BES Online Portal Employers Terms of Service

Employers

1 Introduction

Welcome to BES Client Portal! The Terms of Service delineate the terms and conditions governing the utilization of this platform. By accessing this website and utilizing our services, you agree to abide by these terms. If you do not agree to these terms, you may not use the BES Portal. For more information, please visit bipocsearch.com.

1.1 Definitions

For the purposes of this Terms of Service:

Account means a unique account created for you to access our service or parts of our service.

Administrator primary administrative contact at BES

Admins In some instances, multiple users may be linked to the same account (a ‘linked account’). A linked account is created when the primary account owner(s) (‘admins’) of an employer account invites other users to the same account.

Company referred to as either “the company”, “we”, “us,” “our” or “BES” in this agreement—refers to BIPOC Executive Search Inc. , 222 Bay Street, Suite 3000, Toronto, ON, M5K 1E7. For the purpose of the GDPR, the company is the data controller.

Country refers to Canada (headquarters for BIPOC Executive Search Inc.)

Device means any device that can access the service such as a computer, a cell phone, or a digital tablet.

Employer or Customer means the individual accessing or using the service, or the company, or other legal entity on behalf of which such individual is accessing or using the service, as applicable. Under GDPR (General Data Protection Regulation), you can be referred to as the Data Subject or as the user as you are the individual using the service. This person or entity can also be referred to as the “employer.”

HR Management Tools human resources management documents and software tools provided to employers and their employees on the BES Portal.

Linked Account in some instances, multiple users may be linked to the same Account (a “linked account”). A linked account is created when the primary account owner(s) (“admins”) of an employer account invites other users to the same account.

Registration The online registration to use the Service contemplated in Section 4

Service refers to the BES Online Portal.

Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the company to facilitate the service, to provide the service on behalf of the company, to perform services related to the service or to assist the company in analysing how the service is used. For the purpose of the GDPR, service Providers are considered Data Processors.

Subscription Term The term in which an Employer has agreed to subscribe for the Service

Terms of Service are also referred to as “agreement”

Third-party Social Media Service refers to any website or any social network website through which a user can log in or create an account to use the service.

Usage Data refers to data collected automatically, either generated by the use of the service or from the service infrastructure itself (for example, the duration of a page visit).

Website refers to BIPOC Executive Search Inc., accessible from www.bipocsearch.com

You/Your means the individual accessing or using the service, or the company, or other legal entity on behalf of which such individual is accessing or using the service, as applicable. Under GDPR (General Data Protection Regulation), you can be referred to as the Data Subject or as the user as you are the individual using the service. Also referred to as the “employer.”

2 Acceptance of Terms

As an Employer, by accessing or using the services provided by BES you agree to abide by the Terms of Service and any additional terms and conditions that may apply. Should you find any aspect of these terms disagreeable, your access to or utilization of our services is not permitted.

3 Use of the Service

3.1 General Use of the Service

As an Employer, you agree to use the BES Portal only for lawful purposes and in accordance with these Terms of Service. You are responsible for ensuring that any information you provide is accurate, complete, and up-to-date. Subject to the terms of this Terms of Services, upon online Registration as set out in Section 4 and the payment of the applicable fee, the Company grants Employer a limited, non-exclusive, non-transferable, license during the relevant Subscription Term to access and use the Services and permit the number and type of individual users (“Authorized Users”) specified in the Registration to access and use the Services solely for internal purposes, which includes talent acquisition endeavours and support with HR and people-related matters.

3.2 Use of the Services by Customer Affiliates and Authorized Users.

Customer may permit its Authorized Users, designated Affiliates, and Authorized Users of such Affiliates to access and use the Services pursuant to the terms of this Terms of Service; provided that additional fees may apply and such allowance does not expand the Company’s liability under Sections 9 and 15 below, and any claim under this Terms of Services or a Registration, must be brought by Employer unless an Affiliate has separately registered directly with the Company for Services. Employer must notify the Company of the identity of any Affiliates exercising rights granted to Customer hereunder. Customer is liable for all Affiliates and Authorized Users compliance with Customer’s obligations under this Terms of Service. Employer must take reasonable steps to prevent unauthorized access to the Services, including, without limitation, by ensuring that all access credentials are kept confidential. No Authorized User will share its credentials or permit another individual to circumvent the privileges restrictions pertaining to the Services. Customer is liable to the Company for all activity that occurs with Customer’s credentials or otherwise through or in connection with Customer’s or its’ Affiliates or Authorized Users’ accounts, including, without limitation, any unauthorized use or access of the Services through Customer or its’ Affiliates or Authorized Users’ accounts by Customer or any third parties. If Customer discovers any vulnerabilities or breaches related to Customer’s, an Affiliate’s, or an Authorized User’s use of the Services, Customer will: (a) promptly contact the Company and provide details of the vulnerability or breach; and (b) cooperate with the Company to remediate such vulnerability or breach. As used herein, “Affiliate” of a party means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity, and "control" (including as used in the terms "controlled by" and "under common control with") means the ownership, beneficially or of record, of more than fifty percent (50%) of the voting securities of an entity.

