PLEASE READ THESE MARKETPLACE TERMS FOR CLIENTS (THE “AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY LIVE ON INC. (“LIVE ON”).
BY CLICKING THE “SUBMIT” BUTTON OR BY USING THE SERVICES IN ANY MANNER, YOU OR THE ENTITY YOU REPRESENT (“CLIENT”) AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS.
YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND CLIENT. USE OF LIVE ON’S SERVICES IS EXPRESSLY CONDITIONED UPON CLIENT’S ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.
LIVE ON reserves the right, at its sole discretion, to modify or replace this Agreement, or change, suspend, or discontinue its Services (including without limitation, the availability of any feature, database, or content) at any time. It is Client’s responsibility to check this Agreement periodically for changes. Client’s continued use of the LIVE ON’s services following the posting of any changes to this Agreement constitutes acceptance of those changes.
LIVE ON is a marketplace platform to help hirers fulfil their needs, and Freelancers, or as we call them, Locums, to monetize their extra time. LIVE ON’s not a placement agency.
INTERPRETATION / GENERAL
In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the indicated meanings and grammatical variations of such words and terms shall have corresponding meanings:
“Additional Services” means any products and services provided by a third party ;
“Agreement” means the agreement between LIVE ON and the Client comprising the terms set out in this document and any Engagement Details relating to a relevant Engagement.
“LIVE ON’s Services” means any services offered by LIVE ON ;
“Cancellation Fee” means the fee payable by the Client following an unjustified cancellation.
“Confidential Information” means all data and information relating to this Agreement and the business and management of LIVE ON Inc, including the contracts, trade secrets, customer lists, pricing lists and modules, patents, trademarks, accounting records to which the Client had access, provided that Confidential Information shall not include any data or information which the Receiving Party can establish:
- was rightfully in the possession of the Receiving Party prior to the disclosure of such Confidential Information by the Disclosing Party;
- is required to be disclosed pursuant to law or an order from a court of competent jurisdiction; or
- is disclosed to a third party with the written consent of the Disclosing Party;
“Client” means a person or an entity that uses LIVE ON services ;
“Days” means calendar days, including all seven days of the week; provided that, for the purpose of notification, the day upon which notice is dispatched shall not be counted ;
“Engagement” means the agreement between a hirer and a locum ;
”Force majeure” means:
- an act of God ;
- an outbreak of hostilities, riot, civil disturbance or an act of terrorism ;
- the act of any government or a governmental agency or authority, when such act does not result from acts or omissions of a Party that are a violation of applicable law ;
“Hirer” means someone who hires ;
“Introduction” means the Client directly or indirectly receiving, viewing or having access to any information via LIVE ON’s Services which identifies or relates to a person who may act as a Hirer or a Locum ;
“Locum” means a person who stands in temporarily for someone else of the same profession.
“Parties” means LIVE ON and client ;
“Party” has the same meaning as Parties.
“Person” includes any individual, corporation, Limited Liability Company, partnership, joint venture, trust, Governmental Authority, or other incorporated or unincorporated association or organization, and any trustee, executor, administrator or other legal representative;
“Unjustified cancellation” means any cancellation that are made by Client.
“Slot” means a vacancy that has been posted by the hirer.
“Transaction Taxes” mean the Goods and services tax (GST) and the Harmonized sales tax (HST) or any applicable taxes ;
“Website” means any internet site operated by LIVE ON ;
In order to access LIVE ON’s Services, Client must create a user account.
Client may register directly from online or through a social network by authorizing LIVE ON to access its account in accordance with the conditions governing it.
Client user account is created for its personal use of LIVE ON’s Services. Client may not have more than one (1) active user account.
Client agrees to provide accurate, up-to-date and complete information during the registration procedure and to update the said information so that it continues to remain accurate, relevant and complete.
LIVE ON reserves the right to suspend or terminate Client user account and its access to LIVE ON’s Services if Client create more than one (1) user account, or if any of the information provided during the registration procedure or thereafter is inaccurate, fraudulent, obsolete or incomplete.
Client are responsible for protecting their password. Client are fully responsible for any activity conducted on their account, whether or not Client had authorized the said activity. If Client become aware of or reasonably suspect any intrusion, including any theft, loss or unauthorized disclosure or use of your password, Client must report it to LIVE ON immediately.
LIVE ON’s Content
Client agrees that the LIVE ON’s Services contains Content specifically provided by LIVE ON or its partners or users and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws.
Client shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Service.
Client shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, and (ii) in any way that violates any third party right.
