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Terms of Service

BGRated

BGRated Terms of Service

English

1.     INTRODUCTION 
Overview These Terms of Service (the “Terms of Service” or this “Agreement”) govern your access to and use of BGRated Inc.’s (“BGRated”, “we”, “us” or “our”) website (the “Site”), platform, services, code and/ or software (collectively, the “Services”). These Terms of Service limit BGRated’s liability and obligations to you, grant BGRated certain rights and allow BGRated to change, suspend or terminate your access to and use of the Services. These Terms of Services also provide for certain rights you may grant to others, including Prospective Recruiters, Prospective Recruits and Professional Recruiters (as such terms are defined below.) Your access to and use of the Services are expressly conditioned on your compliance with these Terms of Service. BGRated reserves the right to update and change these Terms of Service from time to time without notice or acceptance by you, so please check this page frequently for updates and changes. 
Description of the Services The Services are comprised of a suite of proprietary tools and applications that are designed to enable organizations (i.e. businesses, educational institutions, volunteer organizations etc.) (“Prospective Recruiters”) and professional recruiters (“Professional Recruiters”) to more effectively communicate with, interview and assess those (“Prospective Recruits”) seeking positions within Prospective Recruiters (collectively, “Recruiting”). As described herein, the Services include, without limitation, tools that help you generate content and share content for purposes of employee recruitment and assessment (collectively, “Created Content”). 
Binding Nature BY ACCESSING OR USING THE SITE AND/OR THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. YOU ARE ONLY AUTHORIZED TO ACCESS THE SITE AND/ OR TO USE THE SERVICES (REGARDLESS OF WHETHER YOUR ACCESS OR USE IS INTENDED) IF YOU AGREE TO ABIDE BY ALL APPLICABLE LAWS AND THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT USE OR ACCESS THE SITE OR THE SERVICES. 
Other Applicable Terms Your use of the Services is also subject to the BGRated Privacy Policy as may be amended from time to time (the “Privacy Policy”). Your use of the Services may also be subject to additional terms, conditions, policies and/or agreements applicable to a specific website, service, code, application programming interface (“API”) software, service level or version offered by BGRated. In the event of any conflict between these Terms of Service and such additional terms, conditions, policies and/or agreements, the additional terms, conditions, policies and/or agreements will control for the specific issue addressed. For the avoidance of doubt, if there are terms and conditions in these Terms of Service regarding subjects on which the additional terms, conditions, policies and/or agreements are silent, such silence will not constitute a conflict and the terms and conditions in these Terms of Service will control. 
2. YOUR ACCOUNT 
Authorization Use of the Services is void where prohibited by law. By using the Services, you represent and warrant that: (i) all registration information you submit to us is truthful and accurate; (ii) you will maintain the accuracy of such information; (iii) you are 13 years of age or older (or, if you are a business using the Services, you are otherwise authorized to accept these Terms of Service); and (iv) your use of the Services does not violate any applicable law or regulation. BGRated reserves the right to refuse registration of, or cancel, any account in its sole discretion, at any time. Please note that if you under the age of 13, your parent(s) or guardian(s), must indicate his/her/their agreement to this Agreement, in which case he/she/they will take full responsibility for all obligations under this Agreement. Further, your parent(s) or guardian(s) must review and agree to our Privacy Policy when offered the opportunity to do so, and he/she/they will take full responsibility for all obligations under those policies. 
Types of Accounts When you sign up, you are immediately granted a “Free Account” for the Services. Free Account holders are allowed access to a basic level of the features available through the Services and are not charged by BGRated for the use of the features they can access. In addition, BGRated may offer “Paid Accounts” (and together with “Free Accounts”, an “Account”) and “Paid Features”, which you may elect to purchase. Paid Accounts provide you, with access to certain additional features of the Services on a term subscription basis. Paid Features may be provided on an a la carte basis for access to certain features available through the Services. 
Fees and Payments If you choose to purchase a Paid Account or Paid Feature, you may pay via PayPal™, credit card, certified cheque or any other method BGRated may accept as payment of account, in accordance with our pricing policy. All funds are quoted in the currency in which they are displayed or, where no currency is displayed, all amounts are in US dollars. In addition to paying the published price, you are responsible for paying all applicable taxes in connection with the purchase. BGRated reserves the right to change its prices, pricing policy or the method or manner in which it charges for the Services at any time at its sole discretion without further notice. The purchase of a Paid Account or any Paid Features is non- refundable. 
