Subject to the conditions set forth herein, XpertImm may, in its sole discretion, amend this Agreement and the other Terms of Service at any time by posting a revised version on the Site. XpertImm will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by XpertImm, XpertImm will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
YOU UNDERSTAND THAT BY USING THE PLATFORM OR PLATFORM SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 18 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION AS PROVIDED IN SECTION 18). IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE PLATFORM OR THE PLATFORM SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS MAY BE PERMITTED HEREIN.
IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ORGANIZATION OR SERVICE PROVIDER, OR IN CONNECTION WITH PROVIDING OR RECEIVING CONSULTING SERVICES ON BEHALF OF AN ORGANIZATION OR SERVICE PROVIDER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION OR SERVICE PROVIDER TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ORGANIZATION OR SERVICE PROVIDER TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ORGANIZATION OR SERVICE PROVIDER.
Scope of Platform Services
Relationships on the XpertImm Platform
Platform and Service Fees & Payment Terms
Records of Compliance
Warranty, Liability and Release
Access to our Website and Platform
Terms Specific to Service Providers
Right to Refuse
Reviews, Ratings, Comments and Other Content
Term and Termination
Disputes and Dispute Resolution
The following terms are used throughout these Terms and have the specific meaning provided below:
“Account” means any User account on the XpertImm Platform;
“Application” means, collectively, the XpertImm Website together with any applicable mobile, tablet, or other smart-device applications and application program interfaces and all associated services;
“Aggregate Information” means information about Users we may collect we collect to create information that is aggregated and anonymized information that cannot be used to identify any natural person or Organization (including a Consulting Business), in order to develop statistics and analytics about our Platform and improve the experience for Users on our Platform and the delivery of all services through our Website or Application. Though Aggregate Information may be derived from Personal Information, it is not Personal Information because it cannot be used to identify any natural person or Organization;
“Client” means the individual or Organization that requested the Services determined as follows: (i) if the user has requested services for his or herself, then Client means that individual who specifically requested the Services over the Platform; (ii) if the Account was created by a representative of an Organization, then the Client means that Organization;
“Code” means the code(s) of ethical or professional conduct applicable to the Service Provider in the jurisdiction in which Consulting Services are provided;
“Listing” means one or more Consulting Services listed by a Service Provider over the Platform in which the Service Provider has provided details of the services stated in that listing and is available for a Client User to select over the Platform;
“including” or “include(s)” as used herein means including, without limitation;
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, province, country, territory or other jurisdiction;
“Job(s)” means an engagement for Consulting Services that a Service Provider provides to a Client under a Consulting Services Contract which originated from initial contact or discovery on the Platform;
“Service Provider” means the individual or organization that has listed its immigration consulting services on the Platform. the Client may engage with the Service Provider over the Platform or through external links available on Service Provider’s Account or Service details;
“Consulting Business” means the partnership or limited liability partnership, or other Organization, in which a Service Provider practices, if and as applicable;
“Consulting Services” means any services contemplated by a scope of work provided by a Service Provider to a Client within a Offer or the description in a Listing, including any amended or supplemented services as may be requested by the Client and agreed to be delivered by the Service Provider over the Platform or outside of the platform;
“Consulting Services Contract” means an Agreement or Retainer or Contract by a Service Provider to provide Consulting Services to a Client wholly or partially on the Platform in accordance with the Terms of Service;
“Member” means any Client, Service Provider, Consulting Business or other Organization that has an account on our Platform;
“Organization” means any person other than a natural person, including a corporation, association (whether incorporated or unincorporated), society, partnership, limited partnership, trust, mutual fund, charity, or not-for-profit other than any governmental entity;
“Platform” or “XpertImm Platform” means the Application, Website, and any associated services provided by XpertImm;
“Payments Data Controller” means Stripe, Inc. and its affiliates, including Stripe Payments Canada, Ltd. (collectively, “Stripe”), the third-party payments service provider that is responsible for your Personal Information relating to the Payments Services which enables payments over the Platform;
“Payments Services” means the services provided by the Payments Data Controller in order to complete financial transactions over our Platform via the application-programming interface provided by the Payments Data Controller;
“Terms of Service” means the most recent version of the XpertImm terms of service applicable to the Application as then posted on the Site.
“User”, “you”, or “your” refers to the individual that has visited the Website and/or Application and requested the Consulting Services over the Platform;
“User Content” means any comments, remarks, data, feedback, content, files, documents, text, photographs, images, video, music, or other information that you or any visitor or User post to any part of the Platform or provide to the Company, including such information that is posted as a result of questions; and
“Website” means the XpertImm website located at www.XpertImm.ca and web-application, including any subdomains thereof, and any other websites through which XpertImm makes its services available.
2. Scope of Platform Services
Section 2 discusses what XpertImm does and does not do when providing the Platform and Platform Services and some of your responsibilities when using the Platform as a Service Provider or Client, as detailed below.
2.1 Purpose of XpertImm
XpertImm is not an Immigration Consulting Business/Service and does NOT directly provide Immigration Consulting Services to Clients. We provide an online platform that enables Clients to easily, transparently and conveniently identify and contact Service Providers over our Platform. You do not need to download or license any XpertImm software to advertise, provide or obtain Consulting Services over our Platform. Our Platform provides features to allow Clients and Service Providers to access, market, communicate and collaborate with each other online.
Subject to the Terms of Service, XpertImm provides the Platform Services to Users, including hosting and maintaining the Website.