3.3 Customer Obligations When Using the Services.

(a) Customer understands that it has control over who is designated as Authorized Users and their specific roles and access rights, the files, information, or other data that’s uploaded, inputted, or otherwise processed in, through, and to the Services (together, “Customer Content”), and the specific purpose of how the Services are configured and used. Accordingly, in addition to Customer’s other obligations under this Terms of Service, in connection with Customer’s use of the Services, Customer agrees as follows: (i) Customer will ensure that it has obtained all requisite consents to enable the Company to provide the Services; (ii) Customer will not use the Services in a manner that generates inquiries from a law enforcement or other regulatory agency or triggers such an agency to request the suspension of the Services; (iii) the Services may not be used to violate system or network security, including, but not limited to, transmitting files or messages containing computer viruses or propagating worms, Trojan horses, or “spyware” programs; (iv) Customer may not perform any audits, penetration testing, or make any other intrusion attempts on the Services without the Company’s prior written consent; (v) the Services may not be used to transmit any Customer content that violates or infringes the intellectual property, proprietary, or other rights of third parties, or that is offensive, illegal, or otherwise reasonably objectionable to any person or entity; and (vi) Customer will not upload any of the following types of information: personally identifiable health information, financial account numbers (such as credit card or bank account numbers), or any other information or combinations of information that falls within the definition of “special categories of data” under applicable European data protection law or “sensitive information” under any other applicable law.

(b) The following describes general use restrictions for the Service. Except as expressly allowed under this Terms of Service, Customer shall not, directly, indirectly or through its Affiliates, Authorized Users, employees, or independent contractors: (i) attempt to sell, transfer, assign, rent, lend, lease, sublicense or otherwise provide third parties the benefit of the Services; (ii) "frame," "mirror,” copy or otherwise enable third parties to use the Services (or any component thereof) as a service bureau or other outsourced service; (iii) allow access to the Services by multiple individuals impersonating a single end user; (iv) modify or use the Services in a manner that interferes with, degrades, or disrupts the integrity or performance of any Company services, systems or other offerings, including, without limitation, data transmission, storage, and backup; (v) use the Services for the purpose of developing a product or service that competes with any of the Company’s products or services; (vi) circumvent or disable any security features or functionality associated with the Services; (vii) access the Services or associated data through web scraping or any undocumented process or interface; or (viii) use the Services in any manner prohibited by applicable law or treaties.

4 Registration

In order to access certain features of BES, you will be required to register an account. When registering, you agree to provide accurate and complete information about yourself. You are responsible for maintaining the confidentiality of your account credentials and for any activity that occurs under your account.

5 Fees and Payment Terms

5.1 Fees and Taxes.

In consideration of the rights granted herein and access to and use of the Services, Customer shall pay BES the amounts specified in the Registration for the Services provided thereunder (“Fees”). Fees are non-refundable and non-cancelable unless expressly agreed otherwise under this Agreement. Taxes are continually evolving and vary by jurisdiction. As such, Fees specified in a Registration are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs, or other amounts attributable to Customer’s execution of this Agreement or purchase or use of the Services (collectively, “Taxes”). Customer is solely responsible for the payment of any applicable Taxes. BES is responsible for any taxes based on BES’ net income, assets, payroll, property, and employees. If BES is required to pay Taxes on Customer’s behalf, Customer shall promptly reimburse BES for all amounts paid.

5.2 Billing and Payment Terms.

Fees are payable in CAD and/or USD and are due at the time of Registration or as mutually agreed. BES reserves (among other rights and remedies) the right to suspend Customer’s access to the Services if undisputed Fees are not paid when due. Amounts payable to BES shall continue to accrue during any period of suspension and must be paid as a condition precedent to reactivation. Customer’s failure to pay any undisputed Fees when due shall be deemed a breach of a material obligation under this Agreement.

