Terms of Use
Last revision: Dec 9, 2024
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE TalentMatchAI PLATFORM
The following Terms of Use govern and apply to all user accounts (“Users”) and companies/customers/clients (“Customers”) use of, or reliance upon, the website https://TalentMatchAI.com , it’s subdomains/tenants (“Tenants”), and the TalentMatchAI software ("Platform"), which is owned, operated and maintained by the Canadian corporation Clockwork Venture Inc. (“Company”).
Customers or Users that register for any reason on the Platform, confirm they have read, understood, and agree to be bound by these Terms of Use and any other applicable laws, statutes and/or regulations.
The Company may change these Terms of Use at any time without notice, effective upon its posting to the Platform. A Customer or Users continued use of the Platform will be considered automatic acceptance to the revised Terms of Use.
AGE RESTRICTION
Only Customers or Users who are at least eighteen (18) years of age are permitted to use the Platform or any services contained herein.
Access or use of this Platform indicates a representation that the Customer or User is at least eighteen (18) years of age.
The Company assumes no responsibility or liability for any misrepresentation of age.
INTELLECTUAL PROPERTY
Nothing in these Terms of Use may be interpreted as granting any license of intellectual property rights to the Customer or User. Any and all use of the Platform and the Company Materials is non-exclusive and non-transferable by the Customer or User.
All intellectual property forming part of the Platform is owned by the Company or licensors, which includes materials protected by copyright, trademark, or patent laws. All trademarks, service marks and trade names are owned, registered and/or licensed by the Company. All software code, design, graphics, photos, sounds, music and videos that comprise the Platform is a collective work under Canadian and other Copyright laws and is the proprietary, confidential property of the Company; All rights reserved.
“Content” is data, text, images, and design elements uploaded by a Customer or User onto a Tenant account. Content uploaded to a tenant is the sole responsibility and ownership of the Customer to manage once it is uploaded to their tenant. The Company does not review, police, or monitor content, but it has the right to take down content without notice if it violates any of the Terms of Use.
The Company has automatic rights to re-post and share non-customer identifying information used by Customers in their Tenant. This does NOT include CRM data, newsletter emails, or Content that contains confidential personal information. But the Company DOES have explicit permission, without consent from the User or Company, to re-post front-end designs, code, email templates, and other non-personal identifying software code that could be beneficial to share with other Tenants to help grow the Platform.
All Users and Customers are responsible for the content that they post. If they post something that contains confidential or copyrighted materials, then the User or Company that posted the content is responsible for it, including being held legally responsible according to applicable Canadian and Copyright laws.
The Company has explicit right to remove/delete Content and/or terminate a Tenant without cause or notice if Content is uploaded that violates the Company Terms of Use.
USE OF COMPANY MATERIALS
The Company may provide the Customer or User with certain information as a result of their use of the Platform including, but not limited to, documentation, data, or information developed, and other materials which may assist in the use of the Platform or Services ("Company Materials"). The Company Materials may not be used for any other purpose than the use of this Platform and the services offered on the Platform.
FEES FOR SERVICES
The Customer agrees to pay the Company in accordance with the Fees for the services the Company uses at the rates posted on the TalentMatchAI (https://talentmatchai.com/).
In addition, if consulting or support services are required for customizations to the Customer’s tenant account, extra charges will apply at an hourly rate of $120 CAD per hour. This will be negotiated with the Customer in advance of any work being completed.
ACCOUNT AND ACCOUNT USE
The Customer takes full responsibility for the following:
a) The Customer is solely responsible for all user accounts, user groups, and data stored in their Tenant. This includes maintenance, confidentiality, and security of the aforementioned items. Any and all activities that occur under their Tenant, including all activities of any persons who gain access to their Tenant, user accounts, or data with or without the Customers’ permission;
b) The Customer agrees to immediately notify the Company of any unauthorized use of their Tenants, user accounts or data, any service provided through the Customers’ Tenant or any password related to your Tenant or user, or any other breach of security with respect to Customers’ Tenant or any service provided through it, and agrees to provide assistance to the Company, as requested, to stop or remedy any breach of security related to the Customers’ Tenant, associated accounts and data, and:
c) The Customer agrees to provide true, current, accurate and complete information as requested by the Company from time to time in relation to usage of the Platform, and the Customer agrees to promptly notify the Company of any changes to this information as required to keep such information held by the Company current, complete and accurate.