Auto-Renewal/Recurring Billing Billing. Paid Accounts will be on a recurring-billing basis, and will automatically and successively renew upon expiry of the then-current term, unless you provide us with advance notice that you do not wish for your Paid Account to renew. This means that Paid Accounts may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as the Paid Account automatically renews. By entering into this Agreement, you acknowledge that your account may have an initial and recurring payment component and you accept responsibility for all recurring charges prior to cancellation. If you purchase a Paid Account, BGRated may submit periodic charges without further authorization from you until you terminate your Paid Account. BGRated reserves its right to suspend or terminate your Paid Account or any Paid Feature for failure to make timely payment of all amounts due in connection therewith, and BGRated may continue attempting to charge your credit card or other authorized payment mechanism until payment is received. 
Credentials Your account will be accessed through a username/email and password that you will create (your “Credentials”). Your Credentials are solely for your use. You are responsible for maintaining the confidentiality of your Credentials and you are fully and solely responsible for all activities that occur under your Credentials, whether authorized by you or not. It is your responsibility to take adequate precautions with your Credentials and to immediately notify BGRated of any unauthorized use of your Credentials. 
Term These Terms of Service, and any posted revision to these Terms of Service, shall remain in full force and effect while you use the Services. Notwithstanding the foregoing, certain provisions of these Terms of Service survive termination or expiration of your account. Please see “Survival” below for more information. 
3. CONTENT 
Content The Services include functionality that permits users to post text, images, audiovisual media and other forms of content and intellectual property, including the data, ideas, inventions, designs, patterns and processes in such material (collectively, “Content”) to the Services, which can be used as posted or incorporated into Created Content. With the exception of Feedback (as defined below), and subject to the grant of rights to BGRated herein, as between you and BGRated, any Content or Created Content that you post on or through the Services belongs to you. “Content” does not include non-identifiable aggregate data compiled by BGRated (including in connection with analyzing your Content and/or Created Content) for purposes of improving, maintaining and/or optimizing the Services. 
Please note that certain Content that you wish to post may be protected by copyright, even if not marked with the © symbol, and other intellectual property rights. If you are not the creator of the Content you post or otherwise use in connection with the Services, then you must get permission from the creator of that Content or the copyright holder to use the Content. For example: 
– professionally-taken photographs should not be used in or on the Services or in any Created Content unless you have received permission from the photographer to do so; 
– musical Content that is not an original creation by you is also protectable under copyright laws. Copying and distributing music without purchasing or obtaining the rights to the music may be in breach of various laws. Prior to uploading your own musical Content, you must be sure that you have the permission to use such musical Content in connection with the Services.
Furthermore, if you want to publish Content that includes images of someone other than yourself, you must get permission from the individuals portrayed in that Content before using it in connection with the Services.
Grant of Rights to Content Even though, as between you and BGRated, you own all Content you post to the Services, you grant to BGRated for purposes of providing the Services an irrevocable, nonexclusive, worldwide, royalty-free, sublicenseable and transferable right and license to use, reproduce, modify, analyze, create derivative works of, distribute, publicly perform and publicly display your Content or Created Content on and through the Services, in any media now existing or hereafter created. 
If you post Content or Created Content on or through the Services, you represent and warrant to BGRated that: 
(i) you understand and agree that, as between you and BGRated, you are responsible for all Content and/or Created Content posted to the Services; 
(ii) you have the right to post that Content and/or Created Content and to grant to BGRated all rights granted herein and BGRated’s use of the Content and/or Created Content will not violate or infringe the rights of any third party; 
(iii)the Content and/or Created Content is your own original work, or you own or have acquired, all necessary rights to post and disclose the Content and/or Created Content;
(iv) the Content and/or Created Content is true, accurate and complete; 
(v) the Content and/or Created Content is not unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, or impersonate another person;
(vi)the Content and/or Created Content complies with all applicable laws (including without limitation applicable employment laws and human rights-based laws) and does not victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; and 
(vii) your disclosure of the Content and/or Created Content does not violate a confidential relationship with any third party, establish a confidential relationship with BGRated or any of its affiliates or suppliers or obligate BGRated or any of its affiliates or suppliers to treat your Content and/or Created Content as secret or confidential. 