Client may, to the extent the Sites expressly authorize you to do so, download or copy the Content, and other items displayed on the Sites for download, for personal use only, provided that Client maintain all copyright and other notices contained in such Content. Client shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from LIVE ON, or from the copyright holder identified in such Content’s copyright notice.
LIVE ON may, at its sole discretion, authorize the downloading and publication of comments, remarks, photos, text or other content through the Application (collectively “Client Content”).
By submitting Client Content, Client grant LIVE ON an irrevocable, perpetual, non-exclusive, assignable and free license to copy, modify, display or otherwise use Client Content.
Client represent and warrant to LIVE ON that :
- Client is the owner of Client Content or has the written permission of the owner of the copyright to make Client Content available on or through the LIVE ON’s Services ;
- Client Content is accurate and correct;
- Client has the right to grant LIVE ON the above-mentioned license; and
- the reproduction, display, distribution, use or other exploitation of Client Content by LIVE ON and our service providers, members, users and licensees as permitted by the aforementioned license will not violate the rights of any third party or contravene any law.
LIVE ON may refuse to publish or may delete any content that we consider inappropriate because it is, among other things, vulgar, offensive, defamatory, libellous, obscene, hateful or otherwise illegal or offensive.
Client’s use of LIVE ON’s Services
Client shall not :
- Disassemble, decompile, perform any reverse-engineering operation or other for the purpose of accessing the source code of LIVE ON’s Services;
- Copy LIVE ON’s Services in whole or in part, use it for a commercial purpose, rent it, offer it for rent, lend, sell or publish it, offer a license or sublicense to it, or distribute, assign or transfer it in any manner whatsoever or to any person whatsoever, whether in whole or in part;
- Download to or from the Application or send any content, link or other material via LIVE ON’s Services which (if reproduced, published, sent or used) could:
- Be defamatory, libelous, threatening, abusive, harassing, hateful, obscene, pornographic or violate, harm or interfere with the privacy of any person;
- Violate any law, including laws pertaining to intellectual property, the protection of privacy or other laws;
- Usurp the identity of another person or otherwise cause other people to be misled about the identity of the author;
- Give rise to civil or other liability; or
- Be connected with illegal drugs, firearms, gambling or other illegal activities;
- Download or send any file, data, software or link via LIVE ON’s Services which contains or redirects users to a virus, Trojan horse, computer worm or other harmful component;
- Use the Application to commit, or attempt to commit, any of the following acts without LIVE ON’s written authorization :
- Send unsolicited e-mails such as spam or other mass mailings;
- Acquire unauthorized access to any data, networks or systems;
- Conduct or promote any business activity;
- Monitor data or traffic on any network or system;
- Obtain any e-mail address, username or any other information on a third party without their consent ;
- Use any misleading or false TCP/IP message header in any e-mail or posting; or
- Carry out or initiate any denial-of-service attack against LIVE ON’s website or network, or any website or network of third parties.
- Make improper complaints or submit false reports via LIVE ON’s Services ;
- Falsify any data or information available on LIVE ON’s Services ;
- Delete or modify any copyright notice or other notice concerning the intellectual property rights to any of LIVE ON’s Services;
- Avoid, circumvent or deactivate any secured technological access, security system, procedure, protocol or technological protection mechanism that may be included or established in or as part of LIVE ON’s Services or of any computing software/hardware used to provide LIVE ON’s Services, or the computing software/hardware or services of third parties; or
- Authorize or encourage any third party to do anything referred to above.
COMMISSIONS AND FEES
LIVE ON’s Commissions
LIVE ON’s commission shall be calculated as follows: 15%, or otherwise agreed, of the remuneration payable by the Hirer to the Locum in respect of each Engagement;
For the Hirer
Whereas the Hirer cancels an Engagement at least 24 hours before the date of the said Engagement, LIVE ON shall charge the said hirer a cancellation fee of 250$.
Whereas the Hirer cancels within 24 hours of the Engagement, LIVE ON shall charge Hirer the full amount ( remuneration and services fees of a minimum of 125$).
For the Locum
Cancellation fees. Whereas the Locum cancels an Engagement at least 24 hours before the date of the said Engagement, LIVE ON shall charge the said Locum a cancellation fee of 250$.
Whereas the Locum cancels within 24 hours of the Engagement or during the said Engagement, LIVE ON shall charge Locum the full amount (remuneration and services fees of a minimum of 125$).
The above amounts are subject to transactional taxes.
Late Payment Fees
The client will pay for the invoice at the latest on the day of the mandate. The client will provide us with a postdated cheque at least seven (7) days prior to the mandate date. Late Payment fees shall be 1 per cent per month, compounded daily, plus an administration fee of 49.95$ which will be applied automatically.
