The Platform is provided (the “Permitted Use”) to: (1) assist you in gathering information about the Executives available on the Platform, including, if applicable, profiles, credentials, work experience, resumes, and reviews of Executives (each, a “Executive Profile”); (2) enable you to post information regarding yourself and your Engagement requests (“Profile”); (3) post reviews of Executives; (4) provide work-related information, articles and resources as well as information about third-party benefits and service offerings; and (5) facilitate communication with Executives with the objective of entering into an Engagement Agreement (“Platform Services”).
Kahuso reserves the right to change any information, material or content (including, but not limited to, details, features and availability of Platform Services, Executives, Executive Profiles, Engagements, and reviews of Engagements and Executives) contained on or provided through the Platform (the "Content") at any time, and from time to time, without notice.
Use of the Platform
Ownership/Restrictions on Use
The Platform is owned and operated by Kahuso. Any and all Content, data, graphics, photographs, images, audio, video, software, systems, processes, trademarks, service marks, logos, trade names and other information including, without limitation, the "look and feel" of the Website contained on the Platform are proprietary to Kahuso, its affiliates and/or third-party licensors. The Content is protected by copyright, trademark laws and other intellectual property laws.
All contents of the Platform are: © Kahuso Inc. 2017
Registration and Passwords
To access certain portions of the Platform (such as communicating with Executives through the Platform), you will be required to complete a registration form to create a user account (the “User Account”) on the Platform, including providing your email address and creating a password (“User ID”) and create a Profile. In consideration for your use of the Platform and the Platform Services, you agree to provide true, current, complete and accurate information as requested on any registration form and Company profile on the Platform, and to update that information as soon as possible after it changes.
You alone are responsible for keeping your User ID confidential and secure and will not share your User ID with anyone else. You are responsible for any and all activity that occurs on the Platform under such User ID. Kahuso reserves the right to disable any User Account at any time in Kahuso’s sole discretion. If Kahuso disables access to a User Account, you may be prevented from accessing the Platform, your account details or any Engagements.
Term and Termination
Engagement Agreements with Executives
The Platform permits you to view the Executive Profiles of Executives who have registered on our Platform and have chosen to allow you to view their Executive Profiles. If you select an Executive for an Engagement through the Platform, you may separately enter into an agreement with that Executive (e.g., for the provision of services as an independent contractor or as an employee) on such terms and conditions as may be agreed to between you and that Executive (“Engagement Agreement”). For example, the Engagement Agreement may contain (1) a description of the services to be provided by the Executive and the capacity in which the Executive will provide such services (e.g., as an independent contractor or as an employee of Company), (2) payment terms, and (3) any other terms and conditions as communicated between you and the Executive through this Platform or otherwise. You understand that you are engaging directly with the Executive you select and not Kahuso, and that Kahuso is not a party to and will be in no way responsible for the performance of either you or the Executive under any Engagement Agreement. Without limiting the foregoing, if you and Executive agree that Executive will be engaged as an employee under an Engagement Agreement, you understand and agree that Executive will be solely an employee of yours and not Kahuso. Kahuso does not make any representations or warranties of any kind in respect of an Executive or an Engagement Agreement and you acknowledge that Kahuso is not an agent or representative of you or any Executive. You are responsible for managing, inspecting, accepting and paying for services and deliverables provided under an Engagement Agreement in accordance with the terms and conditions thereof. You also agree to act in good faith when negotiating and performing your obligations under each Engagement Agreement.
In order to access and use any paid features on the Platform, you agree to pay Kahuso a fee that is equal to an amount as determined by the then current fee schedule that can be found on our Website (the “Fee”).
