Terms of Use

This Terms of Use (the “Agreement” or the “Terms” or the "ToU") is made and entered into as of (the “Effective Date”) between YourTech Limited O/A DigitalStaff, with offices at 201 King Street, London, ON, N6A 1C9 (“the Party”) and the User.

1. Background

DigitalStaff uses both Robotic Automation Processes and Artificial Intelligence (the “Services”) to automate the User’s business processes subject to these Terms. From the moment the User accesses the Services we assume they have accepted the ToU, so please read these Terms carefully before using the Services. By accessing or using the Services, the User explicitly agrees to comply with and be bound by the Terms and all terms, policies and guidelines incorporated by reference below. We’ve attributed specific definitions to some of the words we use, as referenced below.

2. Interpretation

2.1 Definitions

“Confidential Information" / “CI” means written information disclosed to one party or its affiliates by the other party or its affiliates, for the purpose of these ToU, and which is marked confidential or would normally under the circumstances be considered as such; CI does not include information that is independently developed by the recipient, rightfully given to the recipient by a third party without any confidentiality obligations or becomes public through no fault of the recipient.
“Developed IP” has the meaning ascribed to it in Section 5.4 hereto;
“DigitalStaff” / “we” / “us” / “our” means the entity described below in the ToU.
“Intellectual Property Rights” or “IP” refers to patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in computer software and databases, know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case both registered or unregistered, and including all applications and rights to apply for and be granted protection, renewals or extensions of such rights, as well as the right to claim priority therefrom, and similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world, including as otherwise defined or regulated under the applicable law.
“Pre-Existing IP” means any Intellectual Property Rights held, owned or controlled by the Consultant in any materials, hardware, software or applications and intellectual property associated therewith, developed by the Consultant independently from its performance of its obligations to the Client under this Agreement and any associated agreement;
“Services” means DigitalStaff’s websites, pages, blogs, including any online services, services, software applications, improvements, updates, enhancements, together with the associated documentation, and any other content of DigitalStaff.
“Terms of Use” or “ToU” means the (i). General Terms of Use, (ii). other set of terms applicable to any other agreement the User may have with DigitalStaff for service or otherwise. These Terms do no alter in any way the terms or conditions of any other agreement, and are in addition to any end user agreement for any Services that we provide.
“User or Users” means any individual or a company or organization that has, accesses or direct the use of our website or Services; “Your Users” means the User’s affiliates and employees or equivalent contractors.

3. Terms of Use

3.1. To Use the Services, the User must be at least 16-years old or have full capacity to contract according to the User’s country of residence; different age limitations may be applicable to specific Services.

3.2. Although we will take reasonable steps to notify the User of material changes to the ToU, DigitalStaff reserves the right to change the Services and the ToU without prior notice. If the User continues to use the Services after any change, DigitalStaff will assume that the User has agreed with said change to the Services and ToU. The User’s only remedy for dissatisfaction with the Services, the ToU or any updates, is to stop using the Services. If the User has any questions about the Terms, please submit a Contact Us Form or contact us via phone email or mail.

3.3. The User can contact us using the following details. A response can be expected within 30 days.

DigitalStaff

201 King Street, London, ON

N6A 1C9

(844) 255-0840

info@digitalstaff.ca

4. Privacy Policy

Please refer to the DigitalStaff privacy policy (the "Privacy Policy") for information on how DigitalStaff collects, uses and discloses personally identifiable information from its users. By agreeing to these

Terms or using the Services, the User agrees to our collection, use and disclosure of personally identifiable information in accordance with the Privacy Policy.

The Privacy Policy can be found here: https://www.digitalstaff.ca/privacy-policy

5. License and IP Rights

5.1. DigitalStaff hereby agrees to provide the User the right to use the Services, under a limited, nonexclusive, non-transferable, non-sublicensable and revocable license in accordance with the application ToU.

5.2. The User hereby gives DigitalStaff an unlimited, perpetual, transferable, sub-licensable, nonexclusive, worldwide and royalty free license to use, host, store, copy, distribute, assess, test, modify, publicly perform, display, create derivative works of, incorporate into other works, and otherwise use, the User’s Content and any of the User’s suggestions, ideas and other feedback, without any restriction or compensation to the User, for the purpose of providing our Services and managing our platforms. DigitalStaff may independently acquire, license, or develop, any intellectual property rights and technology performing similar functions as the software/workflows developed by, or for, the User.

5.3. Each party retains the IP rights over its own Content and Confidential Information. DigitalStaff does not grant the User any rights other than the rights expressly provided in the ToU. Save to any rights reserved to third parties, DigitalStaff retains all rights, title and interest, including any IP rights in the Services.

