Customer Platform Terms
Last Updated: June 28, 2023
These Customer Platform Terms (this "Agreement") govern your use of the Services (as defined below). The Company (as defined below) and you, or the organization you represent (the "Client") may be referred to individually as a "Party" and collectively as the "Parties." The Parties agree as follows:
BY REGISTERING FOR A CUSTOMER ACCOUNT (AN "ACCOUNT") ON THE COMPANY'S WEBSITE AT https://adevait.com/ (THE "WEBSITE") OR USING THE PLATFORM (AS DEFINED BELOW) AFTER THE "LAST UPDATED" DATE ABOVE, CLIENT AGREES TO THE TERMS OF THIS AGREEMENT. THE COMPANY MAY MODIFY THIS AGREEMENT FROM TIME TO TIME BY POSTING A NEW VERSION TO THE WEBSITE. SUCH MODIFICATION WILL BE BINDING UPON ALL ACCOUNTS AFTER THE "LAST UPDATED" DATE SPECIFIED ABOVE. THIS AGREEMENT INCORPORATES BY REFERENCE THE TERMS & CONDITIONS OF USING THE COMPANY'S WEBSITE AT: https://adevait.com/tos (THE "GENERAL TERMS"). TO THE EXTENT THIS AGREEMENT CONFLICTS WITH THE GENERAL TERMS, THIS AGREEMENT WILL CONTROL. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND YOUR AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
The Client hereby engages Hirewise. Inc. (the "Company") to provide access (either via the Website or by individual referrals made by Company personnel over email) to a database (the "Platform") of software engineers, project managers, business analysts, and designers ("Consultants") that will support the Client's development processes, and the Company hereby accepts such engagement. The Company's provision of access to the Platform and the Website's and the Platform's corresponding services and data will be referred to, collectively, as the "Services." If Client finds qualified Consultants via the Services, the Company and Client may execute a Master Services Agreement (an "MSA"), which will detail the fees, expenses, specifications, deliverables, and timelines with respect to hiring such Consultant's on Client's behalf. Until the Parties execute an MSA, the services provided to the Client by the Company will be limited to the services provided via the Platform and/or the Website.
2. Term and Termination
The term of this Agreement shall commence on the date that Client creates an Account on the Website and continue in effect until an MSA is executed or Client deletes their Account, whichever occurs first. Either party may terminate this Agreement with or without cause upon written notice thereof. Client may also terminate this Agreement by terminating their Account. Upon termination, all rights and duties of the Parties toward each other will cease except that Section 5, Section 6, Section 7, Section 8, Section 9, Section 10, and Section 11, will survive termination of this Agreement.
3. No Exclusivity
The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by Company and its Contractors, and Company shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered to the Client.
4. Independent Contractor
Nothing in this Agreement will in any way be construed to constitute Company as an agent, employee, or representative of Client, but Company shall perform the Services hereunder as an independent contractor.
To the maximum extent allowed by applicable law, Client agrees that during the term of this Agreement and for a period of two (2) years after its expiration or termination, Client shall not hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any Consultant introduced or made known to Client via the Services, to hire such Consultant for services, or otherwise discontinue their relationship with the Company, without Company's prior written permission.
6. Confidential Information
"Confidential Information" means, to the extent previously, presently, or subsequently disclosed by Company to the Client, any non-public information of the Company that either (a) has economic value by virtue of its being confidential or (b) would cause harm or disadvantage to the Company if disclosed to third parties. Confidential Information includes, without limitation, the Platform, Consultant personal information, the Company's original works of authorship, technical data, trade secrets, know-how, products, product plans, services, customers, customer lists, markets, software, developments, processes, formulas, designs, drawings, engineering, hardware configuration information, marketing or financial data, whether or not marked as confidential, or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary. Confidential Information does not include information, technical data, or know-how which (w) is known to Client at the time of disclosure as evidenced by Client's written files and records immediately prior to the time of disclosure unless it has been designated in writing as Confidential information; (x) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the Client; or (y) has been rightfully received by Client from a third party who is authorized to make such disclosure, without breach of this Agreement by the Client, and not otherwise in violation of the Company's rights, or (z) was independently developed by the Client without any use of Confidential Information, as evidenced by written records.
7. Protection Period and Return of Confidential Information
Client shall not, during the term of this Agreement and for five (5) years thereafter, except with regard to Company's trade secrets which shall be held in strict confidence indefinitely, use Company's Confidential Information for any purpose whatsoever other than the performance of this Agreement, nor shall Client disclose Confidential Information to any third party. The foregoing restrictions will not prevent either Party from complying with any law, regulation, court order, or other legal requirement that purports to compel disclosure of any Confidential Information. Client will promptly notify the Company upon learning of any such legal requirement and cooperate with the Company in the exercise of its right to protect the Confidential Information before any tribunal or governmental agency. Such compelled disclosure will not render the information disclosed non-Confidential Information. Client, upon Company's written request, will promptly return all Confidential Information received from the Company, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed.
8. Representations and Warranties
Each party hereby represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.
9. LIMITATION OF LIABILITY
THE AGGREGATE LIABILITY OF COMPANY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, NEGLIGENCE, OR OTHERWISE) WILL BE LIMITED TO US$100. COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF GOODWILL, AND/OR BUSINESS INTERRUPTION, WHETHER FORESEEABLE OR NOT, AND WHETHER ARISING IN CONTRACT, TORT, OR NEGLIGENCE, EVEN IF A REPRESENTATIVE OF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.