The use by Client of the web-based recruitment and job advertising services offered by Teach Asia Inc. are subject to the following terms and conditions:
1.1 “Candidate” means any individual who uploads an application to the Website or forwards his or her information or application to Client for the purposes of being considered for a position of employment posted by Client using the Service; 1.2 “Personal Information” means any information pertaining to or about an identifiable individual, including a Candidate.
1.3 “Service” means the applicable online job advertising, posting and applicant recruitment portal service for which Client has paid the appropriate fee(s) to Teach Asia.
1.4 “Website” means the Teach Asia Web Recruitment Internet portal accessed through www.teachasia.ca, which is made available to Client for accessing the Services.
2. Scope of Services
2.1 Teach Asia will make the Service available to Client upon client upon Client completed registration on the Website and submit all applicable fees.
2.2 Subject to the rights of Teach Asia to suspend or terminate Client’s access to the Service as set forth herein, the Service will be made available to Client for the duration of time
2.3 The use of the Service shall be limited to users for whom user identifications and passwords are generate by users. Client is solely responsible for maintaining appropriate security measures to assure that user identifications and passwords are kept confidential and are used only by its representatives to whom such user identifications and passwords have been issued. This responsibility includes, without limitation, the obligation to promptly inform Teach Asia of any suspected security breach related to the use of the Service using Client’s user identifications and passwords.
2.4 Teach Asia reserves the right at any time, without notice, to make changes to, withdraw, improve or otherwise modify the Website and/or the Service, but makes no commitment to make any enhancements and/or modifications to the Website and/or the Service.
2.5 The Client expressly acknowledges that the Service provided by Teach Asia to the Client are provided on a non-exclusive basis, and that Teach Asia may provide the Service to other parties, including, but not limited to other entities operating in the same or similar industry(ies) and/or jurisdiction(s) as the Client.
3. Use of Service
3.2 Jobs posted by Client may not contain: © Teach Asia Inc.
(a) any hyperlinks, other than those specifically authorized by Teach Asia; (b) misleading, unreadable, or “hidden” keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined in the discretion of Teach Asia; (c) the names, logos or trademarks of unaffiliated persons or companies; (d) the names of schools, colleges, institutions, cities, states, towns or countries that are unrelated to the posting; (e) inaccurate, false, or misleading information; and (f) material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18.
3.3 Client may not use the Service to: (a) post jobs in a manner that does not comply with applicable local, national and international laws, including but not limited to laws relating to labour and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property; (b) post jobs that require citizenship of any particular country or lawful permanent residence in a country as a condition of employment, unless otherwise required in order to comply with law, regulations, executive order, or federal, state or local government contract; (c) post jobs or other advertisements for competitors of Teach Asia or post jobs or other content that contain links to any site competitive with Teach Asia; (d) sell, promote or advertise products or services; (e) post any franchise, pyramid scheme, “club membership”, distributorship, multi-level marketing opportunity, or sales representative agency arrangement; (f) promote any opportunity that does not represent bona fide employment; (g) advertise sexual services or seek employees for jobs of a sexual nature; (h) request the use of human body parts or the donation of human parts, including, without limitation, reproductive services such as egg donation and surrogacy; (i) endorse a particular political party, political agenda, political position or issue; or (j) promote a particular religion.
4. Term and Termination
4.1 Teach Asia may suspend or terminate the Client’s use of the Service immediately upon the happening of any of the following events: (a) the Client engages or has engaged in fraudulent, unsafe, deceptive or wrongful conduct or business practices, or acts in a manner that is detrimental to the image or goodwill of Teach Asia; (b) the Client ceases to carry on business in the normal course; or (c) the Client makes an assignment for the benefit of its creditors, or upon the appointment on behalf of the Client of a receiver, liquidator or trustee of its property, the adjudication of the Client to be bankrupt or insolvent, or the filing by or against the Client of a petition for the bankruptcy, reorganization or arrangement.