Moral Rights If it is determined that you retain moral rights (including rights of attribution or integrity) in the Content and/or Created Content, you hereby declare that: (a) you do not require that any personally identifying information be used in connection with the Content and/or Created Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Content and/or Created Content by BGRated or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content and/or Created Content; and (d) you forever release the BGRated, and its licensees, successors and assigns, from any claims that you could otherwise assert against BGRated by virtue of any such moral rights. 
No Obligation to Use Content or Created Content You acknowledge that: (i) neither BGRated nor any of its suppliers has any obligation, either express or implied, to make any use of your Content and/or Created Content. However, if BGRated and/or any of its suppliers do make use of your Content and/or Created Content, whether such use is intentional or inadvertent, no compensation will be due to you or anyone else for the use of your Content and/or Created Content or the use of any data, ideas, inventions, designs, patterns and/or processes similar to, related to or derived from your Content and/or Created Content; and (ii) BGRated does not have any obligation, but may elect, to monitor the Content and/or Created Content that is posted to the Services, for any purpose. 
Your Responsibility for Your Content and Created Content Notwithstanding anything to the contrary herein, you are responsible for all Content and/or Created Content you create, make available or post to the Services, and BGRated does not assume any responsibility therefor. You may expose yourself to liability if, for example and without limitation, your Content and/or Created Content contains material that is: (i) false, intentionally misleading, or defamatory; (ii) violates any third-party right; (iii) contains material that is unlawful, including illegal hate speech or pornography; (iv) exploits or otherwise harms minors; or (v) violates or advocates the violation of any law or regulation. Accordingly, you agree that any and all Content and/or Created Content shall comply with these Terms of Service and any policies and guidelines that may be posted by BGRated from time to time. In addition, you agree, without limitation, not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following (“Objectionable Content”): 
1. Content and/or Created Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; 
2. Content and/or Created Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, provincial national or international law, including, without limitation, securities regulations; 
3. Content and/or Created Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
4. Content and/or Created Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; 
5. Unsolicited promotions, political campaigning, advertising, contests, raffles, or solicitations;
6. Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; 
7. Viruses, corrupted data or other harmful, disruptive or destructive files; or 8. Content and/or Created Content that links to content that, in the sole judgment of BGRated: (a) violates the previous subsections herein; (b) is objectionable; (c) which restricts or inhibits any other person from using or enjoying the Services; or (d) which may expose BGRated, its suppliers and each of their affiliates, or its users to any harm or liability of any type.
Preservation of Content and Created Content BGRated may preserve your Content and/or Created Content and may also disclose such Content and/or Created Content, with or without notice to you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that your Content and/or Created Content violates the rights of any third party; or (d) protect the rights, property, or personal safety of BGRated, its users and the public. 
Non-Confidential Nature of Content and Created Content You understand that posting your Content and/or Created Content on or through the Services is entirely voluntary and may expose your Content and/or Created Content to public display in a non-confidential manner. You understand that BGRated and its suppliers may view your Content and/or Created Content and may develop or have developed Content which is identical or similar to yours, may already know of such Content from other sources or may have taken or will take some other action with respect to such Content. 
Other Users Content Content and/or Created Content posted by other users on or through the Services belongs to the person who posts such Content and/or Created Content. As a Prospective Recruiter or Professional Recruiter, you will have the right to view, for up to a maximum of one (1) year, Content and/or Created Content from Prospective Recruits who respond to your Recruiting activities. Except as expressly permitted in these Terms of Service, you do not have the right to use, reproduce, create derivative works of, distribute, publicly perform or publicly display any Content and/or Created Content that does not belong to you, other than viewing of the Content and/or Created Content on or through the Services as BGRated may make available.
