allow Your Users to use the Services for this purpose and You are responsible for Your Users’ compliance with the Agreement. The Services are provided as described in, and subject to, the Services policies referenced herein.

You acknowledge that Fitzii has no delivery obligation and will not deliver copies of the Fitzii Programs to You as part of the Services. You agree that You do not acquire under the Agreement any license to use the Fitzii Programs specified in the Registration Process in excess of the scope and/or duration of the Services. Upon the end of the Agreement or the Services term thereunder, Your right to access or use the Fitzii Programs specified in the Registration Process and the Services shall terminate.

D. Ownership and Restrictions

You retain all ownership and intellectual property rights in and to Your Data. Fitzii or its licensors retain all ownership and intellectual property rights to the Services and Fitzii Programs. Fitzii (or its licensors) retains exclusive ownership to anything developed, generated and/or delivered in conjunction with the Agreement, including all Applicant Data.

Third party technology that may be appropriate or necessary for use with some Fitzii Programs, if any, will be specified in the Program Documentation or Registration Process as applicable. Your right to use such third party technology is governed by the terms of the third party technology license agreement specified by Fitzii and not under the Agreement.

You may not:

• remove or modify any markings or any notice of Fitzii’s or its licensors’ proprietary rights in terms of any materials resulting from the Services;
• make the programs or materials resulting from the Services available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific program license or materials from the Services You have acquired);
• modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Fitzii;
• disclose results of any Services or program benchmark tests without Fitzii’s prior written consent;
• use, disclose, retain, store or otherwise handle any Applicant Data (or any other personal information) in contravention of any privacy laws or other applicable laws, or in any manner and
• license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, Fitzii Programs or materials available, to any third party other than as expressly permitted under the terms of the Agreement.

The rights granted to You under the Agreement are also conditioned on the following:

• the rights of any User licensed to use the Services (e.g., on a “named user” basis) cannot be shared or used by more than one individual (unless such license is reassigned in its entirety to another authorized User, in which case the prior authorized User shall no longer have any right to access or use the license);
• except as expressly provided herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means; and
• You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services.

E. No Warranties; Disclaimers

FITZII DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT FITZII WILL CORRECT ALL SERVICES ERRORS. YOU ACKNOWLEDGE THAT FITZII DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. FITZII IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SERVICES ARE PROVIDED “AS IS”.

TO THE EXTENT NOT PROHIBITED BY LAW, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

F. Trial Use of the Services

If specified in the Registration Process, You may order certain Services for trial purposes subject to the terms and conditions of the Agreement. If you choose not to convert Your trial into a paid subscription at the end of Your trial period, Fitzii may, at Your request, and for a period of up to 60 days after the termination of Your trial period, permit You to access the Services solely to the extent necessary for You to retrieve a file of Your data then in Your dashboard.

G. Indemnification

If a third party makes a claim against either You or Fitzii (“Recipient” which may refer to You or Fitzii depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, or material (“Material”) furnished by either You or Fitzii (“Provider” which may refer to You or Fitzii depending on which party provided the Material), and used by the Recipient infringes its intellectual property rights, the Provider, at its sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:

• notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law);
• gives the Provider sole control of the defense and any settlement negotiations; and
• gives the Provider the information, authority, and assistance the Provider needs to defend against or settle the claim.

If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects Fitzii’s ability to meet its obligations under the relevant subscription, then Fitzii may, at its option and upon 30 days prior written notice, terminate the applicable subscription. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider’s user documentation or services policies or if the Recipient uses a version of the Materials which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was provided to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon (i) any information, design, specification, instruction, software, data, or material not furnished by the Provider, or (ii) any Material from a third party portal or other external source that is accessible to You within or from the Services (e.g., a third party Web page accessed via a hyperlink). Notwithstanding the foregoing, Fitzii will not indemnify You to the extent that an infringement claim is based upon the combination of any Material with any products or services not provided by Fitzii. Fitzii will not indemnify You for infringement caused by Your actions against any third party if the Services as delivered to You and used in accordance with the terms of the Agreement would not otherwise infringe any third party intellectual property rights. Fitzii will not indemnify You for any infringement claim that is based on: (1) a patent that You were made aware of prior to the effective date of the Agreement (pursuant to a claim, demand, or notice); or (2) Your actions prior to the effective date of the Agreement. This section provides the parties’ exclusive remedy for any infringement claims or damages.

H. Support Services

Support services provided under the Agreement are specified in the Registration Process. Please see our Support page.

I. End of Agreement

If You are not completely satisfied with the Services, You may cancel Your subscription at any time (“Termination Request”).