4.2 Teach Asia may, in its sole discretion, immediately and without notice to the Client, the issue a warning, suspend or terminate Client’s access to and any then current activities using the Service and warn Teach Asia’s community of the Client’s actions if the Client breaches these Terms and Conditions or any rules or guidelines in respect of the Service as posted on the Website or otherwise, including, but not limited to those rules and guidelines governing the form and content of individual job postings, or if
Teach Asia is unable to verify or authenticate any information that the Client provides or if Teach Asia believes that the Client’s action may cause harm, damage, loss or liability for Teach Asia its affiliates or any Candidate. Teach Asia reserves the right, in its sole discretion to refuse access to the Client at any time to the Service or any portion thereof.
4.3 The termination of the Service will not affect any obligations and rights contained in Sections 5, 6 and 7, which shall survive the termination of the Service.
5. Disclaimer; Limitation of Liability:
5.1 Teach Asia provides the Service on an “AS-IS” basis and makes no warranty with respect thereto. Teach Asia does not warrant the availability, accuracy, integration, reliability, or completeness of the Website and/ or the Service. Teach Asia shall not be responsible for problems caused by data transmission, computer hardware, computer operating systems or the use of the Products in conjunction with other applications and/or services not made available by Teach Asia nor for typographical or other errors or omissions on the Website.
5.2 Teach Asia may provide hyperlinks to other internet web sites maintained by third parties or may provide third party content on the Website or through the Service. The content in any such linked sites is not under the control of Teach Asia and Teach Asia is not responsible for the content of those sites, including any further links in another site. If the Client decide to access any of the third party sites linked to the Website, the Client understands that it does so entirely at its own risk. The Client understands that it is its own responsibility to take precautions to ensure that the third party link Use is free of computer viruses, worms, trojan horses and other items of a destructive nature. By providing a link, Teach Asia does not necessarily endorse a third party or its web site. Teach Asia reserves the right to terminate a link to a third party web site at any time in its sole discretion.
5.3 Teach Asia provides no representations or warranties of any nature or kind relating to any candidates who apply to positions posted by the Client using the Service, including, without limiting the generality of the foregoing, the mental stability, suitability, character, experience, education background, criminal background, employment history, work status, qualifications, personal circumstances, personality traits or any other matter whatsoever;
5.4 Teach Asia does not guarantee or warrant that any of the documents or information, personal or otherwise, provided by the Candidates are authentic or accurate.
5.5 The ultimate decision to hire a Candidate is the Client’s and the Client therefore accepts all liability for such hiring decision. 5.6 Client, at its sole expense, assumes responsibility for making any and all inquiries it deems necessary, conducting its own due diligence (including to determine the accuracy of any information and/or documents provided by Candidates) and making any and all determinations with respect to all Candidates including whether to hire a Candidate for a position which is posted pursuant to its use of the Service. 5.7 Other than as set forth in these Terms and Conditions Teach Asia does not make any warranty or representation with respect to the Service and disclaims any and all other warranties, express or implied.
6.1 Client agrees to indemnify and hold harmless the other, and its respective affiliates, officers, directors, employees and agents for any and all claims (including third party claims), causes of action, suits, debts, losses, costs or expenses (including reasonable legal fees), judgments, liabilities and demands relating to or arising from: (a) the negligence, fault, error or omission of Client; and (b) any fraud, misrepresentation or breach by the Client of these Terms and Conditions.
6.2 The Client acknowledges and agrees that Teach Asia is not responsible in law or otherwise for any Candidate or for any of the conduct, actions or failure to act of any Candidate, and that Teach Asia assumes no responsibility with respect to the employment, conduct, actions or failure to act of any Candidate, including if such circumstances relate to the mental stability, suitability, character, experience, education background, criminal background, employment history, work status, qualifications, personal circumstances or personality traits of a Candidate.
