CLIENT AGREEMENT FOR THETA SMART CORPORATE SOLUTIONS

This Terms of Use Independent Contractor Services Agreement (“Terms of Use” or “Agreement”) between Theta Smart Corporate Solutions/Credit Canada Approvals Inc. (“Theta Smart Corporate Solutions”, “we,” “us,” or the “Company”) and you. This Agreement governs your use of this software platform. If you do not agree to this user Agreement, then you are not authorized to use this software platform. Your use of the software platform constitutes your agreement and intent to be bound by this agreement.  The person agreeing to this agreement represents and warrants that (a) they are authorized to enter into this agreement on behalf of the party, entity, or organization using the software platform; and (b) they are at least the legally required age to enter into and be bound by contracts in the jurisdiction in which they reside, or are not be under 19 years of age. 

 

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE THAT IMPACTS HOW DISPUTES ARE RESOLVED.

 

The Company has developed a software platform known as “Theta Smart Corporate Solutions” that connects independent contractors (“Gig Workers” or “you” or “Contractor”) with businesses in the hospitality industry that may require the services on a temporary basis of Contractors (terms defined below). YOU ACKNOWLEDGE AND AGREE THAT YOU ARE A “CONTRACTOR” FOR PURPOSES OF THIS AGREEMENT AND AGREE TO BE BOUND TO ALL THE TERMS APPLICABLE TO A CONTRACTOR. YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS A TECHNOLOGY SERVICES PROVIDER THAT DOES NOT PROVIDE STAFFING SERVICES AND DOES NOT EMPLOY YOU.

  1. Definitions.

Unless the context requires otherwise, capitalized terms in this Agreement will have the following meanings:

1.1 “Agreement” means the entire agreement between Theta Smart Corporate Solutions and the Contractor for the provision of the Services, includes this user agreement, and incorporates the Privacy Policy and all other policies, as updated from time to time.

1.2 “Applicable Law” means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the Services and the relevant User’s use of the Services, including all privacy laws, laws for the protection of Personal Information, and Regulation (EU) 2016/679 (General Data Protection Regulation), to the extent applicable to the relevant User.

1.3 “Gig” means some sort of service, labour, or engagement requested by a Client to be performed by a Gig worker as an independent contractor for a certain fee.

1.4 “Intellectual Property” means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.

1.5 “Intellectual Property Rights” means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.

1.6 “Personal Information” means any non-public information relating to an identified or identifiable natural person.  An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. 

1.7 “Gig Workers” includes: (i) a user of the Service who performs work for a Client; or (ii) a user of the Service who signs up, applies, or makes and accounts for the Services with the intent to work a Gig.

1.8 “Services” means: i) Theta Smart Corporate Solutions software platform currently described as “Theta Smart Corporate Solutions”, which connects Clients seeking Gig workers to fulfill a short term independent contractor position, and connects Gig workers seeking a short term independent contractor positions with Clients, while handling payment transactions; (ii) any updates, upgrades, patches, technology, material, modifications, bug fixes, enhancements, data, features, related website, related technologies, and contents related to the forgoing, as it may be added or removed by Theta Smart Corporate Solutions from time to time and including all written information, documentation, and materials in respect of same; and iii) any software, materials or content made available in connection with the Services.

1.9 “User” means a person using the Services and includes the person, entity, or organization having control of the use of the Services and any successor of same, such as Clients and Gig workers whether or not they have accepted a Gig.

  1. Gig Contract.

If a contractor and a Client mutually agree to a Gig, then a binding contract is formed directly between such Users (each a “Gig Contract”). Each Gig Contract includes the following terms:

2.1 All terms proposed and accepted via the Services with respect to the relevant Gig, and any other contractual terms accepted by both the Pro and their Client, provided that such terms do not conflict with the terms in this Agreement;

2.2 Theta Smart Corporate Solutions is not liable for any acts or omissions of the Client or contractor (including the failure to perform the Gig Contract);

2.3 The Client will pay the Contractor Fee to Theta Smart Corporate Solutions, and Theta Smart Corporate Solutions will forward the Contractor Fee to the contractor, less any deductions as set out in this Agreement;

2.4 The contractor and Client agree that Theta Smart Corporate Solutions’s role with respect to the Gig Contract was to facilitate an introduction and provide payment transaction services by collecting the Contractor Fee from the Client and paying the Gig worker its portion of the Contractor Fee, less the Engagement Fee; however any tips or gratuities may be settled directly between the contractor and Client;

2.5 The Gig worker is an independent contractor of the Client, and is free to perform competitive work for other persons;

2.6 The Gig worker and the Client will use commercially reasonable efforts to fulfill the commitments made to each other;

2.7 The Gig worker may not delegate or assign a Gig without the consent of the Client; and

2.8 In the event of a dispute among the Client and Gig worker, such parties will first notify Theta Smart Corporate Solutions and permit Theta Smart Corporate Solutions to attempt to mediate or otherwise informally resolve the dispute, in good faith, before filing any claim or lawsuit. 

  1. Permanent Hire of Agency Workers. In the event that the customer desires to hire or otherwise engage a Theta Smart Corporate Solutions Gig worker during the Term on a full-time employee basis, the customer will notify Theta Smart Corporate Solutions directly. The Customer will also be billed, and agrees to pay a sum based on the number of hours completed by that Theta Smart Corporate Solutions Professional set forth here:

–       Number of hours worked: 0-250; Hiring Fee $3,000

–       Number of hours worked: 200-600; Hiring Fee $1,500

–       Number of hours worked; >600; Hiring Fee $0

  1. Relationship of Users and Theta Smart Corporate Solutions. Gig workers are independent contractors of Clients and are not employees, partners, joint ventures, agents, independent contractors, representatives, or affiliates of Theta Smart Corporate Solutions. Users acknowledge that Theta Smart Corporate Solutions (a) does not have control or direction over any work over a Gig worker; and (b) does not supply any tools or equipment for a Gig worker. No User may represent itself as having any authority to act for or on behalf of Theta Smart Corporate Solutions, except as expressly provided in the Agreement.
  2. Verifications. Theta Smart Corporate Solutions may, in its sole discretion, but it is not obligated to, vet or investigate Users for things such as creditworthiness, relevant criminal history, and to verify User identity, experience, and credentials (collectively, “Verifications”). Each User hereby consents to any such Verifications, agrees that the Verifications are necessary and related to the provision of the Services, and agrees that a User may be denied use of the Services based on the results of Verifications. Theta Smart Corporate Solutions does not guarantee the completeness or correctness of any Verifications.
  3. Use and License. Theta Smart Corporate Solutions may terminate any User’s use of the Services at any time, and for any reason, without notice or compensation. A User may not use the Services as a service for any third party with the expectation of gain or reward. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, disclose, sell, lease, sublicense or otherwise distribute, transfer or dispose of the Services, in whole or in part, is granted except as expressly provided by this Agreement. Nothing in this Agreement will entitle a User to access or use the source code of the Services. Each User grants Theta Smart Corporate Solutions a free, worldwide, irrevocable, license to publicly display, process, save, modify, commercialize, transfer, and sublicense, all data, including images that a User inputs or uploads into the Services and each User waives any associated Intellectual Property Rights.
  4. User Responsibilities. Each User is responsible for all of its use of the Services. Each User will, and represents and warrants that it will:

7.1 Act in good faith, professionally, and responsibly in its interactions and dealings with other Users;

7.2 Fulfill the commitments it makes to other Users;

7.3 Comply with all Applicable Law;

7.4 Take reasonable actions to prevent unauthorized access to, or use of, the Services, and notify Theta Smart Corporate Solutions promptly of any such unauthorized access or use (Theta Smart Corporate Solutions is not be liable for any loss or damage arising from unauthorized access to, or use of, the Services from any User’s account);

7.5 Not use the Services to engage in any journalistic, deceptive, misleading, illegal or unethical activities or activities that otherwise may be detrimental to Theta Smart Corporate Solutions, as determined in Theta Smart Corporate Solutions’s sole discretion;

7.6 Not collect, use, or disclose any Personal Information in connection with the Services, unless such User has obtained all necessary consents under all Applicable Law to do so;

7.7 Not attempt to gain unauthorized access to the Services;

7.8 Not modify, copy, create derivative works from, reverse engineer, decompile or disassemble the Services;

7.9 Not upload to, or store within, the Services (and Personal Information will not contain) any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights, as determined in Theta Smart Corporate Solutions sole discretion;

7.10 Not use the Services to store or transmit any viruses or other computer programming routines or code that may damage or detrimentally interfere with the Services or any data maintained on or in connect with the Services; and

7.11 Be solely responsible for (a) all hardware devices needed to access or use the Services; and (b) internet access to such devices.

