1. Acceptance and Legally Binding Effect of Talent Platform Access Agreement("TPAA")
By accepting this Talent Platform Access Agreement ("TPAA"), or by accessing or using any portion of the Hastech Talent Platform, website, systems, applications, or related services (collectively, the "Hastech Talent Properties"), you expressly acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions of this TPAA in its entirety.
This TPAA constitutes a legally binding agreement between you and Has Tek Canada Inc. operating as Hastech Talent ("Hastech Talent"), governed by and construed in accordance with the laws of the Province of Ontario, Canada and the applicable federal laws of Canada therein.
If you do not agree to be bound by the terms and conditions of this TPAA, you must not access or use the Hastech Talent Properties.
2. Amendments to this Agreement
HASTech Talent reserves the right, in its sole discretion, to amend, modify, or update any portion of this Agreement at any time. Any such amendments, modifications, or updates shall become effective upon being posted on HASTech Talent's website, and the date of the most recent revision shall be indicated at the top of the Agreement. It is your responsibility to review this Agreement periodically for any changes. Your continued access to or use of any HASTech Talent Properties (as defined herein) following the effective date of any such amendments constitutes your acceptance of and agreement to be bound by the revised terms.
3. Platform Description, Purpose, and Related HASTech Talent Properties
HASTech Talent Inc. ("HASTech Talent", "we", or "us") operates a proprietary technology platform (the "Platform") and talent network (the "Network") designed to enable employers ("Clients") to connect with and engage independent contractors, employees, or job seekers ("Talent") for various professional services, including but not limited to, software development, technology consulting, and other specialized services ("Talent Services").
The Platform includes:
A. HASTech Talent"s website located at https://www.hastechtalent.ca (the "Site");
B. HASTech Talent"s proprietary technology platform (the "Platform") used by Talent to apply, register, be assessed, and potentially be matched with Clients seeking Talent Services; and
C. All associated software, data, reports, text, graphics, images, audio, video, and any other content provided through the Site or Platform (collectively, the "Content"). The Platform facilitates communication and collaboration between HASTech Talent, Talent, and Clients, and provides functionality for Talent to manage their profile, engage with Clients, and deliver Talent Services, subject to any applicable agreements entered into between HASTech Talent and Talent, including service agreements, engagement contracts, or other related documentation (collectively, the "Talent Agreement"). For the purposes of this Agreement, the Site, Network, Platform, Content, Client information, proprietary information of HASTech Talent, and any other related products or services provided by HASTech Talent shall collectively be referred to as the "HASTech Talent Properties." The term "HASTech Talent Properties" includes the foregoing both collectively and individually.
Nothing in this Agreement shall be construed to obligate:
(i) You to apply for, accept, or provide any Talent Services through HASTech Talent or for any Client; or
(ii) HASTech Talent to accept you as Talent, to engage you, to provide any Client opportunities to you, or to otherwise provide any specific services or guarantees of engagement.
4. Confidentiality and Restrictions on Use of HASTech Talent Proprietary Information
4.1 Confidential Information. In connection with your use of the HASTech Talent platform, website, services, or any related tools (collectively, the "HASTech Talent Properties"), you may receive or have access to certain confidential, proprietary, technical, business, or financial information of Has Tek Canada Inc. operating as HASTech Talent ("HASTech Talent"). This includes, without limitation, information relating to HASTech Talent's processes for selecting candidates ("Talent"), interview processes, methods of vetting or matching Talent to clients, Talent rates, client rates, pricing structures, and all other non-public information disclosed to you by HASTech Talent or obtained by you through the use of the HASTech Talent Properties (collectively, "Confidential Information").
4.2 Obligations of Confidentiality. You agree to hold all Confidential Information in strict confidence, to take reasonable steps to protect such information from disclosure, and not to use any Confidential Information for any purpose other than your participation on the HASTech Talent platform as an existing or prospective Talent. You shall not disclose any Confidential Information to any third party without the prior written consent of HASTech Talent.
4.3 Exceptions. Your obligations under this Section 4 shall not apply to information that you can demonstrate: (a) is or becomes publicly available through no breach of this Agreement by you; or (b) is required to be disclosed pursuant to any applicable law, regulation, or court order, provided that you give HASTech Talent prompt written notice of such requirement (where legally permissible) and cooperate with HASTech Talent in seeking an appropriate protective order or other remedy
4.4 Return or Destruction. Upon termination of your relationship with HASTech Talent, or upon written request by HASTech Talent, you agree to promptly return or destroy all Confidential Information in your possession or control, including any copies, extracts, or derivatives thereof.
5. Authorized Use of HASTech Talent Properties
5.1 Limited License. Subject to your compliance with this Agreement, HASTech Talent grants you a limited, non-exclusive, non-transferable, revocable license to access and use the HASTech Talent Properties solely for the purposes of seeking, providing, or performing services through the platform (the "Platform Purpose").