7. Confidentiality and Personal Information
7.4 In the event the receiving party is required by law, regulation or a valid and effective order issued by a court of competent jurisdiction or by a governmental body having proper jurisdiction, to disclose any of the Confidential Information disclosed by the other party, the receiving party will promptly notify the disclosing party in writing of the existence, terms and circumstances surrounding such required disclosure so that the disclosing party may seek a protective order or other appropriate remedy from the proper authority. The receiving party agrees to cooperate with the disclosing party in seeking such order or other remedy. The receiving party further agrees that if it is required to disclose Confidential Information of the other party, it will furnish only that portion of the Confidential Information that is legally required to be furnished and will exercise all reasonable efforts to obtain reliable assurances that confidential treatment will be accorded such Confidential Information.
7.5 It is acknowledged by each party that any breach (actual, threatened or intended) of the receiving party’s confidentiality obligations hereunder, will cause the disclosing party irreparable harm without an adequate remedy at law and shall entitle the disclosing party to seek immediate injunctive relief from any court having jurisdiction.
7.6 The Client acknowledges and agrees that Teach Asia has received, and in the future will receive, personal information relating to Candidates (“Personal Information”) and that Teach Asia has a duty to maintain the confidentiality of such information and to use it only for specific and limited purposes, including pursuant to the Personal Information Protection and Electronic Documents Act (British Columbia). Accordingly, the Client agrees that it will hold all Personal Information secure and will comply with all applicable laws and regulations relating to the protection and privacy of the Personal Information and the Client will not disclose any Personal Information to any third party whatsoever other than to carry out the Client’s obligations or as otherwise permitted by law.
8. Intellectual Property Rights
8.1 The Service is proprietary and is protected via various domestic and international laws and International Treaty provisions. All material on the Service and the Website, including, without limitation, all informational text, design and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive design and functions, files, documents, images or other materials (collectively, the “Materials”), whether publicly posted or privately transmitted, as well as all derivative works, are owned by Teach Asia or other parties that have licensed their material to Teach Asia, and are protected by copyright, trademark, trade dress and other foreign and domestic intellectual property laws. Teach Asia disclaims any proprietary interest in copyrights, trademarks, trade dress, service marks, logos, slogans, domain names and trade names other than its own. Trademarks, logos, images graphics, audio, and service marks displayed on the Service and the Website are the property of either Teach Asia or other third parties. The Client agrees not to display or use such property without Teach Asia’s prior written permission. The Materials on the Service and the Website may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, including by e-mail or other electronic means, without the prior written consent of Teach Asia. Any modification of the Materials, use of the Materials on any networked computer environment, or use of the Materials for any purpose other than non-commercial use for the Client’s internal business purposes, without the prior consent of Teach Asia, may be a violation of the copyright, trademark, and other proprietary rights in the Materials and is expressly prohibited. If the Client have properly accessed the Service, the Client may use and display the visuals, information, and documents contained in or made available through Service solely for the Client’s internal business purposes. All rights not expressly granted herein by Teach Asia to the Client is reserved by Teach Asia or its licensors.
9. Dispute Resolution
9.1 If any dispute arises between the parties relating to the Service or the rights, duties or obligations of either party to the other (a “Dispute”), the Parties shall act in good faith an effort to resolve the Dispute. To this end, they shall consult and negotiate with each other, in good faith and understanding of their mutual interests, to reach a just and equitable solution satisfactory to the parties.
9.2 Whether or not consultation or negotiation contemplated by Section 8.1 has taken place, prior to the initiation of arbitration in respect of a Dispute pursuant to Section 8.3, the initiating party shall give written notice to the other party that it wishes to have a Dispute resolved. Such initial notice must generally describe the nature of the Dispute in sufficient detail to identify the issues and conflicting positions. Within fifteen (15) business days of giving such initial notice, a senior level employee designated by Teach Asia with authority to settle the Dispute shall meet (which meeting may be held by teleconference or other electronic means) with a senior level employee designated by the Client with authority to settle the Dispute, and such persons shall act in good faith and endeavour to reach a mutually satisfactory resolution to the Dispute, and, if resolved, the such resolution shall be put in writing and shall be binding on the parties upon the execution of such written resolution.
