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Last Updated: December 13, 2016
REGARDING YOUR LEGAL RIGHTS, OBLIGATIONS AND REMEDIES. THESE INCLUDE VARIOUS EXCLUSIONS
AND LIMITATIONS, AND CLAUSES THAT GOVERN THE JURISDICTION AND VENUE OF
The below bullet points provide a short overview of
Use carefully and contact us with any questions.
- Whitehouse & Winder
Solutions Inc. (acting as Retail Advisors Network™ Marketplace) (hereafter
referred to as "WWSI") is a technology company that allows retailers
and suppliers (hereafter referred to as “Clients”) to meet, communicate and
transact with freelancers/contractors (hereafter referred to as
- WWSI is not a recruiting
firm or recruiting agency. WWSI is not an Advisor referral service.
WWSI does not recommend or endorse any specific Advisor.
- WWSI does not guarantee
results or outcomes.
- The Advisors who you may
engage through this website are not employees or agents of WWSI.
- WWSI shall not be held
liable for any acts or omissions of any Advisor or Client or any other
user of this website.
- You, the user are
responsible for the security of your own account and all actions taken
within your account, including the protection of your password. Illegal
activity is not permitted and will not be tolerated.
- While we take steps to
protect your data, any communication to WWSI, including communication to
any affiliated third-parties, may not be held confidential.
- It is FREE for all users to
join the WWSI website.
- WWSI charges Advisors an
8 % technology fee for the use of its services based on all payment
transactions on the WWSI site. Advisors
must also use PayPal to transact on the WWSI website with separate user
charges from PayPal.
- All users must transact and
make all payments on the www.retailadvisorsnetwork.com site. Failure to do so will
result in a lifetime ban from the site and legal action from WWSI to
recover lost technology fees.
- WWSI is happy to answer
questions to provide more details on our services. Feel free to contact us
at any time and please do not use the site until you are comfortable with
these terms and conditions.
& Winder Solutions Inc. (acting as Retail Advisors Network™ Marketplace) (hereafter referred to as "WWSI")
provides an online platform that connects retail & retail supplier companies
(hereafter referred to as “Clients”) with freelancers/contractors (hereafter
referred to as “Advisors”) seeking to meet, communicate and transact regarding work
on projects, temporary or seasonal opportunities (collectively, the
"Services"), which Services are accessible at http://www.retailadvisorsnetwork.com which is the Site.
the Site and/or Services, you agree to comply with and be legally bound by the
you become a registered user of the Services. These Terms govern your access to
and use of the Site and Services and all Collective Content (defined below),
and constitute a binding legal agreement between you and WWSI. Please read
and which is incorporated by reference into these Terms. If you do not agree to
these Terms, you have no right to obtain information from or otherwise continue
using the Site or Services. Failure to use the Site and Services in accordance
with these Terms may subject you to civil and criminal penalties.
AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH CLIENTS MAY CREATE POSITION
LISTINGS FOR FREELANCE/CONTRACT POSITIONS AND ADVISORS MAY LEARN ABOUT AND APPLY
TO FREELANCE/CONTRACT POSITIONS. YOU UNDERSTAND AND AGREE THAT WWSI IS NOT A
PARTY (EXCEPT AS A 3RD PARTY BENEFICIARY AS DESCRIBED FURTHER ON) TO
ANY AGREEMENTS ENTERED INTO BETWEEN CLIENTS AND ADVISORS. WWSI HAS NO CONTROL
OVER THE CONDUCT OF CLIENTS, ADVISORS AND OTHER USERS OF THE SERVICES AND SITE
OR ANY POSITIONS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY
DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE, OR THROUGH THE
SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND
AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE
SITE AND SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT
TO ACCESS OR USE THE SITE, SERVICES, OR COLLECTIVE CONTENT.
accept or agree to these Terms on behalf of a company or other legal entity,
you represent and warrant that you have the authority to bind that company or
other legal entity to these Terms and, in such event, "you" and
"your" will refer and apply to that company or other legal entity.
are an Advisor you confirm and warrant that you are free and able to enter into
this agreement and that you do not have a conflicting agreement with other entities
including recruiters or recruiting agencies that prohibits you from contracting
with Clients directly.