Social Media Content In the provision of the Services, certain information may be obtained from the Internet by BGRated based on or related to topics of interest to you, including, but not limited to links, posts and excerpts, and data derived therefrom (“Social Media Content”). You acknowledge and agree that BGRated has no ownership rights in, or control of, Social Media Content. You shall access and use, or permit access and use to, Social Media Content in compliance with applicable laws and the terms of service of the website or source from which the applicable Social Media Content is obtained or derived, as well as any restrictions on use we may impose on the use of Social Media Content. Some Social Media Content may be indecent, offensive, inaccurate or otherwise objectionable or unlawful, and BGRated may, but does not have the obligation to, preview, verify, flag, modify, filter or remove any Social Media Content, nor will BGRated be responsible for any failure to remove, or any delay in removing, harmful, inaccurate, unlawful or otherwise objectionable Social Media content. Your use of, or permission to use, Social Media Content is at your sole risk and BGRated shall have no responsibility to you or any third party related to any use of any Social Media Content by you or any third party. You also acknowledge and agree that BGRated’s ability to provide the Social Media Content depends on the continuing availability for BGRated to collect, aggregate, provide and distribute the Social Media Content in connection with the Services. If a provider of Social Media Content ceases to make the Social Media Content available on terms acceptable to BGRated, BGRated may cease providing such Social Media Content without liability or penalty to you.
4. INTELLECTUAL PROPERTY 
Ownership of the Services All right, title, and interest in and to the Services (including, without limitation, all computer code, graphics, user interfaces and audiovisual content used to provide the Services) are and will remain the exclusive property of BGRated and/or its suppliers and licensors, including all intellectual property rights therein, even if BGRated incorporates any of your Feedback (as defined below) into subsequent versions. The Services are protected by copyright, trademark, and other laws of Canada, the United States and other countries. BGRated reserves all rights to the Services that are not expressly granted herein. Except as expressly permitted in these Terms of Service, you may not reproduce, modify, reverse engineer or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Services. You may not copy or modify the HTML or other code used to generate web pages on the Services.
License of Services BGRated grants to you, commencing on the effective date of your subscription to the Services (the “Effective Date”) and continuing thereafter for the term of your subscription (unless terminated earlier pursuant to these Terms of Service), a revocable, non-exclusive, non-transferable (except as permitted below), world-wide, limited license to make use of the then-current versions of the Services to which you have subscribed. The Services are licensed hereby, not sold.
Feedback All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to BGRated, in any form, will be the sole and exclusive property of BGRated. You hereby irrevocably transfer and assign to BGRated and agree to irrevocably assign and transfer to BGRated all of your right, title, and interest in and to all of your Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At BGRated’s request and expense, you will execute documents and take such further acts as BGRated may reasonably request to assist BGRated in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback. You will not earn or acquire any rights or licenses in the Services or in any Intellectual Property Rights on account of these Terms of Service or your performance under these Terms of Service.
5. CODE OF CONDUCT 
Rejection of Content BGRated has the right, but not the obligation, to remove or block any Content and/or Created Content (including Objectionable Content) from the Services that it determines in its sole discretion to be in violation of these Terms of Service or that is detrimental to the quality or intended spirit of the Services, as determined by BGRated in its sole discretion. BGRated also has the right, but not the obligation, to limit or revoke the use privileges of the Account of anyone who posts such Content and/or Created Content or engages in such behavior.
Prohibited Activities In addition to the prohibition on posting, publishing or transmitting any Objectionable Content as set forth in Section 3, above, you agree not to do any of the following while using, or otherwise in connection, the Services:
1. access, tamper with, or use non-public areas of the Services, BGRated’s computer systems, or the technical delivery systems of BGRated’s suppliers; 
2. attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures used in connection with the Services;
3. attempt to access or search the Services or any Content and/or Created Content with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by BGRated or other generally available third-party web browsers (such as Microsoft Internet Explorer, Google Chrome or Mozilla Firefox), including but not limited to browser automation tools;
4. send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services; 
5. forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information; 
6. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
7. interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; or plant malware on BGRated’s computer system, those systems of BGRated’s providers, or otherwise use the Services to attempt to distribute malware;
8. impersonate or misrepresent your affiliation with any person or entity;
9. use the Services for any illegal, criminal or tortious activity; or
10. use the Services to harass, abuse, or harm another person or entity, or attempting to do the same.