5.4 The Client acknowledges all right, title and interest in and to (i) any Pre-Existing IP, and (ii) any Intellectual Property Rights developed by the Consultant during this contract, shall remain solely and exclusively in the Consultant. The Client acquires no right, title or interest whatsoever in or to the Pre-Existing IP or the Developed IP, except the right to use the Developed IP as specifically provided in this Agreement. The Client agrees not to take any action to jeopardize, limit or interfere in any manner with the Consultant’s ownership of or rights in or to the Pre-Existing IP and Developed IP.

5.5 We may collect private information through our Clients signing up for services on our webpage. Private information is gathered from members and guests who apply for various services our site offers. This information includes e-mail addresses. It also includes, but is not limited to, for billing or payment purposes, first name, last name, credit card number, and personal or business address is any information that allows others to contact a user or allows the collection of information about the user other than what is displayed on the site.

6. Blogs

This is to inform and clarify that individuals (including but not limited to employees of DigitalStaff and referred to as “Individuals” hereafter) may contribute articles and opinions on this Website entirely at the sole discretion of DigitalStaff, in the form of “blogs”, as such term is generally understood. The User hereby acknowledges and agrees that these blogs constitute the opinion of the Individuals in their personal capacity, and may not represent official positions of DigitalStaff in any manner. DigitalStaff retains all copyright to these blogs.

7. Hyperlinks

7.1. The Services might contain text, images, videos, audio, algorithms, software, user information or links to websites or services maintain by third parties (“Third-Party Content”). The User may use links to Third-Party Content therein, at the User’s own risk. DigitalStaff does not monitor or have any control over, and makes no claim or representation regarding, Third- Party Content. DigitalStaff provides these links only as a convenience, and a link to Third-Party Content does not imply DigitalStaff’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Content. DigitalStaff accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content. When the User leaves the Services, our terms and policies no longer govern. The User should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content, and should make whatever investigation the User feel necessary or appropriate before proceeding with any transaction with any third party.

8. Warranties

8.1. No warranties. The services are provided on an “as-is” and “as available” basis. DigitalStaff makes no warranty of any kind (express, implied, statutory or otherwise) in relation to services and, to the maximum extent permitted by applicable law, DigitalStaff specifically disclaims all warranties, including availability, service uptime, merchantability, fitness for a particular purpose or noninfringement or ability for the services to integrate or interoperate with other technologies. Unplanned system outages may occur and DigitalStaff does not warrant the services will run uninterrupted or error free. DigitalStaff disclaims all liability for harm or damages caused by third-party content. The Customer bears the entire risk as to the use of the services.

8.2. The User’s warranties. The User represents and warrants at all times that: (i) the User has all necessary right and title to enter into the ToU and to perform the User’s obligations with the ToU and with all application legislation; (iii) the User has obtained all rights, permissions and/or consents necessary for the lawful use of the User’s data and the operation of the Services; (iv) no part of the User’s data used within the Services infringes or otherwise conflicts with any third-party rights. The User expressly agrees that the use of the Services and Content is at the User’s sole risk.

9. Liability

9.1. Exclusions. To the maximum extent permitted by application law, in no event with DigitalStaff be liable for any special, indirect, moral, consequential, incidental, punitive or exemplary damages, the use or inability to use the services, computer malfunction or failure, server down time, failure of the services to operate with any other programs, loss of profits, reputations, use or revenue, loss or corruption of data, or interruption of business, regardless if DigitalStaff was aware of the likelihood of such damages occurring, and whether such likelihood is based on contract, tort, negligence, strict liability, services liability or otherwise. To avoid any doubt, under no circumstances may DigitalStaff be liable for any claims of any kind and nature that may be asserted, granted or imposed against, directly or indirectly, arising from, or in connection with the User’s failure to comply with the ToU.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to the User. This agreement gives the User specific legal rights, and the User may also have other rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.

9.2. Limitation of Damages. The User’s exclusive remedy against DigitalStaff, for each and all claims, actions, proceedings and damages (individually and together), including direct damages, arising out of, or in connection with, the ToU, and including where the warranty exclusions above are not valid or permitted under the applicable law, is limited to one hundred Canadian Dollars ($100 CDN). These limitations and exclusions apply even if this remedy doesn't fully compensate the User for any losses and even if DigitalStaff knew or should have known about the possibility of the damages or the likelihood of their occurrence.

9.3. Indemnification. The User will indemnify DigitalStaff, defend and hold them harmless against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of, or relating to any claims based on, (i). The User, and Your Users use or attempted use of the Services in violation of the ToU; (ii). The User’s violation of the applicable law or rights of any third party; including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.