SITE AND SERVICE FEES
FREE for all approved users to join the WWSI website. WWSI charges Advisors an
8 % technology fee for the use of its services based on all payment
transactions made on the WWSI Site.
Advisors must also use PayPal to transact on the WWSI website (through
our link) with separate user charges from PayPal. See PayPal site for further
details. All users must transact and
make all payments on the www.retailadvisorsnetwork.com Site. Failure to do so
will result in a lifetime ban from the site and legal action from WWSI to
recover lost technology fees.
You acknowledge and agree
that a substantial portion of the compensation WWSI receives for making the
Site available to you is collected as a deduction of the Service Fee described above
(“Service Fee”). WWSI only deducts this Service Fee when a Client and an
Advisor pay and receive payment through the Site. Therefore, for 24 months from
the time you identify or are identified by any party through the Site (the
“Non-Circumvention Period”), you must use the Site as your exclusive method to
request, make, and receive all payments for freelancing or contracting work directly or indirectly with
that party or arising out of your relationship with that party (the “WWSI Relationship”).
You agree not to
circumvent the Payment Methods offered by the Site. By way of illustration and
not in limitation of the foregoing, you must not: submit proposals or solicit
parties identified through the Site to contact, hire, work with, or pay outside
the Site, accept proposals or solicit parties identified through the Site to
contact, deliver services, invoice, or receive payment outside the Site, you
agree to notify WWSI immediately if another person improperly contacts you or
suggests making or receiving payments outside of the Site. If you are aware of
a breach or potential breach of this non-circumvention agreement, please submit
a confidential report to WWSI by sending an email message to: firstname.lastname@example.org.
WWSI MAY MONITOR COMMUNICATIONS AND INTERACTIONS
At our discretion, we, or
technology we employ, may monitor and/or record your interactions with the Site
must be over age 18. You represent that you are over the age of 18. WWSI does
not target our Content to those under 18, and we do not permit any Users under
18 on our Service or Website. By accessing or using the Site or Services you
represent and warrant that you are at or over the age of majority.
and Services are not for the use by 3rd party recruiters or recruiting
agencies therefore these entities cannot join the Site or use the
Services. WWSI will delete any accounts
created by 3rd party recruiters and recruiting agencies. WWSI reserves the right to determine (at its
sole discretion) the definition of 3rd party recruiters and
SITE AND SERVICES - OPERATION
and Services can be used to facilitate the posting/listing, application to,
confirmation of and payment of freelance/contract jobs. Such freelance/contract
jobs are included in Job Listings on the Site and Services by Clients. You may
not view Job Listings as an unregistered visitor to the Site and Services.
above, WWSI makes available a platform or marketplace with related technology
for Advisors and Clients to meet online and arrange for posting/listing,
application to, confirmation of and payment of freelance/contract jobs. WWSI’s
responsibilities are limited to facilitating the availability of the Site and Services.
NOTE THAT, AS STATED ABOVE, THE SITE AND SERVICES ARE INTENDED TO BE USED TO
FACILITATE THE POSTING/LISTING, APPLICATION TO, CONFIRMATION OF AND PAYMENT OF
FREELANCE CONTRACTOR JOBS. WWSI CANNOT AND DOES NOT CONTROL THE CONTENT
CONTAINED IN ANY POSTING/LISTING AND THE CONDITION, LEGALITY OR SUITABILITY OF
ANY JOBS. WWSI IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY
RELATED TO ANY AND ALL POSTINGS/LISTINGS AND JOBS. ACCORDINGLY, ANY TRANSACTIONS
WILL BE MADE AT THE ADVISOR’S AND CLIENT’S OWN RISK.
to access certain features of the Site and Services, to transact or create a Job
Posting/Listing, you must register to create an account ("WWSI
Account") and become a Member. You may only register to join the Site
directly via the Site.