Monthly subscription fees are non-refundable. Your cancellation shall be effective as of the last day for which you have prepaid monthly license fees. Services provided under this Agreement shall be provided for the period defined in the Registration Process unless earlier terminated in accordance with the Agreement. The term of the Services and any renewal months are collectively defined as the “Services Term.” At the end of the Services Term, all rights to access or use the Services, including the Fitzii Programs listed in the Registration Process, shall end.

If either party breaches a material term of the Agreement and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the applicable Services under which the breach occurred. The non-breaching party may agree in its sole discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the breach.

You agree that if You are in default under the Agreement, You may not use the Services ordered. In addition, Fitzii may immediately suspend Your password, account, and access to or use of the Services (i) if You fail to pay Fitzii as required under the Registration Process and do not cure within the first ten days of the 30 day cure period, or (ii) if You violate any provision within sections D, E, G, J or K of these Terms of Use. Fitzii may terminate the Services hereunder if any of the foregoing is not cured within 30 days after Fitzii’s initial notice to You thereof. Any suspension by Fitzii of the Services under this paragraph shall not excuse You from Your obligation to make payment(s) under the Agreement.

At Your request, and for a period of up to 60 days after the termination of Your subscription Fitzii may permit You to access the Services solely to the extent necessary for You to retrieve a file of Your Data then in Your dashboard. You agree and acknowledge that Fitzii has no obligation to retain Your Data and that Your Data may be irretrievably deleted within 6 months after the termination of Your subscription Services, or within 6 months of Your last use of any Services.

Provisions that survive termination or expiration of the Agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

J. Fees and Taxes

You agree to pay for all Services ordered as set forth in the Registration Process. All fees due under the Agreement are non-cancelable and the sums paid non-refundable. You agree to pay any sales, value-added or other similar taxes imposed by applicable law that Fitzii must collect based on the Services You ordered, except for taxes based on Fitzii’s income. You agree that You have not relied on the future availability of any services, programs or updates in entering into the payment obligations in the Registration Process; however, the preceding does not relieve Fitzii of its obligation to deliver Services that You have ordered per the terms of the Agreement.

K. Nondisclosure

By virtue of the Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations under the Agreement. Confidential information shall be limited to the terms and pricing under the Agreement, Your Data residing in the Services environment, and all information clearly identified as confidential at the time of disclosure.

A party’s confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party. For clarity, Applicant related information, other than that relating specifically to employment terms offered by You to an Applicant, are not considered Your confidential information and constitute Applicant Data exclusively owned by Fitzii.

We each agree to hold each other’s confidential information in confidence for a period of three years from the date of disclosure.

Also, we each agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under the Agreement. Fitzii will protect the confidentiality of Your Data residing in the Services environment in accordance with the Fitzii security practices. . Nothing shall prevent either party from disclosing the terms or pricing under the Agreement in any legal proceeding arising from or in connection with the Agreement or from disclosing the confidential information to a governmental entity as required by law.

L. Entire Agreement

You agree that the Agreement (including the information which is incorporated into the Agreement by written reference (including reference to information contained in a URL or referenced policy), is the complete agreement for the Services ordered by You, and that the Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such services.

If any term of the Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of the Agreement. It is expressly agreed that the terms of the Agreement, shall supersede the terms in any purchase order or other non-Fitzii document and no terms included in any such purchase order or other non-Fitzii document shall apply to the Services ordered.

The Agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by authorized representatives of You and of Fitzii.

M. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. FITZII’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR YOUR SUBSCRIPTION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO FITZII FOR: (I) THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM; OR (II) THE MONTHLY SUBSCRIPTION FEE PAID DURING THE SUBSCRIPTION PERIOD DURING WHICH THE EVENT GIVING RISE TO SUCH CLAIM OCCURRED. ANY DAMAGES WHICH YOU MAY RECOVER AGAINST FITZII SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY YOU UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.

N. Export

Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree that such export control laws govern Your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