10. Compliance

10.1. Acceptable Use. As a condition of the User’s use of the Services, the User shall not use the Services for any purpose(s) that is unlawful or prohibited by the ToU. The User shall not use the Services in any manner that could damage, disable, overburden, or impair or interfere with any other party’s use and enjoyment of our Services. The User shall not attempt to gain unauthorized access to any section of the Services, other accounts, computer systems or networks connected to any DigitalStaff services or services associated with the Website, through hacking, password mining or any other means. The User shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. If the User uses the Services in conjunction with third-party data, services, services, platforms, etc., then the User must comply with the terms and conditions required by such third-party providers, and the User will be carrying the entire risk to such use.

10.2. Third Party Access. The User may only allow Your Users to use the Services and solely for the User’s direct beneficial business purpose, causing them to comply with the ToU and being liable for their actions.

10.3. Confidentiality Obligations. DigitalStaff and its customers may exchange Confidential Information. For example, the Services are considered DigitalStaff’s CI. The receiving party will treat the CI with no less than reasonable care and will only use the CI for the purpose and for the duration of the relationship under the ToU. The receiving party may only disclose CI: (i) under a written and signed permission document from the disclosing party, or as necessary to comply with applicable law or valid order of a court of law or other governmental body, only if the receiving party promptly notifies the disclosing party of the required disclosure and provides assistance to prevent or limit the disclosure or (ii) to its affiliates, employees, agents, investors or professional advisors, who need to know the CI for the purposes of these ToU and who are bound by confidentiality obligations at least as restrictive as in this section. DigitalStaff may disclose the User’s CI without notice if it reasonably believes necessary to protect the rights or safety of DigitalStaff, its customers, partners, or the public.

11. Entity and Dispute Resolution

11.1. Applicable Law and Venue. The Services (excluding Third-Party Sites) are controlled by DigitalStaff and operated by it from its offices in London, Ontario. The Services are accessible, however, outside of Ontario.

The User and DigitalStaff both benefit from establishing a predictable legal environment in regard to the Services. Therefore, the User and DigitalStaff explicitly agree that all disputes, claims or other matters arising from or relating to the User’s use of the Services will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

The User agrees that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in London, Ontario. The User’s consent to the personal jurisdiction of such courts over the User, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.

If the User chooses to access the Services from locations other than Ontario, the User will be responsible for compliance with all local laws of such other jurisdiction and agrees to indemnify DigitalStaff for the User’s failure to comply with any such laws.

11.2. Termination. DigitalStaff may also in its sole discretion and without cause, terminate the User’s right to access or use the Services (or any portion thereof), if the User breaches any term of the ToU. This agreement will be in effect as long as the User continues to use our Services.

11.3. Dispute Resolution. All claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this agreement, including but not limited to breach thereof, shall be referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding, including arbitration. The mediator is not empowered to impose a solution on the Parties. The Parties agree to pursue the mediation in good faith. Mediation fees, if any, shall be divided equally among the Parties involved. If the Parties are unable to reach a solution which they both agree with through mediation, either Party is entitled to take the matter to the courts of Ontario.

12. Arbitration

All disputes and questions whatsoever which arise between any of the parties in connection with this Agreement, or the construction or application thereof or any Section contained in this Agreement or as to any act, deed or omission of any party or as to any other matter in any way relating to this Agreement, will be resolved by arbitration.

The arbitrator will be appointed by agreement between the parties or, in default of such agreement, such arbitrator will be appointed by a Judge of the Superior Court of Justice sitting in Toronto, upon the application of any of the parties and such judge will be entitled to act as such arbitrator, if he or she so desires. Unless otherwise agreed to by the parties, the arbitration will be held in the City of Toronto. The procedure to be followed will be agreed to by the parties or, in default of such agreement, determined by the arbitrator. The arbitration will proceed in accordance with the provisions of the Arbitration Act, 1991 (Ontario). The arbitrator will have the power to proceed with the arbitration and to deliver his or her award notwithstanding the default by any party in respect of any procedural order made by the arbitrator. The decision arrived at by the arbitrator will be final and binding and no appeal will lie therefrom. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

To the fullest extent permitted by applicable law, no arbitration or claim under these terms of use will be joined to any other arbitration or claim, including any arbitration or claim involving any other current or former user of the service, and no class arbitration proceedings will be permitted. In no event will any claim, action or proceeding by you related in any way to the Site or the Service (including your visit to or use of the Site or the Service) be instituted more than three (3) years after the cause of action arose.

13. Miscellaneous

If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. DigitalStaff may assign any or all of its rights hereunder to any party without the User’s consent. The User is not permitted to assign any of the User’s rights or obligations hereunder without the prior written consent of DigitalStaff, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between the User and DigitalStaff regarding the User’s use of the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between the User and DigitalStaff regarding the User’s use of the Services.

14. Questions and Comments

If you have any questions regarding these Terms or your use of the Services, please submit a support request or contact us: