TOFU TERMS OF SERVICE

Last Updated: July 25th, 2023

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    These Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our Services (as defined in Section 2.1). These Terms are between you and Tofu Technologies Inc. (“Tofu”, “we”, or “us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (a) you have the full legal authority to bind your employer or such entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of the party that you represent. If you don't have the legal authority to bind your employer or the applicable entity, please do not click the “I agree” (or similar button or checkbox) that is presented to you.

    PLEASE NOTE THAT IF YOU SIGN UP FOR A SERVICE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (I) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY; (II) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS; AND (III) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.

  1. LEGAL AGREEMENT
    1. Acceptance of Our Terms. These Terms are effective as of the date you first click “I agree” (or a similar button or checkbox) or use or access the Services, whichever is earlier. These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or a similar button or checkbox) at the time you register for a Service. For greater certainty, these Terms include any hyperlinks hereto and any other document executed by the parties that incorporate these Terms by reference. If you do not agree with, or cannot comply with, these Terms, then you may not use the Services.
    2. Personal Information. You acknowledge and agree that by providing us with your personal information, using our Services, or otherwise interacting with us, you consent to the collection, use, and disclosure of such information in accordance with our Privacy Policy, and for the purposes identified to you at the time you provide the personal information. To view our Privacy Policy, please visit the following hyperlink: /privacyPolicy/
    3. Changes to the Services or these Terms. We reserve the right to update, change, or replace any part of the Services or these Terms by posting updates and/or changes to the website. It is your responsibility to check our website periodically for changes. Your continued use of or access to the Services following the posting of any change(s) constitutes acceptance of those changes.
    4. International Use. Accessing the Services in certain countries may not be lawful, and we make no representation that the Services are appropriate or available for use in locations outside Canada. If you choose to access the Services from outside Canada, you do so at your own risk and initiative and are responsible for compliance with any applicable local laws.
  2. SERVICES
    1. Description of Services. We set up and operate a talent pool online platform where referrers, recruiters, and candidates may come into contact with each other by referring and searching candidates with a view of finding new employment relationships. These Terms govern your use of our talent sourcing services, including as such services are made available on our website and including all associated features, functionalities, websites, mobile sites, user interfaces, and any content and software applications associated with our services (collectively, the “Services”).
    2. Users. As a user of the Services, you may be a User-Referrer, User-Recruiter, or Candidate, depending on the nature of your activity through the Services, as further described below:
      • (a) If you are a “User-Referrer”, you have an Account (as defined in Section 3.1) that allows you to, subject to Candidate approval, refer a Candidate through the Services to the Tofu talent pool community for the purpose of possible recruitment by a User-Recruiter.
      • (b) If you are a “User-Recruiter”, you have an Account that allows you to access the Services to browse the Tofu talent pool for a Candidate, access Candidate CVs, view profiles, and get introduced to a Candidate for the purpose of interviewing and potentially hiring a Candidate.
      • (c) If you are a “Candidate”, you are a natural person that is referred by a User-Referrer whom there is a connection between you and the User-Referrer. A connection may be, but is not limited to, a former job candidate, a former or current colleague, or an acquaintance that is looking for new job opportunities and is willing to be recruited via the Services and to work in a company. Candidates give informed consent to upload certain personal information, including past interview experience, professional experience, position, field, geographical availability, and keywords describing candidate skills. We may also display the date that you opted-in to use the Services, which will indicate how long your profile has been active.
    3. Limited License Grant. Subject to your continued compliance with these Terms and the restrictions set out in Section 2.5 below, we grant you a non-exclusive, non-transferable, non-assignable, royalty-free, revocable license to use the Services for your personal purposes.
    4. Representations and Warranties. As a condition of your use of the Services, you represent and warrant that: (a) you have reached the age of majority in your province or territory of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you will use the Services in accordance with these Terms; (d) all information supplied by you via the Services is true, accurate, current, and complete; (e) you have not previously been suspended or removed from our Services; (f) your use of the Services will not infringe or misappropriate the confidentiality or intellectual property rights of any third party; and (g) your registration and use of the Services comply with all applicable laws and regulations.