The Platform may include general information on commonly encountered immigration issues. At no time does XpertImm review content for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about your legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of your particular situation. XpertImm does not perform immigration consulting services performed by a Service Provider. At no time is a legal contract or retainer agreement created within XpertImm. Any information publicly provided on our Platform is not a substitute for legal advice or services of a Service Provider.
2.2 Relationship with XpertImm
XpertImm merely makes the Platform and Platform Services available to enable Service Providers and Clients to find and interact directly with each other online. XpertImm does not introduce Service Providers to Clients, find projects or matters for Service Providers, or find Service Providers for Clients. Through the Platform and Platform Services, Service Providers may be notified of Clients that may be seeking Consulting Services, a Service Provider or Service Offers, and Clients may be notified of Service Providers that may offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Consulting Service (listings), Offers, Enquiries, Client or Service Provider on their own. If Users decide to enter into a Consulting Services Contract, that agreement is directly between the Users and XpertImm is not a party to that Consulting Services Contract.
You acknowledge, agree, and understand that XpertImm is not a party to the relationship or any legal dealings directly between Client and Service Provider. Without limitation, Users are solely responsible for: (a) ensuring the accuracy and legality of any User Content; (b) determining the suitability of other Users for a Consulting Services Contract (such as any interviews, vetting, background checks, or similar actions); (c) negotiating, agreeing to, and executing any terms or conditions of Consulting Services Contract(s); (d) performing Freelancer Services; or (e) paying for Consulting Service Contracts or Consulting Services.
You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Consulting Services Contract with another User and for verifying any information about another User. XpertImm does not make any representations about or guarantee the truth, quality, efficacy or accuracy of any Service Provider’s or Client’s listings or other User Content on the Platform; does not verify all the information provided by Users about Service Providers or Clients, as applicable; and does not perform background checks on Service Providers or Clients. You acknowledge, agree, and understand that XpertImm does not, in any way, supervise, direct, control, or evaluate Service Providers or their work and is not responsible for any Consulting Services, Consulting Services Contract terms or Service Provider work product. XpertImm makes no representations about and does not guarantee, and you agree not to hold XpertImm responsible for, the quality, safety, or legality of Service Providers’ Consulting Services; the qualifications, background, or identities of Users; the ability of Service Providers to deliver Consulting Services; the ability of Clients to pay for Consulting Services; User Content, statements or posts made by Users; or the ability or willingness of a Client or Service Provider to actually complete a transaction.
You also acknowledge, agree, and understand that Service Providers are solely responsible for determining, and have the sole right to determine, which Jobs to accept; the time, place, manner, and means of providing any Consulting Services; the type(s) of Consulting Services to provide; and the price charged for their Consulting Services or how that pricing is determined or set.
Service Providers further acknowledge, agree, and understand that: (i) you are not an employee of XpertImm, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) XpertImm will not have any liability or obligations under or related to any Consulting Services Contracts and/or Consulting Services for any acts or omissions by you or other Users; (iii) XpertImm is unable to and does not, in any way, supervise, direct, or control any Service Provider or Consulting Services; does not impose quality standards or a deadline for completion of any Consulting Services; and does not dictate the performance, methods or process a Service Provider uses to provide Consulting Services; (iv) Service Providers are free to determine when and if to perform Consulting Services, including the days worked and time periods of work, and XpertImm does not set or have any control over such Service Provider’s pricing, work hours, work schedules, or work location, nor is XpertImm involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Service Provider for a Jobs; (v) Service Providers will be paid at such times and amounts as agreed with a Client in a given Consulting Services Contract, and XpertImm does not, in any way, provide or guarantee Service Provider a regular salary or any minimum, regular payment; (vi) XpertImm does not provide Service Providers with training or any equipment, labor, tools, or materials related to any Consulting Services Contract; and (vii) XpertImm does not provide the premises at which Service Providers will perform any work. If a Service Provider uses subcontractors or employees, Service Provider further agrees and acknowledges that this paragraph applies to XpertImm’s relationship, if any, with that Service Provider’s subcontractors and employees as well and Service Provider is solely responsible for Service Provider’s subcontractors and employees. (viii) when conducting your services, you will follow the guidelines provided by appropriate authorizing body such as ICCRC or respective law societies.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose except as may be expressly provided in this Agreement, provided, if applicable, that Users comply with the Opt Out provisions described in Section 18.9. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
XpertImm has no control over and does not guarantee (i) the quality, reliability, accuracy, or effectiveness of any Consulting Services, (ii) the truth or accuracy of any Listing descriptions, Ratings, Reviews, or other Member Content (as defined below), or (iii) the performance or conduct of any Service Provider or third party. XpertImm does not endorse any Service Provider or Listing or Consulting Services. Any references to a Service Provider being “verified” (or similar language) only indicates that the Service Provider has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by XpertImm about any Service Provider’s ability or quality. You should always exercise due diligence and care when deciding whether to hire a Service Provider, reviewing offers, or communicate and interact with other Users, whether online or in person.
2.3 Platform Feedback and User Content
You hereby acknowledge and agree that Users publish and request XpertImm to publish on their behalf information on the Platform about the User, such as feedback, composite feedback, geographical location, or verification of identity or credentials. However, such information is based solely on unverified data that Service Providers or Clients voluntarily submit to XpertImm and does not constitute and will not be construed as an introduction, endorsement, or recommendation by XpertImm; we provide such information solely for the convenience of other Users, including clients.