In the event that the Recruiter is not satisfied with a Locum’s performance, the Recruiter has the opportunity to change the Locum, all without charge and without compensation for the Locum. The cancellation of the Mandate will be possible in the event that no other Locum could replace the previous Locum.
NON-CIRCUMVENTION AND NON-SOLICITATION OF HIRER AND LOCUMS
Connecting Hirers and Locums (Clients) is an integral part of LIVE ON’s model, and maintaining a supply of Hirers and Locums is essential to LIVE ON’s core business.
Client represents and warrants that it will not attempt to circumvent, or circumvent, any of the communication or payment methods provided by LIVE ON, this includes, but is not limited to (i) submitting any proposals or soliciting any Clients other than through LIVE ON, (ii) paying any fees associated with the LIVE ON’s Services other than to LIVE ON as provided in this Agreement.
During the term of this Agreement and for a period of three (3) years after, Client represents and warrants it will not pay Clients introduced to him outside the LIVE ON’s marketplace platform nor directly or indirectly solicit the Clients to provide services outside the LIVE ON’s Marketplace.
Should Client breach its warranty in this section, Client will pay LIVE ON a placement fee equal to the greater of :
- twenty-five percent (25%) of the Client’s equivalent estimated annual contract value,
- 5,000 $.
LIMITATION OF LIABILITY
LIVE ON shall not be liable for :
In no event shall LIVE ON be liable for direct, indirect or any other damage of any nature resulting from the use of its Services by any person or company, or by any type of technical or technological equipment, whether due to human or technical error that may occur at any stage whatsoever, or from problems or technical defects in the electronic or communication networks, online computer systems, servers, computer equipment, software, data transmission or any other technical problem or Internet site congestion or any other situation.
The client acknowledges that LIVE ON does not supervise and/or control the Hirers or Locums actions. Nothing in this agreement shall in any way constitute a Employer-employee relation between LIVE ON and the Clients.
The client agrees that LIVE ON shall not be liable for any Losses arising from :
- any failure to provide the Services ;
- the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations of its other Clients, including, without limitation, any lack of skill of any Clients; or
The client agrees that LIVE ON shall not be liable for any Losses arising for :
- the theft, destruction, deletion or damage of or to any data, computer systems or materials by any Clients.
- any loss of profit, business, revenue, goodwill, anticipated savings and/or any claims made under third party contracts, arising out of any failure by LIVE ON to perform any obligations under this Agreement.
This Agreement will be governed by and construed in accordance with the laws of the Province of Quebec, and the Parties attorn to the jurisdiction of the courts in the Province of Quebec for the purpose of resolving any dispute arising from or connected with this Agreement.
Client may not assign, delegate or transfer this Agreement or any rights or obligations hereunder in any way (by operation of law or otherwise) without LIVE ON’s prior written consent. LIVE ON may transfer, assign, subcontract or delegate this Agreement and any rights and obligations without consent.
For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract.
Except as otherwise set forth herein, any notices in connection with this Agreement will be in writing and sent by registred mail or email.
For LIVE ON :
Registredmail : LIVE ON Inc., 407, Blvd. Saint-Laurent, suite 800, Montreal, Quebec, Canada
by email to : [email protected]
For Client :
Registered mail or email: the address provided by Client during registration (or, in each case, such other address as may be properly specified by written notice hereunder).
No amendments or modifications of this Agreement will be binding unless if made in writing and signed by the Parties hereto.
Third Party access
LIVE ON Inc. will not be held responsible for the content, links, publicity, products or services or any other material provided by a third-party.
This Agreement will be binding upon the heirs, executors, successors and permitted assigns of the Parties hereto.
Neither Party will be responsible for, nor will it have any liability for, any failure on its part to perform or abide by any provision of this Agreement if such failure arises by reason of the occurrence of an act of force majeure. If a Party is prevented, by reason of an event of force majeure, from performing or abiding by any of the provisions of this Agreement, the affected Party will use reasonable commercial efforts to partially perform and abide by such provision to the extent practicable having regard to the event of force majeure, and the non affected Party will, for the duration of such event of force majeure, be released from such obligations or restrictions hereunder as are necessary to enable it to protect its operations and financial interests.
If any provision of this Agreement is found to be invalid, illegal or unenforceable by reason of any determination made by a court of competent jurisdiction or any governmental authority having jurisdiction in the circumstances, such provision will be severed from this Agreement and the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties hereto in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.