    5. Prohibited Activities. You are prohibited from using the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, disability, or other enumerated grounds of discrimination; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to reproduce, duplicate, copy, sell, resell, or exploit the Services, access to the Services, or any portion of the Services without our express written permission; (l) to transmit any advertising or promotional materials; or (m) to interfere with or circumvent the security features of the Services, or any related website, other websites, or the Internet.
    6. Free and Beta Services. You may receive access to certain Services or product features on a free, fully discounted, or trial basis or as an alpha, beta, or early access offering (“Free and Beta Services”). Use of Free and Beta Services is limited to the period specified by us. We may terminate your use of Free and Beta Services at our discretion at any time, without liability to you. We may modify Free and Beta Services at any time for any reason. Free and Beta Services may be inoperable, incomplete, or include features that we may never release, and their features and performance information are our confidential information. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, WE PROVIDE NO WARRANTY, INDEMNITY, SERVICE LEVEL AGREEMENT, OR SUPPORT FOR FREE AND BETA SERVICES AND WE WILL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR YOUR USE OF FREE AND BETA SERVICES.
  3. YOUR ACCOUNT
    1. Account Information. To access certain Services, you may be required to create an account (“Account”). You are responsible for ensuring the accuracy of the information included in your Account, including updating your information as necessary. By registering for an Account, you are representing and warranting that: (a) you own or have sufficient authorization to use the computer, mobile device, technology, or other device you use to access the Service; and (b) you will access and use the Services solely in accordance with, and for the purposes consistent with, these Terms. Only one person may use an Account; two or more people may not share an Account.
    2. Account Security. All activity conducted in connection with your Account will be your responsibility, as you are deemed to be in sole possession and control of the confidential password necessary to access your Account. Your password protects your Account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your Account by a third party, you must notify us immediately and change your password as soon as possible.
    3. Suspension or Termination of your Account. Without limiting any other remedies, we may suspend or terminate your Account or your access to the Services (or any portion thereof), at any time, with or without notice to you, if we suspect that you are not compliant with these Terms. In the event of termination, you will have no further access to your Account or anything within the Services associated with it, and we are under no obligation to compensate you for any such losses or results. If we terminate your Account, you may not create a new Account or access the Services except with our express permission.
  4. PAYMENT
    1. **Subscriptions.** You may purchase access to the Services on a monthly basis ("Subscription Period"), by paying a subscription fee described to you when you create an Account ("Subscription").
    2. **Fees for Hiring Outside VC Network (Companies).** If you are a company and you hire a candidate from outside your VC network, a $1,000 USD fee applies. This fee is due within 30 days of the hiring date. However, if a candidate that you have shared is hired by a company outside of your VC network, you will receive a $250 USD credit. This credit can be applied towards your next out of network hiring fee.
    3. **Renewal and Cancellation.** Your Subscription will automatically renew at the end of the applicable Subscription Period. You may cancel your Subscription at any time by contacting us. The cancellation will take effect the day after the last day of the current Subscription Period. We do not provide refunds or credits for the cancellation of a Subscription before the expiration of a Subscription Period.
    4. **Changes to Fees.** We may change the pricing of the Subscriptions or fees for hiring outside the VC network from time to time. We will communicate any price changes to you in advance and, if applicable, how to accept those changes. Subject to applicable law, you are deemed to accept the new price by continuing to use the Services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by notifying us prior to the price change going into effect.
    5. **Third Party Payment Provider.** Payment for Services may be made through our payment gateway provider. You may be required to submit your payment details to the relevant third party payment gateway provider, and you may also be required to accept additional terms and conditions in relation to the use of such services. We cannot accept, and hereby exclude to the fullest extent permitted by applicable law, any liability arising out of or in connection with your use of such third party payment provider.
    6. **Currency and Taxes.** All fees with respect to the Services are quoted in United States dollars. You are responsible for paying all applicable taxes with respect to the Services.
  5. CANDIDATE DATA
    1. Candidate Data. As part of the Services, we may allow you to submit, store, and access certain data and information related to your or your current and potential employees and contacts, including (without limitation) employees’ business email and your or your employees’ personal and professional information (collectively, “Candidate Data”).