The User takes full responsibility for the following:
a) The User is solely responsible for their account and data associated with it. This includes maintenance, confidentiality, and security. Any and all activities that occur under their account, including all activities of any User who gains access to their user account or data with or without the Users’ permission;
b) The User agrees to immediately notify the Company of any unauthorized use of their user accounts or data, any service provided through the Users’ account, or any password related to their user, or any other breach of security with respect to User’s account or any service provided through it, and agrees to provide assistance to the Company, as requested, to stop or remedy any breach of security related to the Users’ account, associated accounts and data, and:
c) The User agrees to provide true, current, accurate and complete information as requested by the Company from time to time in relation to usage of the Platform.
ACCEPTABLE USE
The Customers and Users agree not to use the Platform for any unlawful purpose or in any unlawful manner, or any purpose prohibited under this clause. The Customers and Users agree not to use the Platform in any way that could damage the Platform, the services, reputation, interests, of the general business of TalentMatchAI, Clockwork Venture Inc. or its’ partners.
The Customers and Users agree not to use and/or access the Platform:
a) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
b) To violate any intellectual property rights of the Company, it’s partners, licensees, or any third party;
c) To upload or otherwise disseminate any computer viruses or other software that may damage the property of TalentMatchAI, the Company, or another.
d) To perpetrate any fraud,
e) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
f) To publish or distribute any obscene or defamatory material;
g) To publish or distribute any material that incites violence, hate or discrimination towards any group;
h) To unlawfully gather information about others;
i) To share copyrighted information that they do not have rights to.
ASSUMPTION OF RISK
The Platform is provided for hosting public and private web-based applications and storing and managing Content for personal and commercial purposes. The Customers and Users acknowledge and agree that any information posted on the Platform is not intended to be legal advice, medical advice, financial advice, and no fiduciary relationship has been created between the Customer, User and Company. The Customers and Users further agree that their purchase of any products offered or advertised for sale through the Platform is at their own risk.
The Company does NOT assume any responsibility or liability for any information saved or posted on a Tenant by a User or Company on or through the Platform.
The Company is explicitly responsible for any data or content Company accounts or Users post on their Tenant, regardless of whether it is public or private. Customers and Users using the Platform are doing so under their own accord and are operating independently of the Company.
The Company does NOT review or manage content posted in, or by, Tenants or Users, but it WILL take down content, or terminate Tenants or Users, without notice, especially when there is Content that explicitly violates this Terms of Use.
The Company does not guarantee that information found on a Tenant is accurate or truthful, nor is anything hosted on a Tenant validated in any way. Tenant accounts are created in an automated way, and then Tenants post Content without explicit consent by the Company.
REVERSE ENGINEERING AND SECURITY
The Customer and User may not undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble, modify, or de-compile any code or software from or on the Platform;
b) Violate the security of the Platform through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
Recognizing and acknowledging that any failure to comply with the foregoing may cause the Company or Platform irreparable damage for which other remedies may be inadequate, you agree that the Company shall have the right to petition for injunctive or other equitable relief from a court of competent jurisdiction as may be necessary and appropriate to prevent any further unauthorized use, disclosure, or breach, by you in connection herewith or the Platform, and you shall not oppose such injunction on the grounds that an adequate remedy is available at law.
DATA LOSS
The Company and Platform use industry standard security measures to protect the information hosted in TalentMatchAI Tenants, but the Company cannot be held responsible for data loss. The Customer and User use the Platform at their own risk, and are responsible for the Content that they post both publicly and privately.
The Company does mandate that any breach or loss of data be reported immediately via email to privacy@TalentMatchAI.com. The Company cannot be held responsible for any data loss, but will do a best case effort to assist in the event of data loss.
INDEMNIFICATION
The Customer hereby agrees to defend and indemnify the Company, Clockwork Venture Inc., and any of its affiliates and hold the Company harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to the Customer or Users use (or misuse) of the Platform, the Customer or Users breach of these Terms of Use, or the conduct or actions including breach, violation or non-performance or of any wrongful act, neglect, action, omission or default by the Customer, User, or by anyone for whom in law you are responsible. The Company will select their own legal counsel and may participate in their own defence, if they wish to do so.