  1. Confidentiality.

8.1 “Confidential Information” means any information that is of a confidential nature that is disclosed by one User or Theta Smart Corporate Solutions) through the Services of in connection with a Gig (the “Disclosing Party“) to a different User (the “Receiving Party”), including, but not limited to the Disclosing Party’s business information and Personal Information. 

8.2 Confidential Information does not include any information that is disclosed by one party to another party if that information:

8.2.1 Is at the time of disclosure in the possession of the Receiving Party and was obtained without an obligation of confidence;

8.2.2 Is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information;

8.2.3 Is or becomes publicly available without breach of any obligation of confidence;

8.2.4 Is acquired by the Receiving Party from a third party who provided the information without breaking any express or implied obligations or duties to the Disclosing Party; or

8.2.5 Is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party’s prior written consent.

8.3 The Receiving Party will take all reasonable precautions necessary to safeguard the confidentiality of the Confidential Information. The Receiving Party will not make any unauthorized use of the Confidential Information or disclose, in whole or in part, any part of the Confidential Information to any individual or entity, except as reasonably necessary for the Services or to perform a Gig. The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable damage to the Disclosing Party. In all cases, the Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall the Receiving Party use less than a reasonable degree of care.

  1. Contractor Classification. The Client assumes all liability for the proper classification of each Gig worker it uses for a Gig as an independent contractor or otherwise. Theta Smart Corporate Solutions will not deduct any amount for withholding, unemployment/employment insurance, Canadian Pension Plan, Social Security, or other taxes or charges as it would in the case of an employee. Each Gig worker and Client will be solely responsible for all tax returns and payments required to be filed with or made to pursuant to Applicable Law.
  2. Promos. Theta Smart Corporate Solutions may, in its sole discretion, create promotional codes, gift cards, and other benefits that may be redeemed for credit, or have other perks, for Users, and all Clients and Gig workers will reasonably honour such benefits provided it does not materially prejudice such party.
  3. Third Party Developers. The Services may include features that connect Users to third party applications (“Third Party Applications“) developed by third parties (“Third Party Developer“), such as payment processors or email relays. Users agree that: (a) Theta Smart Corporate Solutions is not such Third Party Developer and is not an affiliate of such Third Party Developer; and (b) Theta Smart Corporate Solutions makes no representations or warranties regarding any Third Party Developer, Third Party Application, or their use of data, to anyone, express, implied or statutory (the Theta Smart Corporate Solutions disclaims all such warranties of design, operation, or fitness for any use or purpose). No representation or warranty by any Third Party Developer is binding on any Theta Smart Corporate Solutions Associates nor will breach of such representation or warranty relieve a User of its obligations to Theta Smart Corporate Solutions. Third Party Developers may require a User to enter into license agreements or pay fees for the use of their Third Party Applications, which, unless expressly set out herein, are not included in the Fees.
  4. Indemnification. 

11.1 If a contractor is deemed to be an employee of a Client or Theta Smart Corporate Solutions as a result of a Gig,  the Client agrees to INDEMNIFY, HOLD HARMLESS, AND DEFEND Theta Smart Corporate Solutions from any and all claims arising out of or related to such Gig,  including those claims relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

11.2 Each User will DEFEND, INDEMNIFY, AND HOLD HARMLESS Theta Smart Corporate Solutions and its directors, shareholders, officers, agents, employees, parents, subsidiaries, and affiliates (collectively the “Theta Smart Corporate Solutions Associates”) against any loss, damage, or cost incurred in connection with any claim, demand, damage or loss, including legal fees on a solicitor-client basis, alleging that such User’s use of the Services has harmed a third party, infringes upon the privacy rights of a third party, is in violation or alleged violation of any Applicable Laws, or arises out of that User’s breach of this Agreement.

