Subscription Agreement

This Subscription Agreement is a legal agreement between you on your own behalf, or on behalf of a company (“you”, “your”, “Company”) and Guhuza Inc. (“Guhuza”, “we”, “our”, “us”), regarding your access to Guhuza’s employer/employee matching site (“Application”, collectively, the “Agreement”).  Please read this Agreement before registering and accessing the Application.  If you are not willing to be bound by all the terms of this Agreement, please cancel your registration, and do not proceed to use the Application.

1. Definitions

1. “Candidate Information” means information about an individual, including e-mail address, mobile number, job title, skills and employment history.
2. “Data Set” means the reproduction, distribution, analysis, masking, aggregation, accumulation, and/or compilation, including aggregation of the Job Data to form the Data Set, together with similar data from other Guhuza customers, in a non-attributable manner, provided that it shall not contain Personal Information.
3. “Job Data” means job title, job description, skill level desired, wages, details about the number of hours per week, and any other information regarding a job opening.
4. “Personal Information” has the meaning set out in our Privacy Policy.
5. “Subscription Fee” means the fee chargeable for your access to Guhuza as indicated during the registration process.  If your monthly fee provides you an allocation of minutes, as long as you’re on a paid plan, your unused minutes will be migrated to the next month.  
6. “Third Party Applications” means functionality within Guhuza provided by our vendors, such as background checks and skills assessment.

2. Licence Grant, Restrictions & Support

1. Your access to the Application requires registration and login, and allows you to create a ‘Company Profile’, including your name, logo, etc. (“Branding”).  Once Guhuza approves you as an Employer, you will be charged the Subscription Fee.
2. The Registration process will require you to enter information about your Company, including an e-mail address and phone number.  If you want multiple people at your Company to access Guhuza, each person from your Company will have to complete the registration.
3. Once registered, you may add jobs and submit Job Data.  Guhuza will use the Job Data to match you to job seekers registered with Guhuza, also known as, Guhuzians.  
4. The Job Data you upload is owned by you.  You grant us a non-exclusive, irrevocable and sub-licensable licence to use the Job Data to provide you services, and you further grant to us a non-exclusive, perpetual, irrevocable and fully transferable and sub-licensable licence to use the Data Set pursuant to the terms of this Agreement.  
5. Guhuza grants you a limited, non-transferable, non-exclusive, revocable, licence to access and use the Application.  However, either you or Guhuza can terminate this Agreement on 60 days’ notice.  If this Agreement is terminated, you will not be entitled to a refund of your Subscription Fee.  
6. Your login details provide you access to various reports and Candidate Information, including Personal Information, which you agree to collect, use, disclose and safeguard in accordance with applicable privacy laws, including, but not limited to The Personal Information Protection and Electronic Documents Act.  Additionally, you agree not to share your log-in credentials with others.  
7. Some of the functionality and services are provided through Guhuza partners, including payment for access.  In processing your recurring payment, you authorize our retrieval of information about you from our partners and third parties, including credit reporting agencies and information bureaus, and you authorize and direct those third parties to compile and provide to us the information we request.  You acknowledge that this may include your name, addresses, credit history, and other data about you or your representatives.
8. You may use the Application only as permitted by this Agreement.  You agree not to reverse compile, disassemble, alter, add to, delete from, or modify the Application.  You may not assign, sublicense, encumber, rent, lease, loan, resell, distribute or attempt to transfer the Application or provide access to others, except as permitted by this Agreement or a signed agreement with us.  You may not use the Application, or any of its elements, to create derivative works or other works that are similar, nor shall you remove any copyright or other proprietary notices from the Application or any portion thereof, including reports or documents obtained through Third Party Applications.
9. If you encounter difficulty accessing or using the Application, please send an e-mail to info@guhuza.com.
10. In registering your Company, you grant us the right to use and display your Branding solely for purposes of marketing Guhuza’s products and services.

3. Functionality / Maintenance

1. Whilst Guhuza endeavours to keep the Application current and operational, Guhuza does not warrant the accuracy or completeness of the Application.  
2. Job Data is provided by Guhuzians and is not vetted or audited by Guhuza.  Accordingly, you acknowledge that the Application may contain inaccuracies or errors.  
3. Some functionality in Guhuza is generated by Third Party Applications.  Guhuza does not, and cannot, guarantee that the information provided by Third Party Applications is absolutely accurate, up-to-date, error-free or comprehensive in breadth or depth.
4. Guhuza may change or update the Application without notice, provided that you will be notified in advance of significant changes to the functionality.
5. Maintenance events are generally performed outside normal business hours, but emergency fixes may result in the Application being unavailable during normal business hours.

4. Company Actions

1. The Application includes functionality that allows you to enter, upload and transmit content.  To ensure the protection of other users and Guhuzians, you agree to use the Application in compliance with applicable law.  In your use of this Application, you specifically acknowledge and agree that you are strictly prohibited from taking any of the actions listed below (collectively, “Illegal Actions”):