6. INTERNATIONAL USE 
Hosting The Services are hosted in datacenters in Canada and the United States and, as a result, information (including, potentially, personally-identifiable information) may be transferred between or reside or be hosted in countries other than the country of your domicile. Notwithstanding the foregoing, you acknowledge and agree that, to the fullest extent permitted by applicable law, BGRated’s collection, use, storage and sharing of your information and Content and/or Created Content is, as set forth below, exclusively subject to the laws of the Province of Ontario and the federal laws of Canada applicable therein, not of the jurisdiction in which you are located.
7. COPYRIGHT INFRINGEMENT 
Copyright Infringement Notices If you believe that any material available on or through the Services violates your copyright, you may send BGRated a copyright infringement notice. Any such notice must be in writing and must include substantially all of the following: 
1. a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit BGRated to locate the material. BGRated requests that complete URLs for each instance of the allegedly infringing material be provided;
4. information reasonably sufficient to permit BGRated to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. a statement that the information in the copyright infringement notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. 
Copyright Agent Your written copyright infringement notice must be sent to BGRated’s designated copyright agent via mail or email. Please be aware that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Attention: Copyright Agent BGRated Inc.
140 Simcoe St. c/o concierge Toronto, ON M5H 4E9
CanadaBy email: info@BGRated.com
The Copyright Agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the Services. The Copyright Agent will not respond to any other inquiries.
8. CANCELLATION AND TERMINATION 
Termination of Your Account. BGRated, in its sole discretion, may without liability or penalty terminate your password and/or Account and/or any Paid Features and/or any Paid Services, remove your access to the Services and/or discard any Content and/or Created Content within the Services for any reason, including without limitation, lack of use, or if BGRated believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. In such event, but subject to any survival provisions herein, any contracts in conjunction with your Account and all its parts, at BGRated’s discretion, will be terminated as well. Any termination of your access to the Services under any provision of these Terms of Service may be effected without prior notice. 
Termination: Paid Accounts Unless terminated by BGRated as set forth in the foregoing paragraph, if you elect to terminate your Paid Account at any time, you will have access to the additional functionality made available to you with your Paid Account until the expiry of the period for which you have paid. In no event will you be entitled to a refund if you terminate any Paid Account. 
Discontinuance of Services BGRated, in its sole discretion and at any time, may discontinue providing the Services, or any part thereof, with or without notice and without liability or penalty. In such circumstances, BGRated may immediately deactivate or delete your Account, as applicable, and all related information and Content and/or Created Content and bar any further access to such information, Content or to the Services. BGRated will not be liable to you or any third party for any termination of your access to the Services. 
Survival If BGRated terminates your Account or removes your access to the Services, all rights and obligations under these Terms of Service shall cease, save for: Grant of Rights, Moral Rights, Non-Endorsement & Release, Preservation of Content, Survival, Indemnification, Limitation of Liability, Governing Law, Dispute Resolution, Waiver and such other provisions hereof of thereof which expressly, or by their nature are intended to, survive termination. 
Deletion of Content After cancellation or termination of your Account for any reason, you will no longer have access to your Account and all information and Content in your Account or that you have stored on the Services may be, but is not required to be, deleted by BGRated. BGRated will have no liability for information, Content or Created Content that is deleted due to the cancellation or termination of your account for any reason. 
9. ADDITIONAL TERMS APPLICABLE ONLY TO PROSPECTIVE RECRUITERS 
If you are a business or enterprise utilizing the Services for Recruiting purposes, the following terms also apply to you. 
Additional Obligations In connection with your use of the Services, Prospective Recruits may provide directly to you Personal Information (as such term is defined in the Privacy Policy). Your collection, use and disclosure of Personal Information are subject to applicable laws, rules and regulations. Accordingly, in order to use the Services you shall maintain in effect and post in a conspicuous location a privacy policy setting forth the terms and conditions of your collection, use and disclosure of a Prospective Recruit’s Personal Information. Any such privacy policy shall at all times, without limitation: (a) be consistent with these Terms of Service; (b) be in compliance with applicable laws, rules and regulations; and (c) cause an end-user to grant to you and BGRated all right and licenses required by BGRated to provide the Services. 