You acknowledge and agree that User feedback benefits the platform, all Users, and the efficiency of the Platform and you specifically request that XpertImm post composite or compiled feedback about Users, including yourself, on User Profiles and elsewhere on the Platform. You acknowledge and agree that feedback results for you, including your Service Provider Ratings and Reviews, wherever referenced, and other User Content highlighted by XpertImm on the Platform or otherwise (“Composite Information”), if any, will include Client comments, Client ratings, indicators of Client satisfaction, and other feedback left exclusively by Clients. You further acknowledge and agree that XpertImm will make Composite Information available to Clients, including composite or compiled feedback. XpertImm provides its feedback system as a means through which Clients can share their opinion or experience of other Service Providers publicly, and XpertImm does not monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
XpertImm does not generally investigate any remarks posted by Clients or other User Content for accuracy or reliability and does not guarantee that User Content is accurate. You are solely responsible for your User Content, including the accuracy of any User Content, and are solely responsible for any legal action that may be instituted by other Users or third parties as a result of or in connection with your User Content if such User Content is legally actionable or defamatory. XpertImm is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, we reserve the right (but are under no obligation) to remove posted feedback or information that, in our sole judgment, violates the Terms of Service or negatively affects our platform, diminishes the integrity of the feedback system or otherwise is inconsistent with our business interests and the purposes of this Platform. You acknowledge and agree that you will notify us of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, we may rely on the accuracy of such information.
3. XpertImm Accounts
Section 3 discusses what a User must agree to before using the Platform or Platform Services and the different types of accounts that can be created on the Platform, as detailed in this section.
3.1 Registration and Acceptance
When you register for an Account to use the Platform or Platform Services, or by clicking to accept the Terms of Service when prompted on the Platform, you agree to abide by this Agreement and the other Terms of Service, as applicable.
If you create an Account as an employee or agent on behalf of an organization, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the Organization.
3.2 Account Types
There are two different Account types: Service Providers and Clients. Once you register for one Account type, you will not be able to add the other Account type under the same email address. A User may only be either a Service Provider or Client on our Platform. For example, if you already have a Service Provider Account (defined below), you cannot add a Client Account as a separate account type in settings. You agree not to have or register for more than one Account without express written permission from us. We reserve the right to revoke the privileges of the Account or access to or use of the Platform or Platform Services, and those of any and all linked Accounts without warning if, in our sole discretion, false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.
i. Client Accounts
An individual or an Organization may register for an Account or add an Account type to use the Platform and Platform Services as a Client (a “Client Account”). Only one User may be associated with a Client Account.
ii. Service Provider Accounts
You can register for an Account to use the Platform and Platform Services as a Service Provider (a “Service Provider Account”). A Service Provider can register an Account individually, if a sole proprietor, or as a member of a Consulting Business, regardless of whether such Service Provider is a partner of such Consulting Business. All Service Provider Accounts are subject to strict eligibility and qualification accounts as set out in this Agreement. If XpertImm at any time becomes aware that a Service Provider is practicing unauthorized or otherwise not in compliance with applicable law, we reserve the right to periodically or permanently remove your account from our Platform.
3.3 Account Eligibility
XpertImm offers the Platform and Platform Services as a means for consumers and businesses to transparently and conveniently connect with Service Providers to obtain Consulting Services. Creating an Account to use our Platform is subject to the following eligibility restrictions.
i. Client Accounts
To register for a Client Account or use the Platform and Platform Services as a Client, you must, and hereby represent that you: (a) are an individual (b) will use the Platform and Platform Services for your legitimate immigration needs; (c) will comply with any licensing, registration, or other requirements personally or with respect to the Organization for which you are acting as you obtain Consulting Services; and (d) are a legal entity or an individual 18 years or older (or have otherwise reached the age of majority in your jurisdiction of residence) and can form legally binding contracts.
ii. Service Provider Accounts
To register for a Service Provider Account or use the Platform and Platform Services as a Service Provider, you must be, and hereby represent and warrant that you: (a) are currently qualified and licensed as an Authorized Representative (Service Provider) under applicable federal, provincial or territorial legislation as defined by IRCC definitions of Authorized Representative; (b) are a member in good standing of an applicable authorizing body; (c) will comply with any licensing, registration, or other requirements of the authorizing body, including but not limited to compliance with the Code applicable to you; (d) are currently based and operating in Canada;
3.4 Account Profiles
To register for an Account to join the Platform, you must complete a User profile (“Profile”). If you create a Service Provider Account, you consent to your profile be shown to other Users and the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Platform or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide any false or misleading information about your identity, qualifications or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading. If you do provide any false or misleading information, we reserve the right to revoke your account without advance notice.
3.5 Account Permissions
You agree not to request or allow another person to create an Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create an Account on behalf of your Organization (including a Consulting Business). By granting other Users permissions under your Account, including as a Team Member, you represent and warrant that (a) the User is authorized to act on your or the Organization’s behalf; (b) you are financially responsible for the User’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on behalf of the owner of the Account; and (c) you are fully responsible and liable for any action of any User to whom you have provided any permissions and any other person who uses the Account, including making payments and entering into Service Contracts and the Terms of Service. If any such User violates the Terms of Service, it may affect your ability to use the Platform. Upon closure of an Account, we may close any or all related Accounts.
3.6 Identity and Verification
When you register for a Service Provider Account and from time to time thereafter, your Account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your Organization on XpertImm. The requirement for identification and location verification contained in our Terms of Service are to foster an environment of trust and protect the safety, privacy and security of all Platform Users.