5.3 Overages and Upgrades.

If Customer’s actual usage of the Services during a Subscription Term exceeds the allowance or scope stated in the Registration (“Overage”), Customer will be required to subscribe and pay for such Overage, prorated, based on the Fee set out in the then-current Registration (or then-current pricing if not set out in such Registration). Customer may elect to upgrade its Service package, add other then-available add-ons, modules or integrations, or increase the scope of its subscription to add additional users at the then-current rates (together, “Upgrade Fee”). Upgrade Fees will be prorated from the upgrade date (which is the date such upgrade was enabled in Customer’s BES account) and Customer will be invoiced thereafter. Following the end of the then-current annual period of the Subscription Term, any recurring Overage Fees or Upgrade Fees will be added to the then-current annual subscription fee for the Services and Customer will be billed accordingly.

6 Intellectual Property

6.1 BES IP.

The BES Portal, Services, AI, underlying technology, and its original content, features, and functionality are core to BES’ business. As such, all rights (including all ownership rights) not expressly granted to Customer under this Terms of Service are reserved by BES, its suppliers, and licensors. BES and its licensors retain all right, title, and interest in and to BES’ name, logo, and other marks, the Services, any documentation related thereto, all underlying software, AI models, De-Identified Data, methodologies, and all components, updates, modifications, derivative works, and manifestations to the foregoing, including, but not limited to, all intellectual property and proprietary rights in the foregoing (including, without limitation, any changes which incorporate any Feedback) (collectively, “BES Technology”).

You understand and acknowledge that BES or its affiliates, or its or their licensors, owns all right, title, and interest to the BES Portal and all proprietary rights associated therewith. BES reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, or other indicia of ownership on the materials accessed through the BES Portal, other than your user content. Any use of materials or descriptions, any derivative use of the BES Portal or its materials, and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event may you frame any portion of the BES Portal or any materials contained therein.

The materials on the BES Portal are provided with ‘Restricted Rights.’ Use, duplication, or disclosure is subject to restrictions as set forth in applicable laws and regulations.

6.2 Rights to Customer Content.

As between the parties, any rights in and to Customer Content are retained by Customer. The parties agree that Usage Data (defined as follows) and Feedback (defined in Section 4.4 below) are not considered Customer Content for purposes of this Agreement. As used herein, “Usage Data'' means data and other information pertaining to Customer’s use of the Services, including, but not limited to, the number of contracts processed and analyzed, the number of tasks created and completed, the number of searches or reports run, and the frequency of log-ins.

6.3 License to Customer Content.

Customer, on behalf of itself and all authorized Affiliates, hereby grants to BES a limited, non-exclusive, royalty-free, worldwide license to use, copy, store, modify, distribute, transfer, and display all Customer Content solely for the purpose of providing the Services. Customer understands that to build and deliver a great product, BES improves the Services using Usage Data and aggregated and anonymized Customer Content. Accordingly, notwithstanding the foregoing, in compliance with applicable laws and this Terms of Service, BES may: (a) during and after the Term, use Usage Data to develop, improve, support, secure, market, and operate the Services, except that any Usage Data shared externally must be aggregated and anonymized and in a format that is not traceable back to Customer; and (b) improve the Services by producing artificial intelligence (“AI”) models that include Customer Content that has been de-identified, anonymized, and aggregated so that it does not identify Customer, Customer Affiliates, Authorized Users, or any other individual person or company (for example converting a governing law clause to a numerical representation that allows an AI model to better understand and identify variations of governing law clauses). BES agrees that once Usage Data and Customer Content are converted to a de-identified, aggregated, and anonymized format (together, “De-Identified Data”), it cannot be re-identified.

6.4 Feedback.

Customer and any Authorized User may submit comments, suggestions, ideas, or other feedback to Lexion related to the Services or any Lexion Technology (together, “Feedback”). Customer hereby grants Lexion a perpetual and irrevocable license to use and exploit any portion of Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. Any Feedback provided by Customer is AS IS and Lexion will not attribute to Customer any Feedback used.