not have more than one (1) active WWSI Account. You agree to provide accurate,
current and complete information during the registration process and to update
such information to keep it accurate, current and complete. WWSI reserves the
right, at its sole discretion, to suspend or terminate your WWSI Account. You
are responsible for safeguarding your password. You agree that you will not
disclose your password to any third party and that you will take sole
responsibility for any activities or actions under your WWSI Account, whether
or not you have authorized such activities or actions. You will immediately
notify WWSI of any unauthorized use of your WWSI Account. By creating a WWSI
Account, you expressly consent to WWSI communicating with you electronically or
otherwise using the information provided by you from time to time.
JOB AND ADVISOR SERVICE LISTINGS
Member, you may create Job or Freelance/Contractor Services Listings. You
acknowledge and agree that you are responsible for any and all Postings/Listings
that you post. Accordingly, you represent and warrant that any Postings/Listings
that you post and the transaction of that post/listing (i) will not breach any
agreements you have entered into with any third parties; and (ii) will (a) be
in compliance with all applicable laws, Tax requirements, and rules and
regulations that may apply to any transactions included in a Posting/Listing
you post and (b) not conflict with the rights of third parties. Please note
that WWSI assumes no responsibility for a Company’s compliance with any
applicable laws, rules and regulations. WWSI reserves the right, at its sole
discretion, at any time and without prior notice, to remove or disable access
to any Posting/Listing for any reason, including Postings/Listings that WWSI,
in its sole discretion, considers to be objectionable for any reason, in
violation of these Terms or otherwise harmful to the Site and Services.
understand and agree that WWSI does not act as an insurer or as a contracting
agent for you as a Company. If an Advisor transacts with a Client, any
agreement entered into (above and beyond the “baseline” contract within these
terms and conditions hereafter known as Supplemental Services Contract) between
the two parties is at your sole discretion and is between you and the other
party and WWSI is not a party thereto (except as a 3rd party
beneficiary as described further on).
makes certain tools available to you to help you to make informed decisions
about which Members you choose to transact with. You acknowledge and agree that
you are responsible for your own acts and omissions.
TRANSACTIONS FOR CLIENTS
are an Advisor and a transaction is requested for your Posting/Listing via the
Site or Services, you will be asked to either confirm the transaction, reject
the transaction, or request additional information.
TRANSACTIONS FOR ADVISORS
not WWSI, is solely responsible for honouring any confirmed transactions and
making available any Postings/Listings posted on the Site and Services. If you,
as an Advisor, choose to enter into a transaction with a Client, you agree and
understand that you have entered into an agreement with the Client and you
agree to accept any terms, conditions, rules and restrictions associated with
such transaction as shown in the “baseline” contract between the Advisor and
the Client as per this terms and conditions document. You acknowledge and agree
that you, and not WWSI, will be responsible for performing the obligations of
such agreements, that WWSI is not a party to such agreements (except as a 3rd
party beneficiary as described further on) and that, WWSI disclaims all
liability arising from or related to any such agreements.
reserves the right, at its sole discretion, to modify the Site or Services or
to modify these Terms, including the Service Fees, at any time and with 10
business days notice. If we modify these Terms, we will post the modification
on the Site or provide you with notice of the modification. We will also update
the "Last Updated Date" at the top of these Terms. By continuing to
access or use the Site or Services after we have posted a modification on the
Site or have provided you with notice of a modification, you are indicating
that you agree to be bound by the modified Terms. If the modified Terms are not
acceptable to you, your only recourse is to cease using the Site and Services.
We may from time to time
in our sole discretion develop and provide Site Services updates, which may
include upgrades, bug fixes, patches, and other error corrections and/or new
features (collectively, including related documentation, “Updates”). Updates
may also modify or delete in their entirety certain features and functionality.