1. loading, transmitting, distributing, or storing material or information in violation of any applicable law or regulation;
2. loading, transmitting, distributing, or storing material or information protected by copyright, trade-mark, trade secret or other intellectual property right used without proper authorization;
3. loading, transmitting, distributing, or storing material or information that is obscene, defamatory, constitutes an illegal threat, or violates export control laws;
4. using any device, software or routine to interfere or attempt to interfere with the operation or performance of the Application;
5. monitoring data or traffic on any network or system without express prior written authorization from Guhuza;
6. interfering with service to any user, host or network including, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks;
7. forging any TCP-IP packet header or any part of the header information in an e-mail;
8. sending unsolicited mail messages;
9. distributing spam, chain letters, or pyramid schemes;
10. using Candidate Information for any purpose other than for interviewing for the job posted at Guhuza, including marketing or promoting other products or services, or inviting Guhuzians to apply for job openings not posted at Guhuza;
11. taking any action that imposes, or may impose (in Guhuza’s sole discretion) an unreasonable load on Guhuza’s infrastructure;
12. accessing or using data, systems or networks to attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express prior written authorization from Guhuza;
13. facilitating any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any user's information or Guhuza’s infrastructure;
14. taking any action that may cause us to lose any of the services from its internet service providers or other suppliers; or
15. using the Application for any franchise, pyramid scheme, ‘club membership’, distributorship or sales agency arrangement, or other business endeavour requiring an up-front or periodic payment, pays commissions only, requires recruitment of other members, sub-distributors or sub-agents.

2. If we discover you have committed, or are committing, an Illegal Action or breach a warranty as set out in section 5, we may suspend or terminate your access to the Application, pursue legal action to stop or minimize the impact of your Illegal Action, and, to the extent permitted by law, you waive all of your defences against any action by Guhuza to stop or limit any Illegal Action.

5. Warranties

1. We warrant to you that:

1. we will comply with applicable laws in providing you access to the Application; and
2. we have adequate systems and procedures to ensure all Personal Information is kept confidential, and protected against unlawful intrusion by unauthorized third parties.

2. You warrant to us that:

1. you will comply with applicable laws and have the right to provide the Job Data to us for the purposes set out in this Agreement;
2. you will note post any false or misleading information, or any opportunity that violate applicable laws;
3. your organization or company is in good standing in the jurisdiction in which it operates;
4. you will use the Application solely to interview and hire job seekers and for no improper or illegal purpose; and
5. have adequate systems and procedures to ensure all Personal Information is kept confidential, and protected against unlawful intrusion by unauthorized third parties, including the storage or retention of consumer reports procured through Third Party Applications.

3. Except as set forth in this Agreement, Guhuza makes no warranties, conditions, or guarantees, express or implied, oral or written, with respect to the Application.  Guhuza does not warrant that the Application is error-free.  Guhuza makes no warranties or conditions of merchantability, fitness for a particular purpose, or arising from a course of performance, dealing, or usage of trade.  

6. Indemnity

1. Guhuza shall indemnify, defend and hold you harmless from any direct costs, expenses, damages, judgments or settlements incurred because of an action or claim by third parties alleging that your use of the Application is an infringement of the intellectual property rights of a third party in Canada, provided that you: (a) promptly notify us in writing of any claim; (b) allow us to control the defence or settlement of the claim; and (c) take no action that, in our reasonable judgment, impairs our defence of the claim.  The foregoing does not apply to Third Party Applications.
2. Our liability to you for damages, costs, losses or expenses under this Indemnification section shall not exceed the subscription fees paid to us in the preceding 12 months or $10,000, whichever is greater.
3. If an infringement claim arises, we may: (a) substitute an equivalent non-infringing Application; (b) modify the Application so that it no longer infringes, provided there is no material loss of functionality; or (c) if neither (a) nor (b) is reasonably feasible, cancel this Agreement and refund the Subscription Fees paid to us in the 3 year-period preceding the claim.
4. This section states our entire liability and obligation regarding infringement claims.

7. Limitation Of Liability

1. Guhuza, its officers, directors and employees shall not be liable for any special, indirect, incidental or consequential damages, including loss of revenues and loss of profits, arising out of this Agreement, even if advised of the possibility of such damages.  

8. General Terms

1. You shall not assign or otherwise transfer this Agreement, in whole or in part, except with our prior written consent.  Neither you nor us are an agent, employee, partner, joint venturer or legal representative of the other. Neither you nor us shall have any obligation, expressed or implied, except as expressly set forth in this Agreement.
2. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to principles of conflicts of laws.  You also agree and submit voluntarily to the exclusive jurisdiction and venue of the courts sitting in the Mississauga, Ontario.  Any use or disclosure of the Application by you that is inconsistent with this Agreement may cause irreparable damage to us for which remedies other than injunctive relief may be inadequate.  If we request a court of competent jurisdiction for injunctive or other equitable relief seeking to restrain such use or disclosure, you will not object to the remedy or require proof of actual damages or the provision of either a bond or other security.
3. Unless you have signed another agreement with us for the same subject matter, this Agreement constitutes the entire understanding between you and us regarding your use of the Application, and supersedes all prior agreements, arrangements and undertakings between you and us.  
4. Except for updates referenced in section 9.2, no addition to or modification of any provision of this Agreement shall be binding on you or us unless we notify you electronically of changes and you agree to the changes, or a written instrument is signed by you and us.  
5. The headings to the sections of this Agreement are for ease of reference only and shall not affect its interpretation or construction.  If any provision of this Agreement or its application to you or us or circumstances shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by applicable law. You agree to use your best efforts to replace the invalid or unenforceable provision by a provision that achieves the purposes intended under the invalid or unenforceable provision.
6. No failure by us or you to exercise any powers or rights or to insist upon strict compliance with obligations arising under this Agreement shall constitute a waiver of either yours or our right to demand compliance with this Agreement.
7. If this Agreement terminates, the obligations under sections 2.4,4.2, 5.3, 7 and 8 shall continue to apply.

9. Notices and Updates

1. Notices shall be given by e-mail.  We will notify you using the e-mail address you provided in your login details, and you will notify us at info@guhuza.com.
2. This Agreement may be updated by us by posting an update and alerting you during your login or notifying you via e-mail.

Version 2022.03.10