9.3 If a Dispute is not resolved by the procedures in forth in Sections 8.1 and 8.2, then either party may initiate private arbitration proceedings. Such arbitration will be conducted by a single arbitrator who will be appointed by agreement between the parties or, if the parties cannot agree on an
arbitrator within thirty (30) days, such arbitrator will be appointed by a judge of the Superior Court of Justice of Ontario, upon the application of either party to such court and such judge may act as such arbitrator, if he or she so desires. Unless otherwise agreed to by the parties, the arbitration shall be held in the City of Vancouver, British Columbia, Canada. The procedure to be followed shall be agreed to by the parties or, if no such agreement is reached, determined by the arbitrator. Any arbitration must proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). The decision arrived at by the arbitrator will be final and binding on the parties and no appeal shall lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
10. General Provisions
10.1 Further Assurances. Each party shall from time to time execute and deliver or cause to be executed and delivered all such further documents and instruments and do or cause to be done all further acts and things as the other Party may, from time to time after the date hereof, reasonably require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of these Terms and Conditions.
10.2 Nothing about the Service or the relationship between Teach Asia and the Client shall constitute or be deemed to create a partnership, joint venture or principal and agent or other similar relationship between Teach Asia and the Client and neither the Client nor Teach Asia will have any authority to bind the other. Teach Asia is under no obligation to promote the Service for or on behalf of the Client or to enter into any other agreement or understanding with the Client as a result of Client’s use of the Service.
10.3 Notice. Any notice required or permitted to be given hereunder to any of the Parties must be in writing mailed by registered mail, courier or transmitted by fax or by email to the parties at their respective address which has been communicated to the other.
10.4 Extended Meaning. Whenever required by context in these Terms and Conditions, words imparting the singular only will include the plural and vice versa, and words importing any sex will include all sexes.
10.5 Headings. The insertion of headings into these Terms and Conditions as well as the division of these Terms and Conditions into sections and subsections is for convenience of reference only and is not to affect the construction or interpretation of these Terms and Conditions.
10.6 No Waiver. Failure or delay in exercising a right will not constitute a waiver of that right. No party will be deemed to have waived the exercise of any right that it holds under these Terms and Conditions unless such waiver is made in writing.
10.7 Severability. If any provision of these Terms and Conditions is determined to be unenforceable for any reason, such portion of these Terms and Conditions will be severed and the remaining provisions will continue in full force and effect without impairment.
10.8 Contra Proferentum. No provision of these Terms and Conditions shall be construed for or against either party by reason of ambiguity in language, rules of construction against the draftsperson, or similar doctrine.
10.9 Entire Agreement: These Terms and Conditions constitute the entire agreement between Teach Asia and the Client
10.10 Assignment: The rights and obligations hereunder may be assigned by Teach Asia upon notice to the Client, but may not be assigned by the Client without the prior written consent of Teach Asia, which consent may be withheld. Any attempt to assign any of the rights, duties, or obligations of the Client without such written consent from Teach Asia will be considered void and the Client will remain responsible and obligated for and under these terms and conditions.
10.11 Governing Law. These Terms and Conditions and any document contemplated by or delivered under or in connection with them or the Services, will be governed by and construed and interpreted in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, and will be treated in all respects as an British Columbia contract. Teach Asia and the Client irrevocably and unconditionally agree to the exclusive jurisdiction of the courts of the Province of British Columbia and all courts competent to hear their appeals.
10.12 English Language. Teach Asia and the Client confirm that it is their wish that these Terms and Conditions as well as all other documents (including the Website and any electronic correspondence) relating to the Service, including notices, have been and will be drawn up in English. The Client acknowledges and agrees these Terms and Conditions were read and understood prior to committing to assume its obligations with respect to the Service and that a successful registration for the use of the Service is dependent on Customer´s acceptance of these Terms and Conditions.
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