Six Month Exclusivity
For a period of six (6) months commencing on the date when you last communicated with or viewed the Profile of an Executive in respect of an Engagement, whether through the Platform or otherwise (the “Exclusivity Period”), neither you nor your agents or affiliates, nor anyone else acting on your behalf, will enter into an agreement with that Executive for the performance of any services, subject to the following exemptions:
(a) the agreement you are entering into with the Executive is an Engagement Agreement, in respect of which Kahuso will receive a Fee as provided for hereunder; or
(b) you were engaged in good-faith negotiations with the Executive for the performance of any services prior to the date you first accessed the Platform.
Kahuso retains the right to charge the applicable Fee for any agreements entered into other than as set out above.
Reviews and Comments
You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You will not post, upload or transmit to or from the Platform any material or content (including information, images, text, data) that: (a) is unlawful, threatening, libelous, harassing, defamatory, obscene, pornographic, racially, ethnically or otherwise objectionable, or other material or content that would violate rights of publicity or privacy, or that would violate any applicable law as determined by Kahuso in its sole discretion; (b) is commercial in nature (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services) or constitutes unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation); (c) infringes, misappropriates or violates any copyright, trademark, patent right or other intellectual property, proprietary or privacy right of any third party; and (d) contains any form of destructive software such as a virus, worm, Trojan horse, time bomb, cancelbot, or any other harmful components or any other computer file, program or code, designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
You will be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Submissions or other content to the Platform. You acknowledge that Kahuso may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.
No Unlawful or Prohibited Use
You will not, without Kahuso's prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to:
(1) “frame”, “mirror” or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website;
(2) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
(3) for the purpose of misleading others, create a false identity of the sender or the origin of a message, forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Platform;
(4) collect or harvest any personal data of any other user of Kahuso, including account names or email addresses, alter transmission data, or use the Platform to send commercial electronic messages or install computer programs on another person’s device;
(5) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
(6) take any action that imposes, or may impose, in Kahuso’s discretion, an unreasonable or disproportionately large load on the Platform;
(7) deep-link to any portion of the Platform for any purpose;
(8) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Engagement, the Platform or the Content;
(9) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Engagements, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or an Engagement;
(10) use the Platform or any Engagement or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Engagement Agreement and only in the exact manner specified and enabled by therein;
(11) attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;
(12) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content;
(13) create adaptations, translations, or derivative works based on the Platform or the Content, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content; and
(14) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property and privacy rights) of any third party.
Third Party Websites
The Platform may might offer you links to other websites on the Internet that are owned and operated by third parties. Please understand that such linked websites are independent from Kahuso and that Kahuso has no control over the content of such websites. Consequently, Kahuso cannot be held liable and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of the information contained on such websites. These websites are subject to separate terms and conditions, which you should review carefully.
The links which we might place on the Platform do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trade-mark, trade name, service mark, design, logo, symbol or other copyrighted materials displayed on or accessible through such websites.
You represent and warrant that any and all Content and other information you access through the Platform will be used by you in a manner that is in compliance with all applicable laws, including without limitation applicable privacy laws.
DISCLAIMER AND LIMITATION OF LIABILITY
THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND. KAHUSO DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM (OR ANY PART THEREOF) AND THE CONTENT (OR ANY PART THEREOF) WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. KAHUSO (INCLUDING ITS SUBSIDIARIES, PARENTS AND AFFILIATES) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT OR THAT THE PLATFORM OR CONTENT WILL BE COMPATIBLE WITH YOUR COMPUTER SYSTEM OR DEVICE. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITAITON, PRICING ERRORS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KAHUSO DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, KAHUSO EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.
Executive and Engagement Reviews
EXECUTIVE AND ENGAGEMENT REVIEWS DISPLAYED ON THE PLATFORM ARE INTENDED AS ONLY GENERAL GUIDELINES, AND KAHUSO DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. KAHUSO MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC EXECUTIVES, ENGAGEMENTS OR TYPES OF ENGAGEMENTS. WITHOUT LIMITING THE FOREGOING, KAHUSO MAKES NO GAURANTEES ABOUT ANY EXECUTIVE’S ABILITY TO FULFILL ITS OBLIGATIONS WITH RESPECT TO AN ENGAGEMENT OR ENGAGEMENT AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE SUITABILITY OF ANY EXECUTIVE TO PERFORM ANY SERVICES IN A WORKMAN-LIKE OR PROFESSIONAL MANNER.