You hereby authorize XpertImm, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address, subject to applicable law. When requested, you must provide us with complete information about yourself and your business, which may include, but is not limited to, providing official documents.
3.7 Usernames and Passwords
When you register for an Account, you will be asked to choose a username and password for the Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share your username or password with any person who is not authorized to use your Account. We will assume that any person using the Platform with your username and password, either is you or is deemed to be authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to the password for any Account. You further agree not to use the Account or log in with the username and password of another User of the Site if (a) you are not authorized to use either or (b) the use would violate the Terms of Service.
4. Relationships on the XpertImm Platform
Section 4 discusses the relationship you may decide to enter into with another User on or outside the XpertImm Platform, including Consulting Services Contracts between Service Providers and Clients.
4.1 Consulting Services on the Platform
When a Client decides to engage a Service Provider to obtain Consulting Services, a contractual relationship is created directly between the Client and Service Provider (or Consulting Business). The Client and Service Provider have complete discretion both with regard to whether to enter into a Consulting Services Contract with each other and with regard to the terms of any such contract, including the retainer agreement.
With respect to any Consulting Services Contract, Clients and Service Providers may enter into any written agreements that they deem appropriate provided that any such agreements do not conflict with, narrow, or expand the Company’s rights and obligations under the Terms of Service.
You acknowledge, agree, and understand that XpertImm is not a party to any Consulting Services Contract, that the formation of a Consulting Services Contract between Users will not, under any circumstance, create an employment or other service relationship between XpertImm and any Service Provider. Users are responsible for complying with any requirements of applicable law. Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore Clients and Service Providers should consider their local jurisdiction and Code. XpertImm expressly disclaims any and all liability with respect to actions or omissions based on Consulting Services Contract.
4.2 Confidential and Privileged information
Service Providers are obligated to keep all Client and prospective Client information confidential under the professional Code between them. The interactions on the Platform between Clients and Service Providers is not intended to and will not affect the confidential and privileged nature of any legal advice or communications. XpertImm is not a party to any Consulting Services Contract between the Service Provider and Client and therefore not privy to direct communication between the Users outside the platform. The Company has a common interest with the Users of the Platform to protect the confidential and privileged status of any information or advice provided over the Platform. The fact that the Company may maintain confidential information, directly or indirectly, in a database maintained by the Company or a third-party provider, or the ability of the Company to create Aggregate Information or Composite Information about Users shall not constitute the waiver of any privilege inherent in a Service Provider-Client relationship.
Service Provider agree to abide by all applicable law, including their professional Code, with respect to the confidentiality of Client communications. Service Providers agree they will treat information received from a prospective Client whom they interact with but are ultimately not hired by confidentially as required by the professional Code(s). Clients acknowledge that Service Providers will be required to maintain certain communication for periods required by applicable law. If a Service Provider fails to uphold their obligation with respect to the protection of confidential information, the Company reserves the right to temporarily suspend or permanently delete the Service Provider’s Account and seek any other remedy which may be available under applicable Law.
4.3 Third Party Beneficiaries
It is the intent of the Company and Users who are Party to this Agreement that Users who have entered into Consulting Services Contracts and who disclose or receive confidential or privileged information to another User are third-party beneficiaries of this Agreement with respect to this Section.
For disputes arising between Clients and Service Providers, Users agree to pursue dispute independently, but acknowledge and agree that XpertImm will not and is not obligated to provide any dispute assistance beyond what is provided in these Terms.
If a Service Provider or Client intends to obtain an order from any arbitrator or any court that might directly involve the legal rights or obligations of the Company or our, that party will (a) give us at least thirty business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting the Company, we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.
5. Platform and Service Fees & Payment Terms
This Section 5 describes what service and administration fees you agree to pay to the Company in exchange for XpertImm providing the Platform and Platform Services to you.
XpertImm charges fees to Service Providers (collectively, “Service Fees”) in consideration for the use of the XpertImm Platform
5.1 Payment Agreements
Service Providers and Clients are responsible for agreeing to the Legal Fees which the Client will pay the Service Provider for any Jobs completed outside the Platform. This may include any Consulting Services Contracts where a Service Provider provides a service to a Client discovered through the Platform.
5.2 Service Fees for Service Providers
Service Providers pay XpertImm Service Fees for the use of the Platform. XpertImm charges Service Fees to Service Providers in accordance with these terms for using the Platform’s discovery, communication, reporting, enquiries & offers services. The Service Fees (to use the Platform and Platform Services) are paid solely by Service Provider.
Service Providers acknowledge and agree that the Service Provider is solely responsible (a) for all tax liability associated with payments received from Clients
5.4 Payment Methods
By providing Payment Method information through the Site and authorizing payments with the Payment Method, Service Provider represents, warrants, and covenants that: (a) Service Provider is legally authorized to provide such information; (b) Service Provider is legally authorized to make payments using the Payment Method(s); (c) if Service Provider is an employee or agent of an Organization or person that owns the Payment Method, that Service Provider is authorized by the Organization or person to use the Payment Method to make payments on the XpertImm Platform; and (d) such actions do not violate the terms and conditions applicable to Service Provider’s use of such Payment Method(s) or applicable law. When Service Provider authorizes a payment using a Payment Method via the Platform, Service Provider represents and warrants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Service Provider’s Payment Method(s), Service Provider is solely responsible for paying such amounts by other means.