  1. Insurance. Theta Smart Corporate Solutions is not responsible for any insurance coverage of a Gig worker or Client. The Client agrees that a Gig worker is not covered by any of Theta Smart Corporate Solutions’s workers’ compensation insurance or any other sort of insurance or coverage. Theta Smart Corporate Solutions has no commitment to defend or indemnify the Client in any circumstances.
  2. Outage Policy. EACH USER ACKNOWLEDGES THAT THE Theta Smart Corporate Solutions ASSOCIATES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THAT Theta Smart Corporate Solutions MAY OCCASIONALLY EXPERIENCE DISRUPTION DUE TO INTERNET DISRUPTIONS OR DISRUPTIONS THAT ARE NOT WITHIN Theta Smart Corporate Solutions CONTROL. ANY SUCH DISRUPTION WILL NOT BE CONSIDERED A BREACH OF THIS AGREEMENT BY Theta Smart Corporate Solutions.
  3. Ownership. All Intellectual Property Rights in the Services or made available or disclosed to Users in the provision of the Services remain the exclusive property of the Theta Smart Corporate Solutions Associates (as the case may be) and except for the limited license to use the Intellectual Property as part of the Users use of the Services in accordance with this Agreement, no right, title, or interest is granted in the Intellectual Property to a User. The Theta Smart Corporate Solutions Associates (as the case may be) own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even when such refinements and improvements result from a User’s data, requests, or comments. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Theta Smart Corporate Solutions (or is designee) by virtue of this Agreement or otherwise, such User hereby transfers and assigns to Theta Smart Corporate Solutions all rights, title, and interest which that User may have to such refinements and improvements without compensation.
  4. Termination. In the event a User breaches this Agreement, Theta Smart Corporate Solutions may cease providing the Services to that User without notice or refund of any Fees. Theta Smart Corporate Solutions may terminate the Services at any time.
  5. Limitation of Liability and Disclaimers. 

16.1 EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN: (1) THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; AND (2) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE THETA SMART CORPORATE SOLUTIONS ASSOCIATES EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. EACH USER AGREES THAT ITS USE OF THE SERVICES IS AT ITS OWN RISK.

16.2 NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY ANY THETA SMART CORPORATE SOLUTIONS ASSOCIATES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL BE DEEMED TO BE A WARRANTY BY THETA SMART CORPORATE SOLUTIONS FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF THETA SMART CORPORATE SOLUTIONS ASSOCIATES WHATSOEVER. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH USER SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE.

16.3 UNDER NO CIRCUMSTANCES WILL THETA SMART CORPORATE SOLUTIONS ASSOCIATES BE LIABLE TO ANY USER FOR ANY DAMAGES OR LOSSES WHATSOEVER INCLUDING DIRECT, INDIRECT, SPECIAL DAMAGES, LOSS OF MONEY, LOSS OF REPUTATION OR GOODWILL, LOSS OF DATA, OR ANYTHING ELSE DIRECTLY OR INDIRECTLY RELATED TO THE SERVICES OR THIS AGREEMENT. IF, FOR SOME REASON, DESPITE THIS AGREEMENT, ANY OF THE THETA SMART CORPORATE SOLUTIONS ASSOCIATES ARE FOUND TO BE LIABLE TO A USER IN ANY WAY, THEN THE THETA SMART CORPORATE SOLUTIONS ASSOCIATES’ TOTAL LIABILITY WILL BE LIMITED TO THE AMOUNT OF FEES THAT SUCH USER PAID TO THETA SMART CORPORATE SOLUTIONS IN THE YEAR IN WHICH THE CLAIM AROSE, OR $50, WHICHEVER IS LESSER. EACH USER RELEASES ALL THETA SMART CORPORATE SOLUTIONS ASSOCIATES FROM ANY LIABILITY OR DAMAGES WHATSOEVER WITH RESPECT TO ANY DISPUTE A USER MAY HAVE WITH ANOTHER USER OF THE SERVICES. 

  1. Changes. Theta Smart Corporate Solutions reserves the right to modify this Agreement at any time, which will supersede prior versions. Unless otherwise provided, any modifications will be effective 7 days after such modified Agreement has been published on or through the Services. In the event of material changes to this Agreement, Theta Smart Corporate Solutions will provide notice Users either through the Services, by way of an electronic (including e-mail or SMS) notification, or by other reasonable means prior to the effective date of such material changes, and should a User elect not to agree to such material changes, that User’s sole remedy will be to cease using the Services. Continued use of the Services is deemed as acceptance of any changes to this Agreement. 
  2. Miscellaneous.

19.1 Proper Law. This Agreement will be governed by and construed in accordance with the laws of the province of British Columbia and the parties agree to attorn to the exclusive jurisdiction of British Columbia.

19.2 Arbitration. All disputes arising out of or in connection with the Agreement or the Services will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. If this arbitration clause is found to not apply to a User as a result of Applicable Law (or is otherwise unenforceable), then any such disputes must be commenced in the Supreme Court of British Columbia in Vancouver, without regard to conflict of laws or laws regarding choice of law or forum.

