1 TERM OF AGREEMENT:
This Agreement shall commence on May 10, 2022 and shall continue in effect for the Term defined in the Agreement for each product or service defined in the Service Agreement (“SA”) or in an online account, which is the equivalent of an SA under these Terms and Conditions (the “Terms”).
2 INNOVATIVE TALENT SOLUTIONS INC. APPLICATION SERVICES:
3 FEES AND PAYMENT:
4 WARRANTIES AND DISCLAIMERS:
5 FORCE MAJEURE:
6 LIMITATION OF LIABILITY:
6.3 Each of the parties acknowledge that by entering into and performing its obligations under this Agreement, Innovative Talent Solutions Inc. will not assume and should not be exposed to the business and operational risks associated with Client’s business and Client therefore agrees to indemnify, defend and hold harmless Innovative Talent Solutions Inc. from any and all third party claims, actions, damages, liabilities, costs and expenses, including reasonable attorney’s fees and expenses, arising out of the conduct of Client’s business, including the use by Client of the services.
7 SUSPENSION AND TERMINATION:
8 INNOVATIVE TALENT SOLUTIONS INC. REFUND POLICY:
Since Innovative Talent Solutions Inc. offers non-tangible, irrevocable goods, it does not issue refunds once the order is processed and the services are made available. Client is responsible for understanding this upon purchasing any service from Innovative Talent Solutions Inc. In addition, issues concerning special offers or services offered on behalf of Innovative Talent Solutions Inc.’s affiliates must be dealt with directly with the appropriate affiliate and are not an issue for a refund or chargeback from Innovative Talent Solutions Inc. However, as exceptional circumstances may sometimes occur, Innovative Talent Solutions Inc. will honor requests for returns or refunds in the following situations: (a) Sometimes a Client’s e-mail provider or mail server may have mailing problems which prevent Client from receiving a delivery e-mail from Innovative Talent Solutions Inc. In this case, please contact Customer Service for assistance. Claims for non-delivery must be submitted in writing within 7 days from the order date. Otherwise the product or service will be considered received and available; and (b) problems relating to download or unzipping documents must be submitted to Customer Service. Innovative Talent Solutions Inc. will assume that Client has successfully downloaded or accessed the product ordered if Innovative Talent Solutions Inc. does not hear from Client within three days of expected delivery, and Client will have no further right of redress or refund for a “download or availability issue” reason.
9 CONFIDENTIALITY; NONSOLICITATION:
Except as otherwise provided herein, Innovative Talent Solutions Inc. and Client each agree that all written information communicated to it by the other, whether before the Effective Date or during the term of this Agreement, and (a) marked as confidential or proprietary; or (b) regarding customers; human resources; financial costs, expenses or operations; inventory, purchasing or merchandising; or plans, strategies or forecasts (hereinafter collectively referred to as “Confidential Information”) shall be used only for the purposes of this Agreement, and that no Confidential Information of the other party shall be disclosed to outside parties by the recipient party, its agents or employees without the prior written consent of the other party.
Client agrees to keep completely and unconditionally confidential the names of any institutions, corporations, investors, organizations, individuals, or groups of individuals introduced by Innovative Talent Solutions Inc., its subsidiaries, or its associates (collectively, “Innovative Talent Solutions Inc.” for purposes of this section). Client agrees not to divert or attempt to divert, or enter into any related business agreement or relationship with customers, or prospects of Innovative Talent Solutions Inc. based on information gained as a result of business or discussions with Innovative Talent Solutions Inc. Client agrees that neither it, nor any of its divisions, subsidiaries, affiliates, employees, agents, or consultants will have any direct or indirect contact with any business institution, investor(s), individual(s), and or other such individuals referenced or introduced by Innovative Talent Solutions Inc., without the express written consent of Innovative Talent Solutions Inc. Further, without prior written consent from Innovative Talent Solutions Inc., for a period of 12 months after the termination of this Agreement, Client or its representatives will not directly or indirectly, solicit, offer to hire, or directly hire any officers or employees of Innovative Talent Solutions Inc. introduced or identified to Client as a result of business or discussions with Innovative Talent Solutions Inc.
Each party agrees to take all reasonable precautions to prevent the disclosure to outside parties of Confidential Information of the other party, including without limitation, these Terms, except for information which is (i) not marked as confidential or proprietary or included in the categories identified above, (ii) already known by or available to the other party or its parent or subsidiaries at the time of disclosure; (iii) independently generated by either of the parties hereto or its parent or subsidiaries and not derived from the Confidential Information of the other party, (iv) generally known or available to the public, or which may later become generally known or available to the public except where such knowledge or availability is the result of an unauthorized disclosure by one of the parties hereto, (v) disclosed to the other party or its parent or subsidiaries by a third party who is lawfully permitted to make such disclosure, (vi) made available by the other party to a third party without a similar restriction; or (vii) required to be disclosed by either party or their parent or subsidiaries by law, regulation, court order or other legal process. This obligation of confidentiality shall cease two (2) years after the return of such Confidential Information to the disclosing party by the receiving party or two (2) years after the termination of this Agreement, whichever is later. The foregoing notwithstanding, Innovative Talent Solutions Inc. will have the right to identify that Client is a customer of Innovative Talent Solutions Inc. and may utilize traffic data and content for statistical and comparative purposes provided it is not disclosed in any manner which could reasonably identify Client.
All notices required by this Agreement to be given to Client shall be sent to its address on the first page of this Agreement.
Innovative Talent Solutions Inc.
ATTN: Chief Operating Officer
2-144 Old Kingston Rd
Ajax ON L1T 2Z9