Because the use of any Payment Method may be limited by applicable law or by written agreement with your financial institution, XpertImm is not liable to any Service Provider if we do not complete a transaction as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. XpertImm will make commercially reasonable efforts to work with any such affected Service Providers to resolve such transactions in a manner consistent with this Agreement.
6. Records of Compliance
Users will each (a) create and maintain records to document satisfaction of their respective obligations under this Agreement, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (b) provide copies of such records to the Company upon request. Nothing in this subsection requires or will be construed as requiring XpertImm to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creation, storage, and backup of your business records.
XpertImm agrees that it will store, backup, retain, or grant access to any information or data for each Client matter for the period request by a Service Provider to maintain that record under applicable legislation.
7. Warranty, Liability and Release
7.1 Warranty Disclaimer
You agree not to rely on the Website, the Platform Services, any information on the site or the continuation of the Platform. The Platform and the Platform services are provided on and “as is” and an “as available” basis. XpertImm makes no representations or warranties with regard to the Website, the Platform services, work product, or any activities or items related to this Agreement or the Terms of Service. To the maximum extent permitted by applicable law, the Company disclaims all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you. Section 17 (Term and Termination) states user’s sole and exclusive remedy against XpertImm with respect to any defects, non-conformances, or dissatisfaction.
7.2 Limitation of Liability
XpertImm is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:
- your use of or your inability to use our Platform or Platform Services;
- delays or disruptions in our Platform or Platform Services;
- viruses or other malicious software obtained by accessing, or linking to, our Platform or Platform Services;
- glitches, bugs, errors, or inaccuracies of any kind in our Platform or Platform Services;
- damage to your hardware device from the use of the Platform or Platform Services;
- the content, actions, or inactions of third parties’ use of the Platform or Platform Services;
- a suspension or other action taken with respect to your Account;
- your reliance on the quality, accuracy, or reliability of Listings, Profiles, Ratings, Reviews, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Platform; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL XPERTIMM, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS, AS APPLICABLE, BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF XPERTIMM, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY XPERTIMM FROM THE USER THAT WAS INVOLVED AS CLIENT OR SERVICE PROVIDER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM.
THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
This Section discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.
In addition to the recognition that XpertImm is not a party to any Consulting Services Contract between Users, you hereby release the Company, our Affiliates, and our respective officers, directors, agents, subsidiaries, partners, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Consulting Services provided to Client by a Service Provider and requests for refunds based upon disputes in connection therewith
TO THE MAXIMUM EXTENT APPLICABLE BY LAW, YOU HEREBY WAIVE THE PROTECTIONS OF ANY LEGISLATION OR ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that we failed to meet our obligations under the Terms of Service.
This Section discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Platform or Platform Services or your illegal or harmful conduct, as detailed below.
You will indemnify, defend, and hold harmless XpertImm, our Affiliates, and our respective directors, officers, employees, representatives, partners, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Platform and the Platform Services by you or your agents, including any payment obligations or default incurred through use of the Platform Services; (b) any Consulting Services Contract entered into by you or your agents, including, but not limited to, the classification of a Service Provider as an independent contractor; the classification of XpertImm as an employer or joint employer of Service Provider; any employment-related claims, including any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section, your agents includes any person who has apparent authority to access or use your Account demonstrated by using your username and password.
“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
8. Access to our Website and Platform
We may make access to and use of the XpertImm Platform, or certain areas or features of the Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a Service Provider’s booking and cancellation history. You must register an account (a “XpertImm Account“) to access and use certain features of the XpertImm Platform, such as publishing Enquiries, Services, responding to Client inquiries or messaging a User over the Platform. If you are registering a XpertImm Account for a Consulting Business, business, organization or other legal entity, you represent and warrant that you have the capacity and authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.
This Platform is owned and operated by ImmiSocial Inc. All right, title and interest in and to the materials provided on our Platform, including but not limited to information, documents, logos, graphics, sounds and images (the “Materials“) are owned either by ImmiSocial Inc or by our respective third party authors, developers or vendors (“Third Party Providers“). Except as otherwise expressly provided by XpertImm, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site or on any Applications shall be construed to confer any license under any of our Intellectual Property Rights, whether by estoppel, implication or otherwise. We do not sell, license, lease or otherwise provide any of the Materials other than those specifically identified as being provided by XpertImm. Any rights not expressly granted herein are reserved by the Company.
8.2 Limited Site License
We strive to keep our Website and the Platform Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Platform Services. In fact, we might even stop providing certain features without notice.
8.3 Termination of the Limited Site License
XpertImm may terminate any license it has granted to any Website visitor or User to access the Platform and Platform Services by providing notice, and the termination of such license shall be effective immediately upon XpertImm providing such notice.
8.4 Permitted Uses
XpertImm offers the Website and Platform Services for personal, consumer, household and business purposes. We make the Website and Platform Services available for Clients & Service Providers to find one another. In addition, certain Platform Services, may be used to obtain, general information and articles that we believe may be of interest to Platform visitors and Users. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Platform by us or anyone else. In no event should any content be relied on or construed as tax or legal advice or otherwise, except if obtained through a Consulting Services Contract. You should independently verify the accuracy of any content.
8.5 Prohibited Uses
Users are not permitted to use, or encourage, promote, facilitate, instruct or induce others to use, the Platform or Platform Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.
