Tempin Recruitment Inc.
4220A rue de Mentana, Montreal, Quebec, H2J3B2
Last Update: July 6, 2022
- “Account” means a profile created through the Application and used by Partners to access the Platform.
- “Application” means the mobile software application (iOS and/or Android) through which Members and Partners access the Platform.
- “Partner” means a company, entity or other person including the undersigned, using the Platform to find service providers or employees to fill one-time and/or recurring local work opportunities.
- “Gig” means a request for Services posted on the Platform by a Partner.
“Open Gig” means an available Gig that has not been accepted by a Member.
“Accepted Gig” means a Gig that a Member has accepted and for which the Member has agreed to perform Services.
- “Platform” means the online and mobile platform developed and maintained by TempIn on which Partners connect with Members.
- “Member” means a service provider or a job seeker available on the the TempIn platform, who uses the Application to access the Platform in order to receive access to Gigs.
- “Services” means the work product and/or services provided by a Member to a Partner pursuant to an Accepted Gig.
- This Agreement governs the entire relationship between the Parties and establishes their respective rights and obligations arising out of this relationship, including Your access to the Platform and/or use of the TempIn Application, which facilitates the provision of Services by Members to Partners in response to Gigs.
- The Parties intend this Agreement to create the relationship of independently contracting parties and not that of joint venture, partners, or principal and agent; neither Party shall have the right to bind the other in contract (or otherwise) except as specifically provided in this Agreement. It is also agreed that TempIn shall in no event be, act or be considered for any purposes as, the employer of Members.
The TempIn Platform
- TempIn is in the business of developing, maintaining, and distributing the software necessary to provide and support the Application and Platform.
- TempIn acts as a referral source enabling Partners and Members to connect with each other for Services; it does not provide workers (whether independent contractors or otherwise) to Partners or other third parties.
- By creating an Account and creating or accepting any Open Gigs or Jobs, You agree to use your best efforts to create a safe and secure work environment for all parties. Partners and Members acknowledge that
- You understand and acknowledge that despite being very selective in our selection process to access the platform for both Partners and Members, TempIn does not guarantee that Members will perform their duties exactly as expected or that Partners will act according to the terms of service. TempIn is not making any warranties in relation with the Services, the Application or the Platform, which are provided “as is, where is”, including the quality of the Services rendered by Members, all warranties and guaranties being excluded to the maximum extent allowed under applicable law.
- TempIn will not be responsible for the nature of the contract that members and partners decide to enter into outside the connection on the platform
Members’ access to the platform is free of charge. However, Partners will pay a monthly fee for accessing the platform. The fee will depend on the service agreement that they decide to enter into. Unless otherwise stated in the package the partner enters into, there will not be additional charges. The Partner acknowledges the considerable cost incurred by TempIn to select, evaluate and check its Members and Partners.
Partner agrees that it will not entrust assigned Members with unattended premises, cash, keys, vehicle, checks, credit cards or other valuable property without TempIn’s prior written permission.
This Agreement may be amended and existing partners and members will be notified in writing of any changes.
Partner shall ensure that its insurance provider covers all events of losses or damage in connection with the Services rendered by any Member, and shall otherwise maintain all insurance covering its business and operations in accordance with industry standards, as a reasonable business operating a business similar to the Partner’s business would maintain. TempIn is not responsible for any accident that occurs during the Gig caused by a Member, or for any other losses or damages in connection with the Services.
Contact by TempIn
CONSENT TO RECEIVE COMMUNICATIONS: You expressly consent to be contacted by, and to receive and accept communications from TempIn and authorized partners, representatives, and/or affiliates via different communication methods, including but not limited to email(s), SMS/text message(s), push notification(s), and/or phone call(s) to contact information, including telephone number(s), You provide to TempIn.
Term and Termination
This Agreement shall remain in full force and effect for a term of one (1) year (the “Term”) from the date it is accepted by You. At the end of such Term, this Agreement shall automatically renew for successive additional Terms of one (1) year each, unless and until terminated for convenience by either Party upon written notice. Termination or expiration of this Agreement shall not affect the continued validity of provisions that are intended by their nature to survive such termination or expiration, and of obligations incurred by a Party prior to such termination or expiration, which shall continue to apply in accordance with their terms.
Proprietary Information & Confidentiality
- You agree that all business, technical and financial information (including, without limitation, the identity of and information relating to Members or employees) developed, learned or obtained by or on behalf of You during the Term that relate to TempIn or Members, or to the business or demonstrably anticipated business of TempIn or Members, or in connection with the Services or that are received by or for TempIn or any Member in confidence, constitute “Proprietary Information.” Proprietary information also includes all information related to the Application and Platform and information received in confidence by TempIn from its suppliers, or other third parties, but shall not include any information to the extent You can document: (a) is or becomes part of the public domain through no action or omission by You; or (b) was possessed by You without an obligation of confidentiality prior to its disclosure under this Agreement.