Third Party Offers
KAHUSO MAKES NO WARRANTIES OR GUARANTEES ABOUT ANY THIRD PARTY OFFERS THAT MAY BE MADE ADVERTISED OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING THE QUALITY, ACCURACY, OR AVAILABILITY OF SUCH THIRD PARTY OFFERS. THIRD PARTY OFFERS ARE GOVERNED BY SEPARATE TERMS AND CONDITIONS PROVIDED BY THE THIRD PARTY AT THE TIME YOU SIGN-UP FOR THE THIRD PARTY OFFER. THIRD PARTY OFFERS DISPLAYED ON THE PLATFORM MAY NOT BE AVAILABLE AT ALL TIMES AND OFFERS MAY BE CHANGED OR DISCONTINUED AT ANY TIME. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY OR CURRENCY OF THE DESCRIPTIONS OF THIRD PARTY OFFERS ON THE PLATFORM. YOUR SOLE RECOURSE SHALL BE AGAINST THE THIRD PARTY PROVIDING THE OFFER.
Limitation of Liability
IN NO EVENT WILL KAHUSO BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORK, TROJAN HORSE PROGRAM, DISABLIHING CODE OR OTHER TECHNOLOGICALLY HARMVUL MATERIAL THAT MAY INFECT YOUR DEVICE, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT KAHUSO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM, THE CONTENT, ANY ENGAGEMENT AGREEMENT OR THIRD PARTY OFFER.
EXECUTIVES MARKETING THEIR SERVICES THROUGH THE PLATFORM ARE INDEPENDENT EXECUTIVES AND NOT EXECUTIVES, AGENTS OR EMPLOYEES OF KAHUSO. KAHUSO IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY EXECUTIVES OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY ENGAGEMENTS OR ENGAGEMENT AGREEMENTS ENTERED INTO BY YOU AND ANY EXECUTIVES, INCLUDING, WITHOUT LIMITATION, IN RESPECT OF ANY LIABILITIES, CLAIMS, CAUSES OF ACTION, DEMANDS, RECOVERIES, LOSSES, DAMAGES, FINES, PENALTIES, OR OTHER COSTS OR EXPENSES YOU MAY INCUR OR BECOME LIABLE FOR, WHETHER UNDER CONTRACT, COMMON LAW, STATUTE OR OTHERWISE, ASSOCIATED WITH THE TERMINATION OR CESSATION OF ANY ENGAGEMENTS OR ENGAGEMENT AGREEMENTS FOR ANY REASON (COLLECTIVELY, “TERMINATION DAMAGES”). YOU AGREE TO INDEMNIFY KAHUSO AND HOLD US HARMLESS FROM ANY TERMINATION DAMAGES THAT ANY EXECUTIVE MAY BECOME ENTITLED TO IN RESPECT OF ANY ENGAGEMENT OR ENGAGEMENT AGREEMENT.
The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
You will defend, indemnify and hold harmless Kahuso and all of its officers, directors, affiliates, successors, assigns, Executives, employees and agents from and against any liabilities, claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
(2) your violation of any applicable law or the rights of a third party, including Executives (including, without limitation, privacy or intellectual property rights);
(3) your use of the Platform, Content or any Third Party Offer;
(4) breach of or failure to perform under any Engagement Agreement by you or by any third party acting on your behalf or with your permission; or
(5) any claim or allegation that an Executive is an employee of Kahuso in connection with any Engagement or Engagement Agreement.
Geographic Application of the Platform
Not all of the Executives, Engagements and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by applicable law.
Governing Law and Jurisdiction
Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Platform or the Content.
Entire Agreement, Waiver and Severability