The following are examples of uses that are prohibited on the Site or when using the Site Services:
- Seeking, offering, promoting, or endorsing any unlawful services, content, or activities
- Fraudulent or misleading uses or content
- expressing an unlawful preference in a job post or Listing or otherwise unlawfully discriminating on a protected basis;
- posting personal information concerning another person;
- spamming other Users with Enquiries or Offers or posting the same Enquiry/Service multiple times so that more than one version remains active at a given time;
- making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
- attempting to or actually manipulating or misusing the feedback system
- Selling, trading, or giving an account to another person without XpertImm’s consent;
- directly or indirectly, advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on XpertImm to recruit Service Providers and/or Clients to join another website or company;
- Conduct or actions that could jeopardize the integrity of or circumvent the Platform, Platform Services or XpertImm’s proprietary information.
- attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Platform or Platform Services unless expressly permitted by the Company; or
- Accessing or using the Platform or Platform Services to build a similar service or application, identify or solicit our Users, or publish any performance or any benchmark test or analysis relating to the Platform.
XpertImm reserves the right, but does not assume the obligation, to investigate any potential violation of this Section or any other potential violation of the Terms of Service and to remove, disable access to, or modify any content on the Platform. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement or the Terms of Service.
8.7 Reporting and Collecting Violations
If you become aware of any violation of the Terms of Service, you must immediately report it to the Company. You agree to assist us with any investigation we undertake and to take any remedial steps we require in order to correct a violation of the Terms of Service.
9. User-Generated Content
XpertImm may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store User Content, such as text, photos, audio, documents, files, video, or other materials and information on or through the XpertImm Platform; and (ii) access and view User Content and any content that XpertImm itself makes available on or through the XpertImm Platform, including proprietary XpertImm content and any content licensed or authorized for use by or through XpertImm from a third party (“Company Content” and together with User Content, “Collective Content“).
9.1 Legal Protection and Ownership
The XpertImm Platform, Company Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the XpertImm Platform and Company Content, including all associated Intellectual Property Rights, are the exclusive property of XpertImm and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the XpertImm Platform, Company Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of XpertImm used on or in connection with the XpertImm Platform and Company Content are trademarks or registered trademarks of the Company in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the XpertImm Platform, Company Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.
You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the XpertImm Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by XpertImm or its licensors, except for the licenses and rights expressly granted in these Terms, if any.
9.3 Limited License
Subject to your compliance with these Terms, XpertImm grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the XpertImm Platform and accessible to you, solely for your personal and non-commercial use.
9.4 License to Platform
9.5 Service Provider Photographs
We may offer Service Providers the option of having professional photographers take photographs of the Service Provider or their Consulting Business, which are made available to Service Providers to include in their User Profiles with or without a watermark or tag bearing the words “XpertImm Verified Photo” or similar wording (“Verified Images“). Service Providers are responsible for ensuring that you are accurately represented in the Verified Images and you will stop using the Verified Images on our Platform if they no longer accurately represent you or any of your Consulting Services, if you stop offering the Consulting Service featured, or if your XpertImm Account is terminated or suspended for any reason. You acknowledge and agree that XpertImm has the right to use any Verified Images in accordance with this section for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your services or otherwise, without further notice or compensation to you. Where XpertImm is not the exclusive owner of Verified Images, by using such Verified Images on or through the XpertImm Platform, you grant us an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Listing or otherwise, without further notice or compensation to you.
9.6 Content Ownership
You are solely responsible for all User Content that you make available on or through the XpertImm Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the XpertImm Platform or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in and to such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or our use of such User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
We respect copyright law and expects our Users to do the same. If you believe that any content on the XpertImm Platform infringes copyrights you own, please contact us at [email protected].
10. Terms Specific to Service Providers
When creating a Listing on the XpertImm Platform, you must (i) provide complete and accurate information about the Consulting Services associated with that Listing, (ii) clearly set out the scope of the work applicable to the Listing and any applicable restrictions or limitations or requirements that apply to that Listing
You are solely responsible for setting prices for your Listings excluding taxes, taxable and non-taxable disbursements, as applicable, or other government fee/charges for the applicable stream. Despite the foregoing, Clients and Service Providers can always agree to modify the scope of work of the Consulting Services Contract if necessary.
10.3 Profile and Listing Placement
The placement and ranking of a Service Provider’s Profile and Listings in search results on the Platform may vary and depend on a variety of factors, such as User search parameters and preferences, Featured Listings, Service Provider requirements, price, responsiveness to Client Enquiries, cancellation history, Reviews and Ratings, type of Consulting Service.
10.4 Legal Relationship
When a Client expresses interest in your Consulting Services through our platform, you are not entering into a legally binding agreement with the Client on XpertImm. You are required to provide instructions to Clients on the process of hiring your Consulting Services in accordance with the applicable law including but not limited to rules mandated by your license authorizing body.
11. Right to Refuse
You acknowledge that XpertImm reserves the right to refuse service to anyone and to cancel User access at any time, subject to any restrictions under applicable law.
12. Reviews, Ratings, Comments and Other Content
After obtaining Consulting Services, Clients can leave a public review (a “Review”) and submit a star rating (a “Rating”) about the Service Provider that they worked with. Ratings or Reviews reflect the opinions and experiences of individual Clients and do not reflect the opinion of XpertImm about any Hand may be incorrect or misleading.
Ratings and Reviews by Clients of Service Providers must be truthful, accurate and may not contain any offensive or defamatory language. Ratings and Reviews are subject to Section 9 (User-Generated Content) and must comply with our policies. As legal matters are sensitive, any Review and Rating should be solely based on the Client’s experience working with the Service Provider and not based on the particular outcome of a given situation.
Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another Service Provider. Ratings and Reviews are part of a Service Provider’s public profile and may also be surfaced elsewhere on the XpertImm Platform (such as the any Fixed-Fee Listings) together with other relevant information such as number of jobs, number of cancellations, average response time and other information.
13. Intellectual Property
13.1 Our Intellectual Property
ImmiSocial Inc and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Platform and the Platform Services. The XpertImm logos and names are trademarks of ImmiSocial Inc and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Platform or connected to Platform Services may be the trademarks of their respective owners. Nothing in the Terms of Service grants you a right to use any XpertImm Marks. All images and text, and all page headers, custom graphics and button icons are service marks, trademarks and/or trade dress of ImmiSocial Inc. All Site design, text, graphics, the selection and arrangement thereof, Copyright ©, ImmiSocial Inc. ALL RIGHTS RESERVED.
13.2 Your Intellectual Property
i. Obligation and Indemnification
You are solely responsible for your use of the Platform and any content you post on the Platform, and that if someone makes a claim against XpertImm because of your content that you will pay XpertImm for our fees and expenses, as detailed below:
When you post User Content on the Website or through the Platform Services or provide XpertImm with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (a) post that User Content without violating the rights of third parties, and (b) grant the licenses specified below.
You acknowledge and agree that the poster of User Content, and not XpertImm, is responsible for any User Content including any harms caused to you, another User, or a third party by such User Content.
You will indemnify, defend, and hold harmless XpertImm, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party relating to or arising out of any User Content you post.
ii. Your Rights & License to XpertImm and Website Visitors
By posting content on the Platform, you give others certain limited rights to that content.
13.3 Third Party Intellectual Property
Third parties, including other Users, are responsible for content posted or linked on the Site.
Any information or content expressed or made available by a third party or any other Website visitor or User is that of the respective author(s) or distributor(s) and not of the Company. XpertImm neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Website by anyone other than our authorized agents acting in their official capacities.
The Platform may contain links to third-party websites. The Platform may also contain applications that allow you to access third-party websites via our Platform. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Platform is on an “as is” and “as available” basis without any warranty for any purpose.
13.4 Compliance with Intellectual Property Laws
When accessing the XpertImm Platform, Platform Services or obtaining Consulting Services on our Platform, you agree to obey the law and you agree to respect the intellectual property rights of others. Your use of the Platform and Platform Services is at all times governed by and subject to laws regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by laws regarding copyright ownership and use of intellectual property, and you shall be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your XpertImm Account.
XpertImm reserves the right to immediately remove any content, article or materials that have infringed on the rights of XpertImm or of a third party or that violate intellectual property rights generally. Our policy is to remove such infringing content or materials and investigate such allegations immediately.
If we find that any User has infringed the rights of the Company or of a third party, or otherwise violated any intellectual property laws, we may immediately suspend and/or terminate such User’s access to the Platform and any Platform Services. The Company’s will act promptly upon receipt of proper notification of claimed copyright infringement to remove or disable access to the allegedly infringing content. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want the Company to delete, edit, or disable the material in question, please provide the Company with notice via email to [email protected]
If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a written notice containing the following information to the Company: (1) your physical or electronic signature; (2) identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (3) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (4) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Calgary, Alberta, and a statement that you will accept service from the person who provided notification of the alleged infringement. If we receive such a notice, the Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
We welcome and encourage our Users to provide feedback, comments, ideas and suggestions about the Platform and Platform Services, including, without limitation, how to make improvements to the our Platform and Platform Services (“Feedback“). Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. You may submit Feedback by emailing us, through the “Contact” section of the XpertImm Platform, or by other means of communication. By submitting any Feedback, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place XpertImm under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you. You further acknowledge and agree that, by acceptance of your submission, XpertImm does not waive any rights to use similar or related ideas, including those known or developed by the Company or obtained from sources other than you.
15. Electronic Communications
In connection with the Terms of Service, you may be entitled to receive certain records from XpertImm or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Platform and the Platform Services, you give us permission to provide these records to you electronically instead of in paper form.
16. Term and Termination
This Section discusses your and our agreement about when and how long this Agreement will last, when and how either you or XpertImm can end this Agreement, and what happens if either of us ends the Agreement, as detailed below.
Unless both you and XpertImm expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. You may provide written notice to [email protected] or simply cancel your subscription from your account page. In the event you properly terminate this Agreement, your right to use the Platform and Platform Services is automatically revoked, and your Account will be closed. XpertImm is not a party to any Consulting Services Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Consulting Services Contract or Job entered into between Users. If you attempt to terminate this Agreement while having one or more open Jobs, you agree: you will continue to be bound by this Agreement and the other Terms of Service until all such Jobs have close..
Without limiting our other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Platform or Platform Services, deny your registration, or permanently revoke your access to the Platform and refuse to provide any or all Platform Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or XpertImm or our Affiliates; may be contrary to the interests of the Platform or the User community; or may involve illicit or illegal activity. If your Account is temporarily or permanently closed, you may not use the Platform under the same Account or a different Account or reregister under a new Account without XpertImm’s prior written consent.