You agree that we do not have any obligation to provide any Updates or to
continue to provide or enable any particular features or functionality. You
will promptly download and install all Updates and acknowledge and agree that
Site Services or portions thereof may not work properly should you fail to do
so. You further agree that all Updates will be subject to the terms of this
Agreement, unless otherwise provided in terms associated with such Update. WWSI
reserves the right, at any time, to modify, suspend, or discontinue Site
Services or any part thereof without notice. You agree WWSI will not be liable
to you or any third party for any modification, suspension, or discontinuance
of Site Services or any part thereof.
not endorse any Members or any Postings/Listings. In addition, although these
Terms require Members to provide accurate information, we do not attempt to
confirm, and do not confirm, any Member’s purported identity. You are
responsible for determining the identity and suitability of others who you contact
via the Site and Services.
the Site or Services, you agree that any legal remedy or liability that you
seek to obtain for actions or omissions of other Members or other third parties
will be limited to a claim against the particular Members or other third
parties who caused you harm and you agree not to attempt to impose liability
on, or seek any legal remedy from WWSI with respect to such actions or
omissions. Accordingly, we encourage you to communicate directly with other
Members on the Site and Services regarding any transactions or Postings/Listings
made by you.
RECORDS OF COMPLIANCE
Client and Advisor will
each (1) create and maintain records to document satisfaction of their
respective obligations under this Agreement; any supplemental agreements on
deliverables, hourly rate, hours, etc. (Supplemental Service Contract),
including, without limitation, their respective payment obligations and
compliance with tax and employment laws; and (2) provide copies of such records
to WWSI upon request. Nothing in this subsection requires or will be construed
as requiring WWSI to supervise or monitor a User’s compliance with this
Agreement, the other Terms of Service, or a Supplemental Service Contract.
Client and Advisor
appoint WWSI as a third-party beneficiary of their “baseline” contract and any
Supplemental Service Contracts for purposes of enforcing any obligations owed
to, and any benefits conferred on, WWSI hereunder. Client and Advisor further
agree that WWSI has the right to take such actions with respect to their
Accounts, including, without limitation, suspension, termination, or legal
actions, as we, in our sole discretion, deem necessary to enforce our rights as
a third-party beneficiary under the “baseline” contract and any Supplemental Service
This Agreement and any
Account registration will not be construed as creating or implying any
relationship of agency, franchise, partnership, or joint venture between Users
and WWSI, except and solely to the extent expressly stated in this Agreement.
The parties to this
Agreement, the “baseline” contract and the Supplemental Service Contract Agreement
will not be responsible for the failure to perform or any delay in performance
of any obligation hereunder due to labor disturbances, accidents, fires,
floods, telecommunications or Internet failures, strikes, wars, riots,
rebellions, blockades, acts of government, governmental requirements and
regulations or restrictions imposed by law or any other similar conditions
beyond the reasonable control of such party. The time for performance of such
party will be extended by the period of such delay. Irrespective of any
extension of time, if an event of Force Majeure occurs and its effect continues
for a period of 60 days, either party may give to the other a 30-day notice of
termination. If, at the end of the 30 day period, the effect of the Force
Majeure continues, the Agreement will terminate.
COMPLIANCE WITH LAWS
You represent and warrant
that: (i) you have the authority to bind yourself to the Agreement; (ii) your
use of the Service will be solely for purposes that are permitted by this
Agreement; (iii) your use of the Service will not infringe or misappropriate
the intellectual property rights of any third party; and (iv) your use of the
Service will comply with all local, state, provincial and federal laws, rules
and regulations, and with all other WWSI policies.