19.3 Headings. The headings used in the Agreement are for convenience and reference only and will not affect the construction or interpretation of this Agreement.

19.4 Assignment. This Agreement may not be transferred or assigned by a User without the prior written consent of the Theta Smart Corporate Solutions, which may not be reasonably withheld. Theta Smart Corporate Solutions may assign this all or any part of this Agreement, without Users consent, advance notice, or compensation.  

19.5 Notice. Any notice or communication from one party to the other required or permitted to be given pursuant to this Agreement will be in writing and either personally delivered, sent by postal service, sent via courier (with evidence of delivery in any case), or electronic means. All notices will be in English and will be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which will be deemed to have been received the day after such notices are sent. All notices to Theta Smart Corporate Solutions will be copied to Attention: legal at Thetasmartcorpo@gmail.com. Notwithstanding the forgoing, Theta Smart Corporate Solutions may send any notices or communication to any User via the Service or by email or SMS that such User has on file with Theta Smart Corporate Solutions.  

19.6 Force Majeure. Neither party will be deemed in default for any circumstances out of its control, such as a natural disaster or civil disturbance.

19.7 Waiver. Any waiver to any right under this Agreement is not a waiver of future breach or a granting of future indulgence.  

19.8 Gender, Plural and Singular. In the Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, “or” is not exclusive” and “including” is not limiting, whether or not such non-limiting language (such as “without limitation” or “but not limited to”) is used with reference to it, and modifications to the provisions of the Agreement may be made accordingly as the context requires.

19.9 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter herein. This Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein.

19.10 U.N. Convention. The parties agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement and will not apply to any purchase order issued in connection herewith.

GENERAL TERMS APPLICABLE TO ALL USERS OF OUR SERVICES

You acknowledge that Theta Smart Corporate Solutions does not and cannot control the behavior of the users of our Services, including Workers and Businesses. We do our best to make sure that all users of our Services comply with these Terms, but we aren’t responsible if they do not.

Theta Smart Corporate Solutions’s Services include a communications platform and we do not edit the communications that flow through the Services. Theta Smart Corporate Solutions provides a platform that acts as a passive conduit for receipt of information that you provide or solicit. As a result, we aren’t responsible for their accuracy or completeness of such communications or information. We sometimes reformat how communications are displayed through the Services, and if we make a mistake in such reformatting, we are responsible for that.

You acknowledge further that the engagement of a Worker to perform a job (in the case of a Business) or the performance of a job for a Business (in the case of a Worker) creates a direct business relationship between Business and Worker. Once services have been rendered by a Worker, Theta Smart Corporate Solutions facilitates payment of applicable fees by the Business to the Worker. Businesses and Workers retain the right to negotiate such fees at the time services are provided, and Theta Smart Corporate Solutions will coordinate with a Worker to modify fees accordingly.

Our Right to Terminate Your Access and Use

Theta Smart Corporate Solutions may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

User Content

The Services may permit you to submit, upload, publish or otherwise make available to Theta Smart Corporate Solutions through the Services textual, audio, and/or visual content and information, including Worker or Business profiles, commentary and feedback related to the Services and other users, initiation of Services-related or support requests, and submission of entries for promotions (“User Content”). You have choices about your User Content, including the information you include on your profile, such as (but not limited to) your background, education, work experience, skills, photograph(s) and/or location, and such User Content helps you to get more from our Services, including matching you to opportunities. It’s your choice whether to include sensitive information or User Content on your profile. Please do not post or add personal data to your profile that you would not want to be publicly available. Any User Content provided by you remains your property. However, by providing User Content to Theta Smart Corporate Solutions, you grant Theta Smart Corporate Solutions a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Theta Smart Corporate Solutions’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

The Services also allow you to communicate with other users. We cannot guarantee the accuracy, quality or integrity of information exchanged by users (including information exchanged or provided by Workers, Businesses or References) on or through the Services. We are not liable for any content, delays, errors, omissions, loss or damage incurred as a result of your use of our Services, including from or based on your communications with other users (including Workers, Businesses and References). Under no circumstances will Theta Smart Corporate Solutions be liable for denial of access to any content in our Services. Theta Smart Corporate Solutions is not responsible for incomplete, lost, late, undelivered or misdirected messages between users of our Services (including between Workers, Businesses and References). Theta Smart Corporate Solutions has the right to monitor all content (including User Content) and information exchanged through the Services, however we do not have any obligation to do so.