You acknowledge and agree that the value, reputation, and goodwill of the Platform depend on transparency and accuracy of User’s details, including both yourself and other Users who may enter into Consulting Service Contracts with you. You therefore agree as follows:
IF XPERTIMM DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, THE COMPANY HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO CONSULTING SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT XPERTIMM WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
16.2 Account Data
Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Platform and that that any closure of your Account may involve deletion of any content stored in your Account for which XpertImm will have no liability whatsoever. The Company, in its sole discretion and as permitted or required by law, may retain some or all of your Account information.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or XpertImm from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
17. Disputes and Dispute Resolution
Section 17 discusses your agreement with XpertImm and our agreement with you about how we will resolve any disputes, including that we will both first try to resolve any dispute informally and that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally, as detailed below.
17.1 Disputes between XpertImm and Platform Users
If a dispute arises between you and XpertImm or our Affiliates, our goal is to resolve the dispute quickly, cost-effectively, and in a friendly manner. Accordingly, unless you opt out as provided in Section 17.9 below, you, XpertImm, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, the other Terms of Service, your relationship with XpertImm (including without limitation any claimed employment with XpertImm or one of our Affiliates or successors), the termination of your relationship with XpertImm, or the Platform Services (in this Section 18 each, a “Claim”) in accordance with this Section 18 (sometimes referred to as the “Arbitration Provision”).
17.2 Scope of Claims
Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, payments or agreements, any payments or monies you claim are due to you from the Company or our Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, expense reimbursement, termination, discrimination, retaliation or harassment and claims arising under and all legislated provincial, state or federal claims arising out of or relating to your relationship with XpertImm or the termination of that relationship.
17.3 Choice of Law
17.4 Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, you agree with the Company to first notify each other of the Claim or potential Claim. You agree to notify XpertImm of the Claim at by email to [email protected], and the Company agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and the Company then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or XpertImm, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and the Company will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
17.5 Binding Arbitration and Waiver
This Arbitration Provision applies to all Users. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, the Company, and our Affiliates (if applicable) agree to resolve the Claim by final and binding arbitration before a neutral arbitrator selected by the Company instead of a court or jury.
17.6 Scope, Place and Rules of Arbitration Agreement
This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after your relationship with XpertImm ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement or the Terms of Service. This Arbitration Provision is intended to apply to the resolution of any disputes arising out of or in connection with the Terms of Service that otherwise would be resolved in a provincial or federal court of law or before a forum other than arbitration.
Except as otherwise provided herein, arbitration will be conducted in Calgary, Alberta. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to this Arbitration Provision, and such arbitrations will be conducted in accordance with this Agreement. Any dispute regarding the applicability of a particular set of rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and the Company will follow the applicable arbitration rules with respect to arbitration fees. In any arbitration with a Service Provider, the Service Provider will pay arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with XpertImm to make up the difference, if any. In any arbitration in which a User makes a claim under a consumer protection statute, the User will pay arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, or $250.00, whichever is less, with XpertImm to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 18 unless all parties to that arbitration consent in writing to that amendment.
17.7 Enforcement and Interpretation
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver below of this Arbitration Provision is deemed to be unenforceable, you and XpertImm agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
17.8 Class Action Waiver
Both you and the Company agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (the “Class Action Waiver”). Notwithstanding any other provision of this Agreement or the applicable arbitration rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and XpertImm agree that you will not be retaliated against, disciplined or threatened with discipline as a result of your filing or participating in a class or collective action in any forum. However, we may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Arbitration Act and seek dismissal of such class or collective actions or claims.
17.9 Opt-Out of Arbitration Provision
You may opt out of the Arbitration Provision contained in this Section 18 by notifying XpertImm in writing within 10 days of the date you first registered for the Platform. To opt out, you must send a written notification to the Company that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. This written notification may be sent to [email protected] Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section 18.9, continuing your relationship with XpertImm constitutes mutual acceptance of the terms of this Arbitration Provision by you and the Company. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
18.1 Governing Law
These Terms will be interpreted in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law provisions. Any legal proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 18 must be brought in state or federal court in Calgary, Alberta unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Calgary, Alberta.
If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.
You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without our prior written consent. XpertImm may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.
Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
18.5 No Economic Relationship
No joint venture, partnership, employment, or agency relationship exists between you and XpertImm as a result of this Agreement or your use of the XpertImm Platform.
18.6 Entire Agreement
Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, the Terms of Service constitute the entire Agreement between XpertImm and the User pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between XpertImm and you in relation to the access to and use of the XpertImm Platform.
18.7 Modification and Waiver
XpertImm reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the XpertImm Platform and update the “Last Updated” date. We may also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Platform will be deemed to constitute acceptance of such revised Terms.
18.8 Prevailing Language
Certain materials our Website and Platform, including but not limited to questionnaires, documents, instructions, and filings, are only available in English. The English language version will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in Canada. In the event of any ambiguity or conflict between translations, if any, the English version is authoritative and controls.
18.9 Access Outside of Canada
The XpertImm Platform can be accessed globally.
BY USING OR ACCESSING THE XPERTIMM WEBSITE OR PLATFORM, USING ANY PLATFORM SERVICES, YOU ACKNOWLEDGE AND ACCEPT THAT SUBMITTING YOUR TELEPHONE NUMBER OR EMAIL VIA THE PLATFORM CONSTITUTES AN INQUIRY TO XPERTIMM, AND THAT WE MAY CONTACT YOU AT THE NUMBER OR EMAIL SUBMITTED EVEN IF SUCH NUMBER APPEARS IN ANY DO NOT CALL LISTS (TAKING INTO ACCOUNT INQUIRY EXCEPTION TIME FRAMES AS APPROPRIATE).
If you have any questions about these Terms please email us at [email protected]