- You agree that You shall hold in confidence and not disclose or, except in connection with the Services in accordance with the terms of this Agreement, use, or permit to be used, any Proprietary Information. Upon termination of this Agreement or when and as otherwise requested by TempIn, You will promptly provide to TempIn all items and copies containing or embodying Proprietary Information.
- If You become legally compelled to disclose any Proprietary Information, other than pursuant to a confidentiality agreement, You will provide TempIn prompt written notice of such disclosure and will cooperate with TempIn should TempIn seek a protective order or another appropriate remedy. If TempIn waives Your compliance with this obligation or fails to obtain a protective order or other appropriate remedy, You will furnish only that portion of the Proprietary Information that is legally required to be disclosed; provided that any Proprietary Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
- You also recognize and agree that You have no expectation of privacy with respect to TempIn’s telecommunications, networking, or information processing systems (including, without limitation, stored computer files, email messages and voice messages), and that Your activity or activity by your employees or agents and representatives, and any files or messages, on or using any of those systems may be monitored at any time without notice.
- As additional protection for Proprietary Information, You agree that during the Term of this Agreement and for a period of twelve (12) months thereafter, Partner will not encourage or solicit any employee or contractor of TempIn to leave TempIn for any reason.
Limitation on Liability
- IN NO EVENT WILL TEMPIN, ITS PARENTS, SUBSIDIARIES, AFFILIATES, SUPPLIERS OR OTHER RELATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES OR SHAREHOLDERS (COLLECTIVELY “TEMPIN” FOR PURPOSES OF THIS SECTION), BE LIABLE TO PARTNER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE TEMPIN PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE TEMPIN PLATFORM OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF TEMPIN OR ITS AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO PARTNER, AND PARTNER MAY HAVE ADDITIONAL RIGHTS.
IN NO EVENT WILL TEMPIN’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS RECEIVED BY TEMPIN FROM PARTNER PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTHS PERIOD PRECEDING SUCH CLAIM.
- You agree to indemnify, defend, and hold harmless TempIn, including all parent, subsidiary, and/or affiliated companies, as well at its and their past and present successors, assigns, officers, owners, directors, representatives, attorneys, employees, and agents (collectively “Indemnitees”) from: (i) any and all claims, demands, damages, lawsuits, losses, liabilities, and causes of action arising directly or indirectly from, as a result of, or in connection with the actions or omissions of Partner under this Agreement, including but not limited to personal injury to or death of any person; (ii) any liability arising from Your failure to comply with the terms of this Agreement; (iii) any and all tax liabilities and responsibilities for payment of all federal, provincial, and/or local taxes, including but not limited to all payroll taxes, sales taxes, workers’ compensation premiums, and any contributions imposed or required under federal, provincial, and/or local laws, that are owed by You; and (iv) all costs associated with Your business, including but not limited to the expense and responsibility for any and all applicable insurance, local, state, and/or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards, or municipalities, including assessments regarding Members’ worker classification or employee status.
- You agree that Your obligations in this Section shall include the cost of defense, including attorneys’ fees, as well as the payment of any final judgment rendered against, or settlement agreed upon by, TempIn or any of the Indemnitees.
- You explicitly agree that, unless otherwise prohibited by law, TempIn may satisfy Your indemnity obligation (in whole or in part) by way of deduction from any payment due to You from TempIn.
- Assignment. Partner shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the prior written consent of TempIn. Any attempt to do so shall be void. TempIn may fully assign and transfer this Agreement in whole or part at its discretion.
- Notice. All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered mail to the address of the Party to be noticed as set forth herein or to such other address as such Party last provided to the other by written notice.
- Headings. Paragraph titles and headings are provided for reference only and do not affect the substantive provisions of this Agreement.
- Entire Agreement. This Agreement and the documents incorporated herein constitute the entire agreement between the Parties and supersede all previous agreements or representations, written or oral, with respect to the subject matter hereof. You represent and warrant that You are not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.
- Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the Province of Ontario, Canada, as though it is a contract entered into between citizens of that province. All claims, disputes or litigation in connection with this Agreement are to be exclusively brought before competent courts of the Province of Ontario, judicial district of Toronto.
- Language. The Parties declare that they have requested and hereby confirm their express wish that this agreement be drawn up in the English language. Les Parties aux présentes ont requis que la présente entente soit rédigée en anglais.
TempIn Recruitment Inc.