    2. Use of Candidate Data. By submitting Candidate Data to us, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the Candidate Data required for us and our service providers to provide the Services. We will have no right to sublicense or resell Candidate Data, except however, you agree that we may collect, analyze, and use data derived from Candidate Data and/or information collected from or about an individual but which does not identify the individual personally for purposes of operating, analyzing, improving, or marketing the Services. If we share or publicly disclose information (e.g., in marketing materials or in application development) that is derived from Candidate Data, such data will be aggregated or anonymized such that a specific individual is no longer identifiable. You further agree that we will have the right to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized and aggregated data.
    3. Your Responsibilities for Candidate Data. In connection with Candidate Data, you hereby represent, warrant, and agree that: (a) you have obtained the Candidate Data lawfully, and the Candidate Data does not and will not violate any applicable laws or any person or entity’s proprietary or intellectual property rights; (b) the Candidate Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software used by us or our service providers to provide the Service; (c) all Candidate Data has and will be collected by you in accordance with a privacy policy that permits us to share, collect, use, and disclose such Candidate Data as contemplated under these Terms, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing; (d) you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to Candidate Data provided hereunder; (e) we may exercise the rights in Candidate Data granted hereunder without liability or cost to any third party; and (f) the Candidate Data complies with these Terms. For purposes of clarity, we take no responsibility and assume no liability for any Candidate Data, and you will be solely responsible for your Candidate Data and the consequences of sharing it under these Terms.
  6. OUR PROPRIETARY RIGHTS
    1. Our Intellectual Property. We and our licensors have and retain all rights, titles, and interests, including all intellectual property rights, in and to our Services and related to our technology, templates, formats, and dashboards, including any modifications or improvements thereto, made by you or us. Your use of the Services will not create or grant you any rights in or to the Services.
    2. Brand Features. Except for third party marks, as between you and us, all names, trademarks, service marks, certification marks, symbols, icons, slogans, or logos appearing on the Services are proprietary to us or our affiliates, licensors, or suppliers (“Brand Features”). Use or misuse of the Brand Features is expressly prohibited. Unless otherwise expressly authorized by us in writing, you may not copy or use any Brand Features.
    3. Feedback. From time to time, you may choose to submit, or we may request that you submit on a voluntary basis, comments, questions, ideas, suggestions, or other feedback relating to the Services to us (“Feedback”). We may in connection with any of our products or services freely use, copy, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise. No Feedback will be considered your confidential information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.
  7. TERMINATION
    1. Suspension or Termination by Us. Without limiting any other remedies, we may suspend or terminate your Account or your access to the Services (or any portion thereof), at any time, with or without notice to you, if we suspect that you are not compliant with these Terms. In the event of termination, you will have no further access to your Account or anything within the Services associated with it, and we are under no obligation to compensate you for any such losses or results. If we terminate your Account, you may not create a new Account or access the Services except with our express permission.
    2. Termination by You. You may cancel and terminate your Subscription at any time by contacting us. If at the date of termination of your Account, there are any outstanding payments owing by you to us, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
    3. ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION
    4. Accuracy of Information. All website content, materials, and information are provided on an “as is” basis. We are not responsible if information made available through the Services is not accurate, complete, or current. The information on this website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this website is at your own risk.
    5. Modification of Information. We reserve the right to modify or remove any website content, materials, or information at any time. We cannot and do not review all communications made available on or through the Services, but, although not obligated to, may review, verify, make changes to, or remove any content, materials, or information, including information submitted in connection with the Services or other features at any time, with or without notice to you, in our sole discretion.
  8. REMEDIES AND LIMITATIONS
    1. Third Party Applications. The Services are integrated with, or may otherwise interact with, certain third-party applications, websites, devices, tools, and services to make the Services available to you (“Third Party Applications”). These Third Party Applications may have their own terms and conditions of use and privacy policies, and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third Party Applications or for any transaction you may enter into with the provider of any such Third Party Applications. We do not warrant the compatibility or continuing compatibility of the Third Party Applications with the Services.
    2. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES AND ANY OTHER INFORMATION OR MATERIALS ON, IN, OR MADE AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE AND OUR SUPPLIERS AND LICENSORS MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE AND OUR SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS OR BE SUITABLE FOR ANY PARTICULAR PURPOSE; (B) WILL BE RELIABLE, ACCURATE, AUTHENTIC, CURRENT, OR COMPLETE; (C) WILL OPERATE AND BE AVAILABLE WITHOUT INTERRUPTIONS; OR (D) WILL BE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS.
    3. No Professional Advice. We do not give professional advice. Unless specifically included with the Services, we are not in the business of providing legal, financial, accounting, tax, health care, real estate, or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
    4. Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless us and our directors, employees, officers, advisors, contractors, and agents (“Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, incurred by any of the Indemnitees, arising out of: (a) your breach of these Terms or the policies they incorporate by reference; (b) your violation of any applicable laws or the rights of a third party; (c) any Candidate Data or any other user content that you post, contribute, or otherwise submit on or through the Service; (d) any activity that you engage on or through the Services.
    5. No Indirect Damages. To the maximum extent permitted by law, in no event will we or our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers, or licensors be liable for: (a) any indirect, consequential, incidental, exemplary, punitive, or special damages; or (b) for any damages, whether direct, indirect, consequential, incidental, exemplary, punitive, or special, characterized as lost revenue, lost savings or revenue, or lost profits, whether based on contract, tort (including negligence), or other legal or equitable basis, including without limitation damages for harm to business, loss of information or data, loss of goodwill, or other economic loss.
    6. Our Limitation of Liability. OUR MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AS A RESULT OF A BREACH OF WARRANTY, STRICT LIABILITY, INDEMNITY, OR UNDER ANY OTHER THEORY OF LIABILITY WHATSOEVER, WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE LESSER OF: (A) THE AMOUNT PAID BY YOU, IF APPLICABLE, FOR THE SERVICES IN THE MONTH IMMEDIATELY PRECEDING THE DATE OF THE ACT, OMISSION, OR CIRCUMSTANCE GIVING RISE TO THE LIABILITY HEREUNDER; AND (B) USD $100.
    7. Remedies Available to Us. You acknowledge and agree that the use of the Services in violation of these Terms could cause irreparable harm to us and that in the event of such unauthorized use, we are entitled to an injunction in addition to any other remedies available at law or in equity.
  9. GENERAL
    1. Linking to the Website. We permit links to the homepage of the website, provided that any references and links to the website are fair, legal, and would not reasonably be deemed to damage or take advantage of our reputation. You may not link to the website in a way that suggests or indicates any affiliation, association, or approval between you and us where such affiliation, association, or approval does not exist. In addition, you must adhere to the following conditions if you link to the website: (a) you may not establish a link from any website that is not owned by you; (b) you may not cause the website or portions of the website to be displayed, or appear to be displayed, on any website; (c) you may not link to any part of the website other than the homepage; and (d) you may not take any action with respect to the website that is in violation of, or inconsistent with, any provision set out in these Terms. Where any link to the website includes the use of a Brand Feature, the goodwill in such use will accrue to our sole benefit. You agree to immediately cease linking to the website, and to remove any existing links to the website, upon notice from us. We reserve the right to withdraw our permission to link to the website or to disable any links to the website, at any time, without notice, at our sole discretion.
    2. Communications. We may be required by law or at your request to send you communications about the Services. You agree that we may send these communications to you via email or by posting them on our website.
    3. Arbitration. Any and all disputes arising out of your use of the Services will be referred to and finally settled by private and confidential binding arbitration before a single arbitrator held in Toronto, Ontario in English and governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as amended, replaced, or re-enacted from time to time. The arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party.
    4. Governing Law. These Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. You consent and attorn to the exclusive jurisdiction of the courts located in the City of Toronto in the Province of Ontario.
    5. Waiver of Class Action. By using the Services, you agree to resolve any claim or dispute arising between you and us on an individual basis, rather than addressing such claim or dispute as part of a group or class. You hereby waive any right you may have to commence or participate in any class action lawsuit commenced against us related to any claim, dispute, or controversy arising from your use of the Services. Where applicable, you hereby agree to opt-out of any class proceeding against us otherwise commenced. The foregoing waiver will not apply to claims or disputes arising under consumer protection legislation or any other claim or dispute where a waiver of class action lawsuits is unenforceable at law.
    6. Severability. In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision will nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion will be deemed to be severed from these Terms, all without affecting the validity and enforceability of any other remaining provisions.
    7. Waiver. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
    8. Entire Agreement. These Terms as modified from time to time, and any policies or operating rules posted by us on this website, constitute the entire agreement and understanding between you and us and governs your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of these Terms).
    9. Contact Information. Questions about these Terms should be sent to us at info@hiretofu.com.
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