Prohibited Uses

Use of our Services in the following ways is prohibited (this is not intended to be a complete or exhaustive list, but it will give you an idea of the sorts of things that are not allowed):

  • Providing any User Content that violates any laws, infringes the rights (including the intellectual property rights) of others, is defamatory or otherwise creates liability for us;
  • Copying our Services or using our Services to enable any service that is competitive with us;
  • Posting links to any third-party websites through our Services;
  • Scraping, scanning or otherwise using our Service or any information or the meta-data associated therewith to collect or compile data about other users (including Workers or Businesses);
  • Reselling any information obtained from us or while using our Service;
  • Attempting to compromise the integrity or security of the Services in any way;
  • Decompiling, reverse engineering or disassembling the Services in any way;
  • Reproducing, modifying, preparing derivative works based upon, distributing, licensing, leasing, selling, reselling, transferring, publicly displaying, publicly performing, transmitting, streaming, broadcasting or otherwise exploiting the Services in any way except as expressly permitted by Theta Smart Corporate Solutions;
  • Accessing the Services using any automated processes (such as robots, spiders, etc.) for any reason; or
  • Harassing, defaming or discriminating against anyone or any entity for any reason.

If you are a Worker or Business, the sections applicable to Workers and Businesses below provide the limited ways in which you can use our Services. Just to make that a little clearer, you cannot use our Services in any way not permitted above or in those sections.

Truth

One important rule is that you cannot misrepresent yourself in any way on our Service (whether you are a Worker, Business, Reference or otherwise). You must use your real name and all the information you give us must be truthful and honest at all times. We do not verify the accuracy or completeness of any information submitted to or through our Services, and thus we cannot guarantee the identity of the other users you may communicate with. Any User Content or information transmitted through the Services is the sole responsibility of the user from which such User Content or information originated, and Theta Smart Corporate Solutions is not liable for any omissions or errors. We also do not guarantee the authenticity of the data that users provide about themselves or relationships they may describe. If you see any information about you that is inaccurate, you must report it to Theta Smart Corporate Solutions, and can do so by contacting us at contact@Theta Smart Corporate Solutionsjobs.com.

 

DISCLAIMER OF WARRANTY

EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SERVICES AND ALL CONTENT, MATERIALS, INFORMATION, PRODUCTS AND RELATED SERVICES PROVIDED ON OR THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT: (A) OUR SERVICES WILL MEET YOUR REQUIREMENTS; (B) OUR SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY SERVICES OR INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU FROM US WILL MEET YOUR EXPECTATIONS.

LIMITATION OF LIABILITY

YOU AGREE THAT OUR LIABILITY TO YOU FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE GREATER OF TWO HUNDRED DOLLARS ($200) OR THE ACTUAL AMOUNT OF MONEY RECEIVED BY US FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE DATE OF YOUR CLAIM AGAINST US. YOU AGREE THAT NEITHER WE NOR ANY OF OUR PARTNERS, AGENTS, AFFILIATES, OFFICES, DIRECTORS, REPRESENTATIVES, EMPLOYEES, THIRD PARTY PROVIDERS OR CONTENT PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO THE RESULTS OF YOUR USE OF THE SERVICES HOWEVER ARISING, WHETHER FOR BREACH OR IN TORT, EVEN IF WE WERE INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to defend, indemnify and hold Theta Smart Corporate Solutions and its partners, agents, affiliates, officers, directors, representatives, employees, third party providers and content providers harmless from and against any and all liabilities, claims, demands, losses, liabilities, costs and expenses, including attorneys’ fees, that arise out of or in connection with: (i) your use of the Services; (ii) your breach or violation of these Terms; (iii) your User Content and Theta Smart Corporate Solutions’s use of your User Content; or (iv) your violation of the rights of any third party, including third party providers.

 

Theta Smart Corporate Solutions Communications, Text Messaging and Telephone Calls

In order to provide our Services and help you to be successful on Theta Smart Corporate Solutions, we and others working on our behalf may need to communicate with you by telephone, email, short message service or text message (the “Alert Service”), or through notifications in our mobile applications (collectively, “Communications”).Most of these Communications will relate to your activity on Theta Smart Corporate Solutions (e.g., booking job interviews, being notified about gigs you are a match for, or identifying Workers for permanent or temporary positions), but some may be for other reasons.By using the Services (including our websites and mobile applications), you agree to receive Communications from us and our partners and affiliates, and you agree that Theta Smart Corporate Solutions and its partners and affiliates may contact you by telephone or text message (including by an automatic telephone dialing system) at any of the phone numbers (including wireless numbers) provided to us by you or on your behalf, including for marketing purposes, even if that number is registered on a federal or state do-not-call list. You understand that you are not required to provide this consent as a condition of providing or purchasing any services.