SPAM POLICY
The Customers and Users are strictly prohibited from using the Platform or any of the TalentMatchAI services for illegal spam activities, including sending unsolicited emails, gathering email addresses or personal information of other users of the Platform or through the Platform.
All emails sent from Customers or Users to Tenant newsletter subscribers MUST have an Unsubscribe link at the bottom of each email to allow newsletter subscribers to automatically unsubscribe and comply with CAN-SPAM legislation.
If a Customer or User becomes aware of abuse of a TalentMatchAI Tenant account, notification must be made immediately to abuse@TalentMatchAI.com to alert the Company.
THIRD-PARTY LINKS AND CONTENT
The Customers and Users may occasionally post links on the Platform for third party websites or other services. The Company is not responsible or liable for any loss or damage caused as a result of the Customers or Users use of any third party services linked to from our Platform.
VARIATION
If any of the provisions of these Terms of Use are declared or held by a court of competent jurisdiction to be invalid, such provisions shall be severed from these Terms of Use and the other provisions hereof shall remain in full force and effect.
SERVICE INTERRUPTIONS
The Company may need to interrupt access to the Platform to perform maintenance, repairs, replacements, upgrades, or emergency services on a SCHEDULED or UNSCHEDULED basis.
The Customer and User agree that access to the Platform may be affected by unanticipated or unscheduled downtime, for any reason. The Company will have no liability for any damage or loss caused as a result of such downtime.
TERMINATION OF ACCOUNT
The Company may, in their sole discretion, suspend, restrict or terminate the Customers or Users Account and use of the Platform, effective at any time, without notice, for any reason, including because the operation or efficiency of the Platform or our or any third party's equipment or network is impaired by the Customer or Users use of the Platform, any amount is past due from the Customer or User, or the Company has received a third-party complaint which relates to the Customer or Users use or misuse of the Platform, or the Customer or User have been or are in breach of any term or condition of these Terms of Use.
The Company will have no responsibility to notify any third-party, including any third-party providers of services, merchandise or information, of any suspension, restriction or termination of the Customer or Users access to or use of the Platform.
NO WARRANTIES
The Customer or Users use of the Platform is at their sole and absolute risk and any services provided by the Company are on an "as is" basis. The Company disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. We make no warranties that the Platform will meet your needs or that the Platform will be uninterrupted, error-free, or secure. The Company also make no warranties as to the reliability or accuracy of any information on the Platform. Nor is the Company responsible for any damage or loss that may occur to you, through your computer system, or as a result of loss of your data from your use of the Platform.
PRIVACY
All users of the Platform are subject to TalentMatchAI’s Privacy Policy. For more information, please refer to our Privacy Policy, which can be found at the following address: https//TalentMatchAI.com/privacy/
LIMITATION OF LIABILITY
Clockwork Venture Inc. , the Company, and it's affiliates are not liable for any damages that may occur to the Customers or Users as a result of their access or use of the Platform, to the fullest extent permitted by law. Notwithstanding anything else to the contrary, in no event shall the Company be liable to the Customers or Users for damages in relation to their use or access to the Platform or any other matter in relation thereto, for an aggregate amount in excess of one hundred ($100) Canadian Dollars or the amount the Customer or User paid to the Company in the last six (6) months, whichever is higher. This applies to any and all claims by the Customer or User, their heirs, executors, administrators, successors or assigns, including, but not limited to, direct or indirect, consequential, incidental, punitive or other damages including for lost profits or revenues or data regardless of the cause of such damages whether arising in contract (including fundamental breach), tort (including negligence) or otherwise (including strict liability or fraud).
CHOICE OF LAW AND ATTORNMENT
This Agreement shall be governed by and construed in accordance with the laws of the Province of New Brunswick, Canada, without reference to its conflicts of law principles, and the laws of Canada applicable therein. The parties agree that the courts of that Province will have non-exclusive jurisdiction to determine all disputes and claims arising between the parties.