understand and agree that you are solely responsible for compliance with any
and all laws, rules, regulations, and Tax obligations that may apply to your
use of the Site, Services and Content. In connection with your use of our Site
and Services, you may not and you agree that you will not:
- interfere with or damage our
Site or Services, including, without limitation, through the use of
viruses, cancel bots, Trojan horses, harmful code, flood pings,
denial-of-service attacks, packet or IP spoofing, forged routing or
electronic mail address information or similar methods or technology;
- use our Site or Services in
connection with the distribution of unsolicited commercial email
("spam") or advertisements unrelated to the purpose of the Site;
- violate any local, state,
provincial, national, or other law or regulation, or any order of a court,
including, without limitation, employment laws and Tax regulations;
- use manual or automated
software, devices, scripts robots, other means or processes to access,
"scrape," "crawl" or "spider" any web pages
or other services contained in the Site, Services or Content;
- use automated scripts to
collect information or otherwise interact with the Site or Services;
- use the Site or Services for
any commercial or other purposes that are not expressly permitted by these
- use our Site or Services to
transmit, distribute, post or submit any information concerning any other
person or entity, including without limitation, photographs of others
without their permission, personal contact information or credit, debit,
calling card or account numbers;
- copy, store or otherwise
access any information contained on the Site, Services or Content for
purposes not expressly permitted by these Terms;
- infringe the rights of any
person or entity, including without limitation, their intellectual
property, privacy, publicity or contractual rights;
- "stalk" or harass
any other user of our Site or Services, or collect or store any personally
identifiable information about any other user other than for purposes of
transacting as a WWSI Advisor or Client;
- as a Client, offer any Job
Listings that are not available;
- register for more than one WWSI
Account or register for a WWSI Account on behalf of an individual other
- when acting as an Advisor or
otherwise, recruit or otherwise solicit any Client or other
- contact a Client or an
Advisor for any purpose other than asking a question related to a posting
or listing or transaction;
- impersonate any person or
entity, or falsify or otherwise misrepresent yourself or your affiliation
with any person or entity;
- systematically retrieve data
or other content from our Site or Services to create or compile, directly
or indirectly, in single or multiple downloads, a collection, compilation,
database, directory or the like, whether by manual methods, through the
use of bots, crawlers, or spiders, or otherwise;
- as a Client, submit any Job Listing
with false or misleading information, or submit any Job Listing you do not
intend to honour;
- post, upload, publish,
submit or transmit any Content that: (i) infringes, misappropriates
or violates a third party’s patent, copyright, trade-mark, trade secret,
moral rights or other intellectual property rights, or rights of publicity
or privacy; (ii) violates, or encourages any conduct that would violate,
any applicable law or regulation or would give rise to civil liability;
(iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory,
obscene, pornographic, vulgar or offensive; (v) promotes
discrimination, bigotry, racism, hatred, harassment or harm against any individual
or group; (vi) is violent or threatening or promotes violence or actions
that are threatening to any other person; or (vii) promotes illegal or
harmful activities or substances;
- use, display, mirror or
frame the Site or Services, or any individual element within the Site,
Services, WWSI’s name, any WWSI trade-mark, logo or other proprietary
information, or the layout and design of any page or form contained on a
page, without WWSI’s express written consent;
- access, tamper with, or use
non-public areas of the Site or Services, WWSI’s computer systems, or the
technical delivery systems of WWSI’s providers;
- attempt to probe, scan, or
test the vulnerability of any WWSI system or network or breach any
security or authentication measures;
- avoid, bypass, remove,
deactivate, impair, descramble, or otherwise circumvent any technological
measure implemented by WWSI or any of WWSI’s providers or any other third
party (including another user) to protect the Site, Services, or
- forge any TCP/IP packet
header or any part of the header information in any email or newsgroup
posting, or in any way use the Site, Services, or Collective Content to
send altered, deceptive or false source-identifying information;
- attempt to decipher,
decompile, disassemble or reverse engineer any of the software used to
provide the Site, Services, or Collective Content; or
- advocate, encourage, or
assist any third party in doing any of the foregoing.
