IMPORTANT: Carefully read these Terms and Conditions (this “Agreement”) before using the Platform and System (as defined below).
This Agreement sets forth the terms and conditions that apply to your access and use of the software-as-a-service platform and all services, offerings, and features available thereon (collectively, the “Platform”) owned and operated by Agents Only Technologies Inc. (the “Company”, “we”, “our” or “us”), including without limitation the technology, including hardware, software, and systems, used by Company to enable Contributor to perform services for Clients in accordance with this Agreement (collectively, the “System”).
Provision of the Platform and System is made pursuant to an overarching services agreement between Company and the client organization (“Client”) which has authorized you to access and use the Platform and System, subject to the terms and conditions of this Agreement. This Agreement creates a binding legal agreement between you (“Contributor”, “you” or “your”) and Company.
BY ACCESSING OR USING THE PLATFORM OR SYSTEM OR CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT.
In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. You are not eligible to enter into this Agreement and/or register on the Platform if you reside in any country that is named on the United States Office of Foreign Assets Control Sanctions List or the Consolidated Canadian Autonomous Sanctions List. Employees of Teleperformance S.E., and its direct and indirect subsidiaries and affiliates, including but not limited to Teleperformance, Majorel, Language Line Services, TLScontact, Findasense, AllianceOne, Senture, Health Advocate, and PSG Global (collectively, “TP Group”) are not eligible to enter into this agreement. Furthermore, if you are eligible to enter into this agreement, you must have the authority from the Client with whom Company has a contractual relationship to access and use the Platform or System.
If you accept this Agreement, you represent that you have the capacity to be bound by it and you have the necessary rights and authorizations to enter into and perform the obligations under this Agreement.
By accepting this Agreement, you agree to be bound by the terms and conditions of this Agreement, as well as Company’s Privacy Policy located at https://www.agentsonly.com/privacy and the privacy notice located at https://aomarketplace.com/ (collectively, the “Privacy Policy”), as it may be amended from time to time in the future.
Company is committed to respecting your privacy and the protection of your personal data.
We need to process your personal data to ensure that your performance of any services for a Client and your use of the Platform and System complies with all applicable legal requirements.
Our Privacy Policy is provided to inform you of how Company processes your personal data and we regularly review it to ensure that it is up to date. In addition to our Privacy Policy the following sections also apply:
Service evaluation. In the course of your performance of services to a Client or other engagement with us, to the extent permitted by applicable law, we may process and record your communication interactions (e.g., phone calls, emails, message conversations, etc.).
Disclosures and transfers. Company may share data processing and management processes with its affiliates to ensure efficiency and effectiveness, and this may require us to transfer personal data to countries, territories, or organizations outside the place where you reside (including, e.g., outside of Canada; outside of the European Economic Area, etc.). We make these transfers for the purposes described in our Privacy Policy, for example, where we have centralized certain aspects of our data processing and management processes.
To securely transfer personal data within our corporate group, we rely on our Binding Corporate Rules (”BCRs”) and/or other transfer mechanisms authorized under applicable Data Protection Laws.
Disclosures and transfers to third parties. Your personal data can, in certain circumstances, be disclosed to the following categories of third parties (inside or outside of your country of residence) for the business purposes described in our Privacy Policy. These third parties include, but are not limited to:
(a) service providers and organizations for payroll processing, taxes, and other administrative matters related to your use of the Platform or your performance of services;
(b) service providers utilized in the course of our operations or to facilitate processes taking place within Company or its affiliates.
(c) organizations for background checks or for anti-theft, security, and fraud prevention, where permitted by applicable data protection laws;
(d) advisors that we use for advice and consulting;
(e) Clients, to enable our Clients to give you access to their tools while you are providing services or to conduct evaluations;
(f) prospective buyers, sellers, new owners, or other relevant third parties as necessary while negotiating or in relation to a change of corporate control such as a restructuring, merger, or sale of our assets.
Additional Regulations. Depending on where you are located, additional privacy regulations may apply. Company will comply with all such laws and regulations as well as with any lawful requests from government authorities.
Company may amend any part of this Agreement by adding, deleting, or varying the content from time-to- time in our sole discretion. Company will provide you with notice of the proposed amendment by posting an amended version of this Agreement with a new “Last Updated” date. Agents Only will include a link to the previous version of the terms beneath the last updated date.
The proposed amendments will take effect 30 days after the date on which the amended version is posted. Prior to that date, the previous version of this Agreement will continue to apply.
If you disagree with any amendments, your only remedy is to stop using the Platform and the System.