By providing your phone number and subscribing to our Alert Service, you:

(i) warrant that you are authorized to (a) enroll your designated mobile phone number in the Alert Service, and (b) incur any mobile message or data charges that may be incurred by participating in the Alert Service;

(ii) agree to accept and receive communications via phone call or text message to your mobile device at the mobile phone number you provided to us;

(iii) agree that you are responsible for managing the types of calls or texts you receive;

(iv) you acknowledge and agree that you are responsible for any charges from your mobile carrier; and

(v) Acknowledge and agree that general communications may be provided through automatic telephone dialing technology, an artificial voice or a pre-recorded voice.

You may request to stop receiving Communications from us at any time by contacting our support team at contac@Theta Smart Corporate Solutionsjobs.com. It may take a few days for us to process your request.

The Services also permit other users and Businesses to contact you or provide you notifications on their own behalf via telephone, email, short message service or text message. You agree to receive notifications from Businesses, Workers, References, and others at any of the numbers (including wireless numbers) you have provided to us through any means authorized under these Terms, including phone calls and text messages that use automatic dialing technology or an automatic telephone dialing system, or artificial voice or pre-recorded voice, even if that number is registered on a federal or state do-not-call list.

The Services also permit Workers to identify References and provide telephone numbers and other contact information for References. You agree that, if you provide us with such information, you have (i) obtained the References permission to share his, her, or its contact information with us and any Business from which you are seeking a temporary job (including a gig) or permanent job; and (ii) the Reference’s consent for us, our partners and affiliates, and any Business from which you are seeking a temporary job (including a gig) or permanent job to communicate with the Reference by any means, including phone call or text message, about a reference for you at the phone number or other contact source you provide for the Reference.

Intellectual Property Rights

We retain all rights and ownership in and to the Services (including all intellectual property rights therein), except as otherwise expressly provided herein. We always appreciate suggestions for enhancements and new features and functionality in our Services (“Ideas”), but if you communicate those Ideas to us in any way, you hereby give ownership of and assign those Ideas to us completely and we can do what we like with them without owing you anything.

Notice of Any Claimed Copyright Infringement (Digital Millennium Copyright Act Information)

We respect the intellectual property of others. If you think any content posted on our website or through our Services infringes your rights, please contact us at contact at ThetaSmartCorp@gmail.com Attention: Copyright Agent.

Please send the following information:

  • A description of the copyrighted work that you claim has been infringed, including where on any of our platforms the material is located. Include enough information to allow us to locate the material, and explain why you think an infringement has taken place;
  • A description of the location where the original or an authorized copy of the copyrighted material exists (for example, the URL where it is posted);
  • Your address, telephone number and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
  • A statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
  • An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Disputes, Governing Law and Venue

These Terms and any claim, cause of action, dispute or proceeding (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the Province of British Columbia regardless of your country of origin or where you access the Services, and notwithstanding any conflicts of law principles. Subject to the arbitration terms and conditions set forth below, you agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES (INCLUDING YOUR USE OF AND ACCESS TO Theta Smart Corporate Solutions’s MOBILE APPLICATIONS AND WEBSITES) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s intellectual property rights, or you have otherwise violated any of your use and access restrictions above, in which case the parties acknowledge and agree that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.

Arbitration

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

  1. Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Theta Smart Corporate Solutions, whether arising out of or relating to these Terms (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Theta Smart Corporate Solutions are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this Arbitration Agreement.

  1. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

  1. Pre-Arbitration Dispute Resolution

Theta Smart Corporate Solutions is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at thetasmartcorp@gmail.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Theta Smart Corporate Solutions at thetasmartcorp@gmail.com Attention: Legal (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Theta Smart Corporate Solutions and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Theta Smart Corporate Solutions may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Theta Smart Corporate Solutions or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Theta Smart Corporate Solutions is entitled.