Responsibility for Professional Recruiters and Prospective Recruits As between you and BGRated, you are responsible for the acts and omissions of (including any Content or Created Content posted by) your Professional Recruiters and Prospective Recruits in connection with your Recruiting and you are solely responsible for managing your interaction by and among them. 
Access to, and Retention of Information To comply with applicable laws and lawful governmental requests, to protect BGRated’s systems and customers, or to ensure the integrity and operation of BGRated’s business and systems, BGRated may access, store and/or disclose any information stored or transmitted on or through the Services which BGRated considers necessary or appropriate, including, without limitation, user information, IP address and traffic information, usage history, Content and Created Content. BGRated also reserves the right to report any activity that it suspects violates any law, rule or regulation to appropriate law enforcement officials, regulators or other appropriate third parties. 
Customer Support While BGRated will use all commercially reasonable efforts to resolve any support incidents associated with the Services, BGRated does not represent or warrant any incident will be resolved. All information and instructions provided to you through, or in connection with, customer support services offered by BGRated are provided without representation and warranty, and you assume all risks associated therewith. BGRated strongly encourages you to maintain back-ups of all information and data pertaining to your Recruiting and use of the Services, before relying on, or acting upon, any advice provided to you in connection with customer support. 
BGRated strongly encourages you to seek legal advice with respect to Recruiting and employment and recruiting related law (including employment and human rights law) in your jurisdiction or any jurisdiction in which you operate. BGRated will not review any steps or actions you use in your Recruiting, and makes no representations and/or warranties that your Recruiting is legal or permitted in any jurisdiction. You hereby agree to indemnify and hold harmless BGRated from any and actions, causes of actions, claims, damages, liabilities, demands and penalties that BGRated may suffer in connection with your Recruiting. 
10. ADDITIONAL TERMS APPLICABLE TO PROSPECTIVE RECRUITS 
Recruiting You acknowledge and agree that if you responding to any Prospective Recruiter’s Recruiting activities by or through the Services that such Prospective Recruiter is responsible for its compliance with applicable laws, rules and regulations. You should always carefully review a Prospective Recruiter’s hiring criteria and other rules and regulations regarding Recruiting, including the applicable privacy policy. You acknowledge and agree that BGRated does not sponsor, administer or endorse any Recruiting or any Prospective Recruiter or Professional Recruiter and is not responsible for any Recruiting or the failure of the Prospective Recruiter or Professional Recruiter to comply with applicable laws, rules and regulations. You further acknowledge and agree that a Prospective Recruiter or Professional Recruiter may require you to provide Personal Information in connection with Recruiting. In the event you choose to provider Personal Information to a Prospective Recruiter or Professional Recruiter, you acknowledge and agree that BGRated may use such Personal Information in a manner consistent with BGRated’s Privacy Policy. 
11. GENERAL TERMS 
Effect These Terms of Service will remain in full force and effect while you use the Services and/or maintain an Account. 
Third Party Links/API The Services may include links or APIs to other sites or resources on the Internet that are owned and operated by third parties. Links to such websites or resources do not imply any endorsement by BGRated of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge that the BGRated is not responsible for the availability of, or the content located on or through, any such third-party site or resource. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we encourage you to review the privacy policies of third-party sites. 
Assignment You may not assign your subscription to the Services, and such any assignment by you will be null and void; provided, however, that you may assign your account to the Services to a successor in interest in connection with the sale of your business as a going concern or in connection with the sale of all, or substantially all, of your assets. 
Indemnification You agree to indemnify and hold BGRated, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of: (i) your use of the Services, (ii) a claim that you, or any third party using your Credentials, infringed any intellectual property or other right of any person or organization using the Services, (iii) the violation of these Terms of Service or applicable law, rules or regulation by you, or any third party using your Credentials; or (iv) your negligence or willful misconduct. 
Disclaimers (a) THE SERVICES ARE PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BGRATED AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR THAT THE SERVICES WILL IMPROVE THE ACCURACY OR EFFICACY OF YOUR RECRUITING OR ACHIEVE A SPECIFIC RESULT. FURTHER, BGRATED AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER INFORMATION CONTAINED IN THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. 
(b) BGRATED DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BGRATED OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. 
Limitation of Liability (a) NEITHER BGRATED NOR ITS AFFILIATES WILL BE LIABLE, UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND BGRATED. BGRATED’S SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. 