7 HR Management Tools

The BES Portal provides human resources management documents and software tools to employers and their employees (“HR management tools”). If you are an employee using any HR management tools, you agree that such use is subject to the provisions of this agreement. You further acknowledge that while BES is providing the HR management tools for your use, BES accepts no responsibility for such use. BES does not provide legal advice and cannot guarantee that any HR Management Tool will be in compliance with the law. You retain all responsibility for such compliance. If you have questions or concerns about the legality or appropriateness of any configuration of an HR Management Tool, you must seek your own counsel.

The BES Portal provides screening tools to employers for use in the application process, including screener questions, phone screen tools, and assessments. These tools are licensed for employers’ use as determined by them. The employer is solely responsible for determining which answers will qualify a candidate and for the use of the screening tool, including any results that may have a ‘disparate impact.’

BES does not act as an employment agency by offering screening tools. By using screening tools, you acknowledge that BES is not procuring employees for employers or procuring opportunities to work for job seekers. BES simply provides a tool for enabling employers and job seekers to exchange information as they see fit. The responsibility for the content of any screening tools, any requests for interviews or offers made, any issues arising from the acceptance or denial of employment, and any other issues related to the use of screening tools, lies solely with the employers or job seekers, as applicable.

You also acknowledge that only the employer is responsible for offering alternative screening methods if required by the relevant Canadian legislation, such as the Accessibility for Ontarians with Disabilities Act (AODA) or any other equivalent law.

8 Third-Party Websites

BES may provide you with access to a link on the BES Portal to services or products offered and performed by a third party (“third-party service”). For example, this service may be offered in the form of permitting a Jobseeker to request their own background check or permitting an employer to request a background check of a Jobseeker. BES operates as a technical conduit, allowing the transmission of background checks sent by a background check third-party service to you. You acknowledge and accept that BES will be able to view and store background check reports provided by any background check third-party service in order to supply you with this information, but cannot and will not manipulate or alter any of this information nor will this information be shared with any other BES users.

If you choose to use the third-party link and its services or products, you are contracting directly with the third-party service, and BES is not a party to this contract. Further, you agree to fully indemnify and defend BES for any claims arising out of your use of a third-party service’s services or product provided to you by a third-party service.

BES may recommend or provide links to third-party websites for various services, including job postings and recruitment platforms. While BES aims to recommend reputable websites, it cannot guarantee the accuracy, reliability, or legality of the content on these third-party websites. BES is not responsible for any damages or losses incurred as a result of your use of or reliance on content from these third-party websites.

You acknowledge that BES has no control over the content or actions of third-party websites, and you agree to use these websites at your own risk. BES recommends reviewing the terms of service and privacy policies of any third-party websites before using their services.

BES may receive compensation for recommending or linking to third-party websites, but this does not influence its recommendations or the content of its recommendations. By using the BES Portal and following recommendations to third-party websites, you agree to indemnify and hold harmless BES, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses arising from your use of these third-party websites.

9 Indemnification Regarding HR Laws

In no event shall BES, its directors, officers, employees, or agents be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in any way related to your failure to comply with equity, diversity, and inclusion laws in your jurisdiction, including salary disclosure regulations, based on the advice provided through the BES Portal. This includes any errors or omissions in the advice provided or any decisions or actions taken based on the advice provided.

By using the BES Portal, you agree to indemnify, defend, and hold harmless BES, its directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in any way related to any failure to comply with equity, diversity, and inclusion laws in your jurisdiction based on the advice provided through the BES Portal. The advice provided through the BES Portal, including the AI interface, is intended to align with applicable equity, diversity, and inclusion laws. However, it is important to note that laws and regulations vary by jurisdiction and are subject to change. BES does not warrant or guarantee that the advice provided will conform to all equity, diversity, and inclusion laws in your jurisdiction.

Please note that BES does not ultimately select the questions employers will use or determine the job qualification criteria. Employers are solely responsible for compliance with all applicable laws, including anti-discrimination laws and data protection laws. Employers are also responsible for offering alternative screening methods if required by the relevant legislation or similar laws in their jurisdiction. If you require alternative screening methods, you must contact the employer directly.

10 Use of AI Interface

Achieving fairness and equity in hiring requires nuanced expertise and unwavering commitment. These concepts are intricate and vary across cultures, lacking a universally agreed-upon definition. At BES, we employ both quantitative and qualitative data to rigorously assess the fairness of our products, starting from their initial design. We integrate the lived experiences of job seekers into our processes, recognizing that learning and improvement are ongoing journeys.