  1. Arbitration Procedures

You agree that any arbitration will be administered by JAMS, Inc. (“JAMS”) under its Comprehensive Arbitration Rules and Procedures then in effect for JAMS (“JAMS Rules”), or as otherwise mutually agreed by you and us. You agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication, motions to dismiss and demurrers, prior to any arbitration hearing. However, the arbitrator shall not have the authority to decide issues of arbitrability or enforceability of this arbitration provision. Notwithstanding any contrary terms in the JAMS rules, the arbitrator will not have the authority to determine whether this Arbitration Agreement or any portion of it is enforceable, revocable or valid, the arbitrability of disputes, or whether claims may be arbitrated on a class, collective, or representative basis. The arbitrator shall have no authority to consolidate claims of different individuals in one proceeding, consider or resolve any claim or issue any relief on a class, collective, or representative basis. Notwithstanding any other part of this agreement, the validity and effect of this class, collective, consolidated, and representative action waiver must be determined only by a court and not by an arbitrator. You also agree that the arbitrator shall have the power to award any remedies available under applicable law, and that the arbitrator shall award attorneys’ fees and costs to the prevailing party, except as prohibited by law. You understand that Theta Smart Corporate Solutions will pay for any administrative or hearing fees charged by the arbitrator or JAMS except that you shall pay any filing fees associated with any arbitration that you initiate, but only so much of the filing fees as you would have instead paid had you filed a complaint in a court of law. You agree that the arbitrator shall administer and conduct any arbitration in accordance with British Columbia law, including the British Columbia Code of Civil Procedure. I agree that this Agreement and its validity, construction, and performance shall be governed by the FAA and cases decided thereunder and, to the extent relevant, the laws of the State of British Columbia. Further, the terms and procedures governing the enforcement of this Agreement shall be governed by and construed and enforced in accordance with the FAA, and not individual state laws regarding enforcement of arbitration agreements. You agree that the decision of the arbitrator shall be in writing. Unless Theta Smart Corporate Solutions and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. The arbitrator’s decision regarding the claims shall be final and binding upon the parties and shall be enforceable in any court having jurisdiction thereof.

  1. Remedy

Except as provided by the FAA and this Agreement, arbitration shall be the sole, exclusive, and final remedy for any dispute between you and Theta Smart Corporate Solutions. Accordingly, except as provided for by the FAA and this Agreement, neither you nor Theta Smart Corporate Solutions will be permitted to pursue court action regarding claims that are subject to arbitration.

  1. Voluntary Nature of Agreement

You acknowledge and agree that you are executing this Agreement voluntarily and without any duress or undue influence by Theta Smart Corporate Solutions or anyone else. You further acknowledge and agree that you have carefully read this Agreement and that you have asked any questions needed for you to understand the terms, consequences, and binding effect of this Agreement and fully understand it, including that you are waiving your right to a jury trial. Finally, you agree that you have been provided an opportunity to seek the advice of any attorney of your choice before signing this Agreement.

  1. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

Confidentiality

You recognize and acknowledge that, by virtue of using our Services, you may have access to certain information of Theta Smart Corporate Solutions or other users, including Workers and Businesses, that is confidential and constitutes valuable, special and unique property of another party. You agree that you will not at any time disclose to others or use, copy or permit to be copied, without that other party’s express prior written consent, any confidential or proprietary information of the other party, including, but not limited to (as applicable), information about the identity of Workers or their qualifications or other characteristics.

Notice

Theta Smart Corporate Solutions may give any notice under or required by these Terms by means of a general notice on or through the Services, email to your email address on record with Theta Smart Corporate Solutions, or by written communication sent by first class mail or pre-paid post to your address on record with Theta Smart Corporate Solutions. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). You may give notice to Theta Smart Corporate Solutions, by sending an email at thetasmartcorp@gmail.com.

Miscellaneous Terms

If any provision in these Terms is found to be unenforceable, you agree that that provision will be eliminated or modified in the least disruptive way to preserve the intent of that provision and so that all the other Terms remain enforceable. Our failure to enforce any of these Terms does not mean we waive the right to enforce them. These Terms apply unless we have entered into a different, written agreement with you that specifically says these Terms do not apply. You agree not to share your Account or Account information (such as your username and password) with anyone. You also agree to the additional terms below applicable to the iOS and Android versions of our mobile applications. We may, from time to time, assign or transfer all or a portion of our assets to one or more third parties, and you agree to continue to be bound by these Terms, so long as the successor or assignee agrees to abide by its obligations under these Terms.