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, BGRATED’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES OF ACTION WHATSOEVER, AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, WILL BE THE GREATER OF: (i) ONE HUNDRED DOLLARS ($100.00); OR (ii) THE AMOUNT YOU PAID TO BGRATED IN CONNECTION WITH ANY PAID ACCOUNT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. 
(c) CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Non-Endorsement and Release You acknowledge and agree that BGRated provides a suite of tools that enables Prospective Recruiters, Prospective Recruits and Professional Recruiters to engage in Recruiting activities; as a result, BGRated is not responsible for the accuracy, completeness, appropriateness, legality or applicability of any Content and/or Created Content or anything said, depicted, written or done by other users of the Services (including, without limitation, Prospective Recruiters and Professional Recruiters using the Services), including without limitation, any information that you may obtain by using the Services. BGRated does not endorse anything contained in the Content and/or Created Content or any information, opinion, recommendation or advice expressed therein and you understand that you must evaluate and bear all risks associated with the use of any Content and/or Created Content, including any reliance on the integrity, and accuracy of such Content and/or Created Content. ACCORDINGLY, AS A CONDITION OF YOUR USE OF THE SERVICES, YOU HEREBY WAIVE, AND IRREVOCABLY RELEASE AND FOREVER DISCHARGE BGRATED AND ITS RESPECTIVE AFFILIATES AND SUBSIDIARIES (TOGETHER, THE “RELEASED PARTIES”) FROM ANY AND ALL ACTIONS, CAUSES OF ACTIONS, CLAIMS, DAMAGES, LIABILITIES AND DEMANDS, WHETHER ABSOLUTE OR CONTINGENT AND OF ANY NATURE WHATSOEVER, WHICH YOU NOW HAVE OR HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE RELEASED PARTIES OR THEIR RESPECTING SUCCESSORS AND ASSIGNS WITH RESPECT TO: (I) ANY CONTENT AND/OR THE CREATED CONTENT POSTED BY ANOTHER USER OF THE SERVICES; AND (II) THE ACTIONS OR INACTIONS OF OTHER USERS OF THE SERVICES. 
Entire Agreement These Terms of Service (including any additional terms, conditions, policies and agreements incorporated herein) are the entire agreement between BGRated and you regarding the Services. 
Governing Law/Jurisdiction Any dispute arising from or related to these Terms of Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of law principles. Subject to the Dispute Resolution provision, below, the exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the Courts of the Province of Ontario located in Toronto, Ontario, Canada and each of the parties hereto irrevocably waives any objection to jurisdiction and venue in such courts. 
Dispute Resolution Any dispute regarding these Terms of Service, including the validity, existence, binding effect, interpretation, performance, breach or termination, and including tort claims, shall be referred to and finally determined, to the exclusion of the courts, by a single arbitrator. The arbitration shall take place in Toronto, Ontario, in English, and in accordance with the National Arbitration Rules of the National Arbitration Institute of Canada, Inc. In all other respects the arbitration shall be governed by and subject to the Ontario Arbitration Act. 
IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY BGRATED IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU SET UP AN ACCOUNT, TO THE FOLLOWING ADDRESS: 8 TELEGRAM MEWS, SUITE 832, TORONTO, ON, M5V 3Z5, ATTENTION: CEO. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, MAILING ADDRESS AND EMAIL ADDRESS, AS WELL AS A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH BGRATED, OR YOUR USE OF THE SERVICES. 
UNLESS OTHERWISE REQUIRED BY LAW, YOU MUST CONTACT US WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED ON SUCH EVENT, FACTS OR DISPUTE. 
Should you have a dispute with one or more users or end-users, or an outside party, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We encourage users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable. 
Waiver of Class Actions TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL PARTIES TO ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS OF SERVICE MUST BE INDIVIDUALLY NAMED. YOU HEREBY WAIVE ANY RIGHT YOU MAY HAVE FOR ANY DISPUTE PERTAINING TO THE SERVICES OR THESE TERMS OF SERVICE TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION OR CONSOLIDATED BASIS, OR ON BASES INVOLVING DISPUTES BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC.
Waiver The failure of BGRated to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and be enforceable. 
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