While AI presents exciting opportunities to enhance and support human work, hiring remains fundamentally human. People will always play critical roles in the job-seeking and hiring processes. Decisions about jobs and hiring are pivotal in individuals’ lives, and we aim to uphold the human element in these decisions while enhancing the experience of finding the right job or candidate.

We are committed to responsible innovation. The rapid advancement of AI has opened new doors for job seekers and employers, but embracing these developments responsibly demands careful consideration and clear evaluation. We strive to ensure that these systems are accountable for their outcomes, transparent in their impact on people, well-governed with robust security and safety measures, and respectful of human rights. We welcome open dialogue about the applications of AI in job seeking, advertising, and hiring, emphasizing the importance of ethical and responsible practices.

The BES Portal includes an AI interface designed to answer questions related to Equity, Diversity, Inclusion, and Accessibility (EDIA) in the hiring process. By using the AI interface, You acknowledge and agree to the following:

11 Limitation of Liability

11.1 Aggregate Liability and Exclusion of Certain Types of Damages.

(a) TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW AND SUBJECT TO SECTION 11.2, THE TOTAL AGGREGATE LIABILITY OF EACH PARTY AND ITS SUPPLIERS AND LICENSORS RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER CLAIM SHALL BE LIMITED TO THE ACTUAL AND PROVEN DIRECT DAMAGES INCURRED, UP TO THE AGGREGATE AMOUNTS PAID OR PAYABLE BY CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES.

(b) TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW AND SUBJECT TO SECTION 11.2, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF STRICT OR PRODUCT LIABILITY.

11.2 Exceptions and Interpretation.

(a) Notwithstanding anything to the contrary in this Terms of Service and to the maximum extent allowed under applicable law, Section 11.1 above will not apply to: (i) the amounts incurred by a party when acting as an Indemnitor under Sections 9 or 15; (ii) Customer’s obligation to pay all Fees due under this Agreement for the Subscription Term; or (iii) actual and proven damages incurred by a party arising from the other party’s intentional misconduct or fraud.

(b) The parties agree that; (ii) the limitations in Sections 11.1 (a) and 11.1 (b) are independent of each other; and (ii) the limitation of damages set forth in Section 11.1(a) shall survive any failure of the essential purpose of the limited remedy in Section 11.1 (b). The parties agree that they have entered into this Terms of Service and agreed to provice the Services in reliance on the terms of this Section 11 and these terms form an essential basis of the bargain between the parties.

12 Miscellaneous

This agreement constitutes the entire agreement between you and BES, and supersedes and replaces all prior or contemporaneous representations, understandings, and agreements, written or oral. If the Job Seeker Terms, employer Terms, or Publisher Terms apply to your use of the BES Portal, those terms shall control in the event of an inconsistency or conflict with these Terms of Service for All users.

Each provision of this agreement is a separately enforceable provision. If any provision of this agreement is determined to be unenforceable, it shall be reformed to the extent necessary in order for this agreement to remain in effect.

This agreement cannot be modified or amended. Written or phone communication between you and a BES employee is not a modification or amendment of this agreement.

You may not assign or delegate any of your rights or obligations hereunder without BES’s prior written consent, and any such attempt is void. BES may freely assign or delegate its rights and obligations hereunder without notice to you. BES and you are not in a legal partnership, agency relationship, or employment relationship. When BES provides the BES Portal or any related services to you, it is solely as an information service provider.

BES does not act as an employment agency by providing the BES Portal or its tools. Except as otherwise agreed to in writing, nothing in the terms should be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationships between us and third parties. Any references to such third parties as “partner” does not indicate that such party has any authority to bind us to any agreements or representations on our behalf without our prior written consent.

‘Including’ means ‘including without limitation.’

13 Mutual Confidentiality Obligations

13.1 Meaning of Confidential Information.

Each party (as “Receiving Party”) agrees that all code, inventions, know-how, business, technical, and financial information it obtains from the disclosing party (“Disclosing Party”) constitute the confidential property of the disclosing party (together, “Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Service performance information, pricing terms, and documentation shall be deemed Confidential Information of BES. Customer Content shall be deemed Customer’s Confidential Information.

13.2 Standard of Care.

Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any of the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement, will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care), and will limit access to Confidential Information of Disclosing Party to those of its employees, contractors, advisors, and agents with a need to know or who need access for purposes consistent with this Agreement and who are bound by confidentiality obligations at least as protective to those in this Agreement. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees or contractors of the Receiving Party who had no access to such information.