have the right to investigate and prosecute violations of any of the above to
the fullest extent of the law. WWSI may involve and cooperate with law
enforcement authorities in prosecuting users who violate these Terms. You
acknowledge that WWSI has no obligation to monitor your access to or use of the
Site, Services or Collective Content or to review or edit any Member Content,
but has the right to do so for the purpose of operating the Site and Services,
to ensure your compliance with these Terms, or to comply with applicable law or
the order or requirement of a court, administrative agency or other
governmental body. WWSI reserves the right, at its sole discretion, at any time
and without prior notice, to remove or disable access to any Collective Content
that WWSI, at its sole discretion, considers to be objectionable for any
reason, in violation of these Terms or otherwise harmful to the Site or
Services, and Collective Content are protected by copyright, trade-mark, and
other laws of Canada and other countries. You acknowledge and agree that the
Site, Services and Collective Content, including all associated intellectual
property rights are the exclusive property of WWSI and its licensors. You will
not remove, alter or obscure any copyright, trade-mark, service mark or other
proprietary rights notices incorporated in or accompanying the Site, Services,
or Collective Content.
WWSI CONTENT AND MEMBER CONTENT LICENSE
to your compliance with the terms and conditions of these Terms, WWSI grants
you a limited, non-exclusive, non-transferable license, to access and view any WWSI
Content solely for the purpose of the Services. You have no right to sublicense
the license rights granted in this section.
not use, copy, adapt, modify, prepare derivative works based upon, distribute,
license, sell, transfer, publicly display, publicly perform, transmit,
broadcast or otherwise exploit the Site, Services, or Collective Content,
except as expressly permitted in these Terms. No licenses or rights are granted
to you by implication or otherwise under any intellectual property rights owned
or controlled by WWSI or its licensors, except for the licenses and rights
expressly granted in these Terms.
Members to post, upload, publish, submit or transmit Member Content. By making
available any Member Content on or through the Site and Services, you hereby
grant to WWSI a worldwide, irrevocable, perpetual, non-exclusive, transferable,
royalty-free license, with the right to sublicense, to use, view, copy, adapt,
modify, distribute, license, sell, transfer, publicly display, publicly
perform, transmit, stream, broadcast, access, view, and otherwise exploit such
Member Content on, through, or by means of the Site and Services. WWSI does not
claim any ownership rights in any such Member Content and nothing in these
Terms will be deemed to restrict any rights that you may have to use and
exploit any such Member Content.
acknowledge and agree that you are solely responsible for all Member Content
that you make available through the Site and Services. Accordingly, you
represent, warrant and covenant on a continuing basis that: (i) you either are
the sole and exclusive owner of all Member Content that you make available
through the Site and Services or you have all rights, licenses, consents and
releases that are necessary to grant to WWSI the rights in such Member Content,
as contemplated under these Terms; and (ii) neither the Member Content nor your
posting, uploading, publication, submission or transmittal of the Member
Content or WWSI’s use of the Member Content (or any portion thereof) on,
through or by means of the Site and the Services will infringe, misappropriate
or violate a third party’s patent, copyright, trade-mark, trade secret, moral
rights or other proprietary or intellectual property rights, or rights of
publicity or privacy, or result in the violation of any applicable law or
and Services may contain links to third-party websites or resources. You
acknowledge and agree that WWSI is not responsible or liable for: (i) the
availability or accuracy of such websites or resources; or (ii) the content,
products, or services on or available from such websites or resources. Links to
such websites or resources do not imply any endorsement by WWSI of such
websites or resources or the content, products, or services available from such
websites or resources. You acknowledge sole responsibility for and assume all
risk arising from your use of any such websites or resources or the Content,
products or services on or available from such websites or resources.
PROPRIETARY RIGHTS NOTICES
trade-marks, service marks, logos, trade names and any other proprietary
designations of WWSI used herein are trade-marks or registered trade-marks of WWSI.
Any other trade-marks, service marks, logos, trade names and any other
proprietary designations are the trade-marks or registered trade-marks of their
respects copyright law and expects its users to do the same. It is WWSI’s
policy to terminate in appropriate circumstances the WWSI Accounts of Members
or other account holders who infringe or are believed to be infringing the
rights of copyright holders.