5.2 Prohibited Uses. Without limiting the generality of the foregoing, you agree that you will not:
A. Permit any competitor of HASTech Talent to access or use the HASTech Talent Properties;
B. Use the HASTech Talent Properties to develop, offer, or enhance any competing product or service;
C. Copy, reproduce, distribute, display, or create derivative works of any content within the HASTech Talent Properties except as strictly necessary for the Platform Purpose;
D. Access or use the HASTech Talent Properties for any public commentary, benchmarking, or competitive analysis without prior written consent from HASTech Talent;
E. Interfere with or disrupt the operation, security, or integrity of the HASTech Talent Properties;
F. Use any automated means to access or interact with the HASTech Talent Properties other than as provided by HASTech Talent.
6. Ownership and Additional Restrictions
6.1 Ownership. All right, title, and interest in and to the HASTech Talent Properties, including all intellectual property rights, shall remain the exclusive property of HASTech Talent and its licensors. No rights are granted to you other than as expressly set forth herein.
6.2 Restrictions. You agree that you will not:
A. sublicense, sell, lease, transfer, assign, or otherwise commercially exploit the HASTech Talent Properties;
B. use the HASTech Talent Properties in violation of any applicable laws or regulations, including privacy laws or data protection laws in Ontario or Canada;
C. modify, adapt, hack, reverse engineer, decompile, or attempt to gain unauthorized access to any part of the HASTech Talent Properties, its source code, systems, or networks;
D. upload or transmit any viruses, malware, spyware, or other harmful or malicious code through the HASTech Talent Properties.
Use of Intellectual Property
7.1 Rights in User Content
By submitting, posting, uploading, or otherwise providing any information, data, materials, documents, or other content ("User Content") to or through HASTech Talent"s website, platform, systems, or services (collectively, the "HASTech Talent Properties"), you hereby grant to HASTech Talent Inc., a company incorporated in Ontario, Canada, a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up, transferable and sublicensable licence to use, reproduce, modify, adapt, translate, publish, display, perform, distribute, and otherwise exploit such User Content in connection with the operation, maintenance, improvement, and promotion of the HASTech Talent Properties and related services. HASTech Talent reserves the right, but not the obligation, to monitor the HASTech Talent Properties and any User Content submitted. HASTech Talent may remove, disable, or refuse to post any User Content at any time and for any reason, including without limitation where it considers such User Content to be objectionable or in violation of this Agreement or applicable laws.
7.2 Transmission of User Content
You acknowledge and agree that the transmission of User Content through the HASTech Talent Properties may occur over various public and private networks and may be subject to changes to conform to the technical requirements of connecting networks or devices. You further acknowledge that HASTech Talent uses third-party service providers, including cloud service providers, to host and provide infrastructure for the HASTech Talent Properties. Accordingly, you are solely responsible for maintaining appropriate security, protection, and backup of your User Content. HASTech Talent shall not be responsible or liable for any unauthorized access, loss, corruption, deletion, or destruction of any User Content, except to the extent caused by HASTech Talent"s gross negligence or wilful misconduct.
7.3 Feedback
If you submit, provide, or otherwise communicate any suggestions, feedback, ideas, or recommendations to HASTech Talent regarding its business, services, products, or the HASTech Talent Properties ("Feedback"), you acknowledge and agree that: (a) such Feedback is provided voluntarily and without any obligation of confidentiality; (b) HASTech Talent is free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback for any purpose, commercial or otherwise, without any obligation or compensation to you; and (c) you waive any moral rights or other rights of authorship in the Feedback to the extent permitted by applicable law.
8. Your Representations and Warranties
You represent, warrant, and covenant to HASTech Talent that:
A. you own or have obtained all necessary rights, licences, consents, and permissions to submit User Content and to grant the rights set out in this Agreement;
B. your User Content and your use of the HASTech Talent Properties does not infringe, misappropriate, or otherwise violate any intellectual property rights, privacy rights, personality rights, confidentiality rights, or other rights of any third party, and does not contain any defamatory, obscene, offensive, or unlawful material;
C. you are at least eighteen (18) years of age and legally capable of entering into binding contracts under the laws of Ontario, Canada;
D. you are not located in or a resident of any country or region that is the subject of Canadian government sanctions or trade restrictions, and you are not included on any Canadian government list of prohibited or restricted parties; and
E. you will comply with all applicable laws, including those of Canada and the Province of Ontario, in connection with your use of the HASTech Talent Properties and your provision of User Content.
You agree to notify HASTech Talent immediately if you become aware that any of the above representations or warranties is or becomes untrue or inaccurate.