13.3 Compelled Disclosure and Equitable Relief.

A Receiving Party may disclose Confidential Information if so required pursuant to a regulation, law, or court order, but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party. The Receiving Party acknowledges that disclosure of Confidential Information could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law in any court of competent jurisdiction.

14 Disclaimer of Warranties

The BES Portal is provided ‘as is’ and ‘as available’ without any warranties of any kind, whether express or implied. BES does not warrant that the BES Portal will be uninterrupted, secure, or error-free. You understand and agree that you access and use the BES Portal at your own discretion and risk, and that BES disclaims all liability arising out of your use of the BES Portal. It is your responsibility to regularly review the BES Portal for the most up-to-date information (including, but not limited to, explanations about how features work, disclaimers and disclosures regarding the services provided, method for charging) about BES’s products and services. By using the BES Portal, you agree to all information provided on the BES Portal. Use of the BES Portal shall not excuse any lack of information or understanding about BES’s products and services where that information is otherwise provided on the BES Portal.

15 General Indemnification

You shall indemnify, defend, and hold harmless BES, its agents, affiliates, and licensors from any claim or liability (including, without limitation, reasonable legal fees) arising out of or related to: (a) your violation of any term of this agreement; (b) your use of, and access to, the BES Portal or any BES product, program, or service; (c) your loss of, or disclosure of, information gained from using the BES Portal or any BES product, program, or service; (d) your violation of any applicable laws or regulations, including but not limited to the Canadian Human Rights Act, any applicable employment, equality, or discrimination laws, and any applicable data protection or privacy laws (this includes any claims that BES, as your agent, violated any such laws); (e) your violation of any third-party right, including without limitation any copyright, property, or privacy right; (f) any claim that your content caused damage to a third party; (g) your actions as an employer, including without limitation screening, hiring, promoting, or demoting any employee or job seeker; or (h) the activities of any third-party service providers you engage to assist you with activities related to your use of BES products and services, such as but not limited to: facilitating your sourcing activities or tracking the conversion rates of job seekers through to job applicants. This defense and indemnification obligation will survive this agreement and your use of the BES Portal or any BES product, program, or service.

16 Class Action Waiver

By using the BES Portal, you acknowledge that BES can only offer you these services under the terms and conditions presented herein. As partial consideration for your use of the BES Portal, you agree not to sue BES as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against BES regarding your use of the BES Portal.

If you do not agree to any part of these terms, do not continue your use of the BES Portal. However, nothing in this paragraph limits your rights to bring a lawsuit as an individual plaintiff, including in small claims court.

17 Privacy

Your use of the BES Portal is also governed by our Privacy Policy. Please review our Privacy Policy, which explains how we collect, use, and disclose information that pertains to your privacy.

18 Modification of Terms

BES reserves the right to modify or revise the Terms of Service at any time. Any changes will be effective immediately upon posting on this page. Your continued use of our site after any such changes constitutes your acceptance of the new Terms of Service. Please review these terms regularly to stay informed of any updates.

19 Termination

We reserve the right to terminate or suspend your access to BES at any time, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms of Service. Upon expiration or termination for any reason, Customer and all Authorized Users shall discontinue all use of the Services. The Company may retain relevant Customer Content for financial reporting, compliance, or other legal purposes or that generally resides in any back-up systems, but will otherwise dispose of same in the ordinary course. Any Customer Content retained by BES for the foregoing reasons will continue to be protected by applicable terms of this Terms of Service and will remain subject to confidentiality obligations set out in Section 13. The parties agree that definitions, payment obligations of either party, Sections 6, 9, 11, 12, 13, 14, 15, 16 and 20, and other provisions that reasonably should survive to interpret the obligations or parties’ intent of this Agreement will survive any expiration or termination of this Agreement.

20 Governing Law and Venue

This agreement shall be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles and any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario.

21 Notices

Either party may give notice to the other party by means of electronic mail or by written communication sent by first class mail or pre-paid post, either of which shall constitute written notice under this agreement. Customer must give notice to BES in writing sent to contact@bipocsearch.com. The Company will provide notice to Customer at the email provided by Customer or to the mailing address designated on the account registration (or the then-current mailing address provided by Customer).

If you have any questions about these Terms of Service, please contact us at contact@bipocsearch.com.

By using the BES Portal, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.