TERMINATION AND WWSI ACCOUNT CANCELLATION
in our sole discretion and without liability to you, with or without cause,
with or without prior notice and at any time: (i) terminate these Terms or your
access to our Site and Services; and (ii) deactivate or cancel your WWSI
Account. In the event WWSI terminates these Terms, or your access to our Site and
Services or deactivates or cancels your WWSI Account you will remain liable for
all amounts due hereunder. You may cancel your WWSI Account at any time via the
"Cancel Account" feature of the Services or by sending an email to email@example.com.
Please note that if your WWSI Account is cancelled, we do not have an
obligation to delete or return to you any Content you have posted to the Site
or Services, including, but not limited to, any reviews or feedback.
CHOOSE TO USE THE SITE OR SERVICES, YOU DO SO AT YOUR SOLE RISK. YOU
ACKNOWLEDGE AND AGREE THAT WWSI DOES NOT HAVE AN OBLIGATION TO
CONDUCT ANY CHECKS OR DUE DILIGENCE OF ANY KIND (INCLUDING WITHOUT LIMITATION,
BACKGROUND CHECKS) ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, ADVISORS AND CLIENTS,
BUT MAY CONDUCT SUCH CHECKS OR DUE DILIGENCE IN ITS SOLE DISCRETION AND WITHOUT
LIABILITY. THE SITE, SERVICES, AND COLLECTIVE CONTENT ARE PROVIDED
STRICTLY "AS IS", WITHOUT REPRESENTATION, WARRANTY, OR CONDITION OF
ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WWSI
EXPLICITLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR
NON-INFRINGEMENT, AND ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS ARISING
OUT OF COURSE OF DEALING OR USAGE OF TRADE. WWSI MAKES NO REPRESENTATION,
WARRANTY, OR CONDITION THAT THE SITE, SERVICES, AND COLLECTIVE CONTENT,
INCLUDING, BUT NOT LIMITED TO, THE LISTINGS OR ANY OPPORTUNITIES WILL MEET YOUR
REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WWSI
MAKES NO REPRESENTATION, WARRANTY, OR CONDITION REGARDING THE QUALITY OF ANY
LISTINGS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS,
TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED
THROUGH THE SITE OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR
WRITTEN, OBTAINED FROM WWSI OR THROUGH THE SITE, SERVICES OR COLLECTIVE
CONTENT, WILL CREATE ANY REPRESENTATION, WARRANTY, OR CONDITION NOT EXPRESSLY
MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS
AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER
PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE
SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY CLIENTS OR ADVISORS. YOU
UNDERSTAND THAT WWSI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF
USERS OF THE SITE OR SERVICES OR TO REVIEW OR VISIT ANY LISTINGS. WWSI MAKES NO
REPRESENTATIONS, WARRANTIES, OR CONDITIONS AS TO THE CONDUCT OF USERS OF THE
SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE
SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL
COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND
WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR
USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ADVISORS AND CLIENTS,
PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER
SUCH MEETINGS ARE ORGANIZED BY WWSI. WWSI EXPLICITLY DISCLAIMS ALL LIABILITY
FOR ANY ACT OR OMISSION OF ANY ADVISOR, CLIENT OR OTHER THIRD PARTY.
LIMITATION OF LIABILITY
ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE
RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE AND SERVICES WHETHER IN
PERSON OR ONLINE REMAINS WITH YOU.
NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE,
SERVICES, OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR OTHER ECONOMIC LOSSES, LOSS
OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM
FAILURE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR
PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION
WITH THESE TERMS.