As used in this Agreement:
1. “Account” is defined in Section 5.1.
2. “Agents Only Technology” is defined in Section 6.1.
3. “Personal Information” means information about or relating to an identified or identifiable individual that is subject to any Privacy Laws.
4. “Platform” means the software-as-a-service platform and all services, offerings, and features available thereon owned and operated by Company.
5. “Privacy Laws” means all applicable local, federal, provincial, state and foreign legislation and regulations governing the collection, use and disclosure of Personal Information in the jurisdictions where Contributor uses the Platform or System, which may include the Personal Information and Protection of Electronic Documents Act (Canada), the Personal Information Protection Act (British Columbia) and other equivalent provincial legislation applicable to you in the country where you are located.
6. “System” means the technology, including hardware, software, and systems, used by Company to enable Contributor to perform services for Clients in accordance with this Agreement.
7. “User Data” means any data or information about Contributor contained in any database, template or other similar document (a) submitted by you through the Platform or System, (b) provided by you to Company enabling you to use the Platform or System, or (c) supplied to Company by you or on your behalf.
8. “UserID” is defined in Section 5.1.
1. Access. Subject to your compliance with the terms and conditions of this Agreement, and subject to a valid and subsisting agreement with the Client, Company grants you a non-exclusive, non-transferrable and non-sublicensable right to access and use the Platform and System for the purposes of the Client’s internal business purposes as permitted by the Client
2. System Updates and Scheduled Downtime. Company may update any aspect of the Platform or System at any time in its sole discretion. Company may schedule downtime for maintenance and upgrades without prior notice but will use commercially reasonable efforts to provide advance notice where practicable.
3. Privacy Policy. To the extent any User Data contains Personal Information, it will be used, collected, stored and disclosed for the purposes contemplated under this Agreement and in accordance with the Privacy Policy.
4. Internet Security Disclaimer. Contributor acknowledges and agrees that Company exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of Company’s control. Contributor acknowledges that the Internet is inherently risky despite reasonable measures being taken, and Contributor assumes responsibility for its use of the Platform and System over the Internet.
5. Limitation, Suspension or Termination of Access. In addition to the other rights and remedies of Company under this Agreement, Company may suspend, terminate or limit, in Company’s sole discretion, Contributor’s access to or use of the Platform or System, or any part of it, without notice in order to: (a) prevent damage to, or degradation of the integrity of the System or any of Contributor’s systems; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect Company from harm to its reputation or business. Company will use commercially reasonable efforts to notify Contributor of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Company will restore Contributor’s access to the Platform when Company determines the event has been resolved. Nothing in this Agreement will limit Company’s right to take any action or invoke remedies, or act as a waiver of Company’s rights, in any way with respect to any of the foregoing activities. Company will not be responsible for any loss or damages of any kind incurred by Contributor as a result of any limitation, termination or suspension of the Platform or System under this Section 4.5.
1. Access and Security Guidelines. In order to use the Platform and System, we may require you to setup an account by supplying a unique user identification name and password (“UserID”) to Company, or a UserID may be assigned to you. Contributor must ensure its UserID is not shared (except to authorized users, approved by Company) and is kept confidential, and is responsible for any and all activity occurring through its UserID. Contributor will promptly notify Company of any actual or suspected unauthorized use of the Platform. Company may require that Contributor’s UserID be replaced at any time. You acknowledge and agree that you will provide accurate, current and complete information when setting up an account, and will not provide inaccurate, misleading or fraudulent information about or relating to your business, services and any jobs. Company does not have any obligation to monitor or review the accuracy and currency of any information you provide to us, but we may suspend or terminate your account if we determine, in our sole discretion, that you provided information that is false, inaccurate or misleading. Company reserves the right to subject your account to our verification procedures to confirm your identity, location and authority to act on behalf of your business. You agree that Company may make reasonable inquiries and requests to you and third parties in connection with Company’s verification procedures.
2. Contributor Responsibilities and Restrictions. Contributor will, at all times, comply with all applicable laws in using the Platform and System. Without limiting the generality of Section 5.1, Contributor agrees that Contributor will not, and will not permit any person to:
(a) use the Platform or System other than as permitted by this Agreement;
(b) use the Platform or System in a manner that violates or infringes any person’s privacy rights, publicity rights, human rights (including with respect to non-discrimination), intellectual property rights, proprietary rights, contractual rights or any other legal rights;
(c) use the Platform or System in a manner that is abusive or exploitative of workers, constitutes harassment, is defamatory, obscene, misleading, fraudulent or that violates applicable laws;
(d) sublicense or transfer any of Contributor’s rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use the Platform or System for the benefit of a third party or to operate a service bureau;
(e) copy, modify, alter, change, translate, decrypt, obtain or extract the source code of, create derivative works from, reverse engineer, reverse assemble, decompile, disassemble or reverse compile any part of the Platform or System;
(f) use or launch any automated system, including without limitation any artificial intelligence or automated process, or “robot” or “spider” that accesses the Platform or System; or
(g) interfere with, or attempt to interfere with, the Platform System or with any other connected networks or services, whether through the use of viruses, bots, worms or any other computer code, file or program that interrupts, destroys or limits the functionality of any computer software or hardware.