O. Other

• Fitzii is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We each will be responsible for paying our own employees, including employment related taxes and insurance and neither of us can bind the other in regards to any third party.
• You shall obtain at Your sole expense any rights and consents from third parties necessary for Fitzii and its subcontractors to perform the Services under the Agreement.
• The Agreement is governed by the laws of the Province of Ontario and You and Fitzii agree to submit to the exclusive jurisdiction of, and venue in, the courts in Toronto, Ontario in any dispute arising out of or relating to the Agreement.
• If You have a dispute with Fitzii or if You wish to provide a notice under the Indemnification section of these Terms of Use, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Fitzii Inc., 610 Chartwell Road, Suite 101, Oakville ON L6J 4A5, Canada, Phone: 1-800-567-9675, Fax: 1-877-775-6955, Attention: General Counsel, Legal Department. Fitzii may give notice applicable to Fitzii’s customer base by means of a general notice on the Fitzii portal for the Services, and notices specific to You by electronic mail to Your e-mail address on record in Fitzii’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in Fitzii’s account information.
• You may not assign the Agreement or give or transfer the Services or an interest in them to another individual or entity.
• Except for actions for nonpayment or breach of Fitzii’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than two years after the cause of action has accrued.
• Fitzii may audit Your use of the Services by way of remote monitoring. You agree to cooperate with Fitzii’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within 30 days of written notification any fees applicable to Your use of the Services in excess of Your rights. If You do not pay, Fitzii can end Your Services and/or the Agreement. You agree that Fitzii shall not be responsible for any of Your costs incurred in cooperating with the audit.
• Fitzii may be contacted at: Fitzii Inc., 610 Chartwell Road, Suite 101, Oakville ON L6J 4A5 CANADA, Phone: 1-800-567-9675, Fax: 1-877-775-6955.

P. Force Majeure

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either of us may cancel unperformed Services upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.

Q. Your Data

In performing the services, Fitzii will comply with the Fitzii Privacy Policy, which is incorporated herein by reference. The Fitzii Privacy Policy is subject to change at Fitzii’s discretion; however, Fitzii policy changes will not result in a material reduction in the level of protection provided for Your Data during the period for which fees for the Services have been paid. The services policies referenced in Your Registration Process specify our respective responsibilities for maintaining the security of Your Data in connection with the Services.

You agree to provide any notices and obtain any consents related to Your use of the Services and Fitzii’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Data.

R. Restrictions on Use of the Services

You agree not to use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations.

In addition to any other rights afforded to Fitzii under the Agreement, Fitzii reserves the right to remove or disable access to any material that violates the foregoing restrictions. Fitzii shall have no liability to You in the event that Fitzii takes such action.

You agree not to post, or permit use of the Services to post, for the following:

• business opportunities or work from home advertising (anything requiring an upfront investment, payment or purchase);
• business opportunities that pay commission only unless the posting clearly states that the available job pays commission only and clearly describes the product or service that the job seeker would be selling;
• any pyramid scheme, “club membership”, distributorship, multi-level marketing opportunity, or sales representative agency arrangement;
• jobs at adult-oriented businesses (strip clubs, brothels, internet models, etc.) or postings seeking employees for jobs of a sexual nature or involving nudity;
• jobs that involve illegal activities;
• deferred pay positions, barters, unpaid internships;
• any position which Fitzii, in its sole discretion, determines to be inappropriate for the Site.

Fitzii reserves the right to remove any job posting or content from the Site, which in the reasonable exercise of Fitzii’s discretion, does not comply with the above Terms, or if any content is posted that Fitzii believes is not in the best interest of Fitzii.

If at any time during Your use of the Services, You made a misrepresentation of fact to Fitzii or otherwise misled Fitzii in regards to the nature of Your business activities, Fitzii will have grounds to terminate Your use of the Services.

You agree to defend and indemnify Fitzii against any claim arising out of a violation of Your obligations under this section.S.

S. Statistical Information

Fitzii may compile statistical information related to the performance of the Services, and may make such information publicly available in an anonymized, aggregated form, provided that such information does not incorporate Your Data and/or identify Your confidential information or include Your company’s name. Fitzii retains all intellectual property rights in such statistical information.

T. Third Party Web Sites, Content, Products and Services

The Services may enable You to add links to Web sites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Fitzii is not responsible for any third party Web sites or third party content provided on or through the Services and You bear all risks associated with the access and use of such Web sites and third party content, products and services.

U. Limited Non-Solicitation

You acknowledge and understand that Fitzii provides Applicants and potential Applicants with the opportunity to subscribe to receive information about job postings and similar career opportunities (“Job Posting Subscriptions”). The Job Posting Subscription service provided to Applicants or potential Applicants is offered independently of Services provided to Fitzii customers and You acknowledge and understand that Fitzii will continue to provide Applicants with such solicitations and such information regardless of Services provided to You in regards to any particular Applicant or any hiring decision that You may make in regards to any particular Applicant. Without limitation to the generality of the foregoing, Fitzii may continue to provide Applicants whose status you change to “Hired” in the Fitzii platform (“Hired Applicants”) with the Job Posting Subscriptions such Hired Applicants have previously opted to receive.

© 2012-2019 Fitzii Inc. All rights reserved.

Revision date: November 2^nd, 2018