3. User Data. Contributor is solely responsible for the User Data and will not provide or transmit any User Data or any other information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, or applicable law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. Company may take remedial action if User Data violates this Section 5.3, however, Company is under no obligation to review User Data for accuracy or potential liability.
1. System and Technology. Contributor acknowledges that Company retains all right, title and interest in and to the Platform System and all software, materials, formats, interfaces, information, data, content and Company proprietary information and technology used by Company or provided to Contributor in connection with the Platform and System (collectively, the “Agents Only Technology”), and that the Agents Only Technology is protected by intellectual property rights owned by or licensed to Company. Other than as expressly set forth in this Agreement, no license or other rights in the Agents Only Technology are granted to the Contributor, and all such rights are hereby expressly reserved by Company. Company will have a royalty-free, worldwide, transferable, sublicensable, nonexclusive, irrevocable, perpetual license to use or incorporate into the Platform and System any suggestions, enhancement requests, recommendations or other feedback provided by Contributor.
2. User Data. Except as expressly set out in this Agreement, Contributor retains all right, title and interest in and to Contributor’s own User Data. Contributor grants to Company and applicable Company Client(s) a royalty-free, worldwide, transferable, sublicensable, nonexclusive, irrevocable, perpetual license for any and all User Data. Except as set out in Section 6.3, Company will use User Data in connection with the Platform and System under this Agreement. Contributor will be solely responsible for providing all User Data required for the proper operation of the Platform and System. Contributor is solely responsible for the creation, storage, maintenance and backup of any User Data. Company has no obligation to store User Data or to provide copies of any User Data, except to the extent required by applicable law. Contributor retains no ownership rights over work explicitly performed or produced for Company or a Client pursuant to a project agreement.
3. Aggregated Data. Contributor grants to Company a royalty-free, worldwide, transferable, sublicensable, nonexclusive, irrevocable, perpetual license to collect, use, reproduce, process, manipulate and display the User Data in an aggregated and anonymized format for Company’s business purposes, including without limitation to develop and improve the Platform, the System and Company’s other products and services.
4. Feedback, Reviews and Ratings. Contributors may publish feedback, comments, reviews, ratings and other communications that may be made available on the System to other contributors (collectively “Feedback”). If you provide Feedback to us, you represent and warrant that you have the authorization and right to provide such Feedback and that it does not violate or infringe the right of any third party (including intellectual property rights or any non-disclosure covenants), applicable laws and that such Feedback is not false, misleading or inaccurate. You grant us a perpetual, irrevocable, worldwide and royalty-free license to publish, aggregate, composite or otherwise use the Feedback in connection with the Platform, System, and our internal business purposes. Please contact us if you encounter Feedback on the System that you believe is inaccurate, misleading, fraudulent or infringing. While Company does not have an obligation to evaluate, screen, vet, monitor or use Feedback in anyway, it may, in its sole discretion and without any responsibility or liability to you or any other contributor, take any action (including investigating and/or deleting the Feedback) in respect of any Feedback that it determines was issued in breach of this Agreement, negatively affects our Platform or System or is otherwise harmful to the business interests of Company. Any Feedback available on the Platform is for informational purposes only, and should not be relied upon or be used as a substitute for professional advice in respect of employment, credit and other decisions about any particular contributor.
1. Term. The term of this Agreement will commence upon your acceptance of this Agreement and shall continue until terminated under this Section 7.
2. Termination. Company may terminate this Agreement for any reason immediately by providing you with written notice.
3. Effect of Termination. Upon the termination of this Agreement: (a) Contributor’s access to and use of the Platform and System will be immediately suspended. The rights and duties of the parties under Sections 5.3, 6, 8, 9, 10 and 11 will survive the termination of this Agreement.
UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING BY COMPANY: (A) THE PLATFORM, SYSTEM, AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY COMPANY TO CONTRIBUTOR ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND; (B) COMPANY HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE REGARDING THE PLATFORM OR SYSTEM; (C) COMPANY DOES NOT WARRANT THAT THE PLATFORM OR SYSTEM WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE; AND (D) WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CONTRIBUTOR IN CONNECTION WITH CONTRIBUTOR’S USE OF THE PLATFORM OR SYSTEM IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CONTRIBUTOR FOR ANY PURPOSE WHATSOEVER.
COMPANY IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY SYSTEM OR SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY COMPANY, TELECOMMUNICATIONS OR HOSTING PROVIDERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY COMPANY.
THE PLATFORM AND SYSTEM ARE OFFERED AND CONTROLLED BY COMPANY FROM ITS FACILITIES IN CANADA. COMPANY MAKES NO REPRESENTATIONS THAT THE PLATFORM OR SYSTEM IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE PLATFORM OR SYSTEM FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
Contributor will indemnify, defend and hold Company harmless against all actions, losses, liability, damages, attorneys’ fees, settlements and costs claimed by a third party arising out of or in connection with: (a) Contributor’s breach of any of Contributor’s obligations, representations or warranties under this Agreement or any negligence, willful misconduct or fraud; (b) Contributor’s use or misuse of the Platform or System; and/or (c) an allegation that the User Data, the use of User Data by Company pursuant to this Agreement or that the Contributor has infringed any third party intellectual property rights, privacy rights or other rights of a third party, or otherwise causes harm to a third party.
THE FOLLOWING PROVISIONS ARE A FAIR ALLOCATION OF RISK, ARE AN ESSENTIAL BASIS OF THE BARGAIN UNDER THIS AGREEMENT AND SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY:
1. Amount. UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING BY COMPANY, COMPANY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH OR UNDER THIS AGREEMENT IS LIMITED TO CAD $100. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT SHALL ANY SUPPLIERS, VENDORS, OR AGENTS OR AFFILIATES OF COMPANY HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
2. Type. IN NO EVENT SHALL COMPANY BE LIABLE TO CONTRIBUTOR FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (B) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (C) BUSINESS INTERRUPTION, EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (D) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE. IN NO EVENT SHALL COMPANY BE LIABLE FOR PROCUREMENT OR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
3. No Jury Trial. CONTRIBUTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT CONTRIBUTOR MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. AS PROVIDED IN SECTION 11.3 ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED THROUGH THE ARBITRATION PROCESS.
4. No Participating in Class Action. CONTRIBUTOR AGREES THAT, WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, CONTRIBUTOR HEREBY GIVES UP CONTRIBUTOR’S RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE. AS PROVIDED IN SECTION 11.3 ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED THROUGH THE ARBITRATION PROCESS.
5. Limitation of Time. Except as provided by applicable law, Contributor agrees that it will not bring a claim under or related to this Agreement more than 12 months from when such claim first arose.
1. Assignment. Contributor may not assign this Agreement to a third party without Company’s prior written consent. Company may assign this Agreement or any rights hereunder to any third party without Contributor’s consent. Any assignment in violation of this Section 11.1 shall be void. Any assignment is conditional upon the assignee agreeing in writing to be bound to the terms of this Agreement which shall be binding upon and inure to the benefit of the parties’ successors and permitted assignees.
2. Force Majeure. If the performance of any obligation under this Agreement, except non-payment of amounts due hereunder, is interfered with by reason of any circumstances beyond a party’s reasonable control, including but not limited to acts of God, labor strikes and other labor disturbances, epidemics and pandemics, power surges or failures, Internet connectivity or the act or omission of any third party (each a “Force Majeure Event”), such party will be excused from such performance to the extent necessary. Each party will use reasonable efforts to implement industry standard procedures to minimize disruption of such Force Majeure Events and will use reasonable efforts to remove such causes of non-performance.
3. Arbitration. Any dispute or claim between you and Company, arising out of or relating to this Agreement will be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre (VanIAC) pursuant to its applicable rules. The place of arbitration shall be Vancouver, British Columbia, Canada and the language of the arbitration shall be English. The number of arbitrators shall be one. Notwithstanding the foregoing, Company may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Company through injunctive relief and other equitable remedies without proof of monetary damages.
4. Choice of Law; Jurisdiction. This Agreement and any action related thereto shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
5. Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing. Notices will be deemed to have been given upon receipt, or when delivery is refused.
6. Entire Agreement. This Agreement is the entire understanding and agreement of the Parties regarding the use of the Platform or System as set forth herein, and supersedes any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof.
7. Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of Party at law or in equity
8. Relationship of the Parties. Company and Contributor are contracting independently to this Agreement, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement between Company and Contributor.