EVENT WILL WWSI AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE
TERMS AND YOUR USE OF THE SITE AND SERVICES EXCEED ONE HUNDRED DOLLARS ($100)
WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WWSI HAS BEEN INFORMED
OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS
FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF
THE BARGAIN BETWEEN WWSI AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE
ABOVE LIMITATION MAY NOT APPLY TO YOU.
release, defend, indemnify, and hold WWSI and its affiliates and subsidiaries,
and their officers, directors, employees and agents, harmless from and against
any claims, liabilities, damages, losses, and expenses, including, without
limitation, reasonable legal and accounting fees, arising out of or in any way
connected with (i) your access to or use of the Site, Services, or Collective
Content or your violation of these Terms; (ii) your Member Content; (iii) your
(a) interaction with any Member; (b) transaction, (c) creation of a Posting/Listing;
or any listing, communication or transaction by you, including, but not limited
to any injuries, losses, or damages (compensatory, direct, incidental,
consequential or otherwise) of any kind arising in connection with or as a
result of a posting/listing or transaction; and (d) your breach of these terms.
connection with your use of the Site, Services, or Collective Content, if you
encounter anyone who you feel is acting or has acted inappropriately, including
but not limited to, anyone who (i) engages in offensive, violent or sexually
inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages
in any other disturbing conduct, you should immediately report such person to
the appropriate authorities and then to WWSI by contacting us with your police
station and report number at firstname.lastname@example.org ; provided
that your report will not obligate us to take any action beyond that required
by law (if any) or cause us to incur any liability to you.
Terms constitute the entire and exclusive understanding and agreement between WWSI
and you regarding the Site, Services, Collective Content, and any transactions
or Listings made via the Site or Services, and these Terms supersede and
replace any and all prior oral or written understandings or agreements between WWSI
and you regarding transactions or listings, the Site, Services, and Collective
not assign or transfer these Terms, by operation of law or otherwise, without WWSI’s
prior written consent. Any attempt by you to assign or transfer these Terms,
without such consent, will be null and of no effect. WWSI may assign or
transfer these Terms, at its sole discretion, without restriction. Subject to
the foregoing, these Terms will bind and inure to the benefit of the parties,
their respective heirs, administrators, executors, legal personal
representatives, successors and permitted assigns.
notices or other communications permitted or required hereunder, including
those regarding modifications to these Terms, will be in writing and given by WWSI
(i) via email (in each case to the address that you provide); or (ii) by
posting to the Site. For notices made by email, the date of receipt will be
deemed the date on which such notice is transmitted.
Agreement is governed by and interpreted and enforced in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein. Each party irrevocably attorns and submits to the jurisdiction of the
Ontario courts situated in the City of Toronto and waives objection to the
venue of any proceeding in such court or that such court provides an
failure of WWSI to enforce any right or provision of these Terms will not
constitute a waiver of future enforcement of that right or provision. The
waiver of any such right or provision will be effective only if in writing and
signed by a duly authorized representative of WWSI. Except as expressly set
forth in these Terms, the exercise by either party of any of its remedies under
these Terms will be without prejudice to its other remedies under these Terms
or otherwise. If for any reason an arbitrator or a court of competent
jurisdiction finds any provision of these Terms invalid or unenforceable, that
provision will be enforced to the maximum extent permissible and the other
provisions of these Terms will remain in full force and effect.
have any questions about these Terms, please contact WWSI at email@example.com
These Terms and Conditions are between the Client
and the Advisor, for the purpose of delivering the Services agreed upon between
the two parties. These Terms and Conditions represent a “baseline” contract
between the two parties and this agreement is only effective if the Client and
the Advisor use the www.retailadvisorsnetwork.com
website to transact. By accepting our terms and conditions and using the Site,
both the Client and the Advisor agree to this “baseline” contract for their commercial
dealings with each other. It is
understood that additional agreements (Supplemental Service Contract) will be
made between the Advisor and the Client as it relates to Services performed,
time frame, Fees (as transacted on the www.retailadvisorsnetwork.com
Site) and other specific components of the parties commercial arrangement.
Client and Advisor may agree between them on any additional terms for their Supplemental Service Contract
as long as such terms do not affect the rights or responsibilities of WWSI or
between Users, except as a third-party beneficiary as described further below.
ARTICLE 1 - GENERAL
1.1 The Services – (a) The Client agrees to retain
the services of the Advisor, and the Advisor agrees to provide Services to the
Client as agreed upon between the two parties.
The Advisor is not permitted to sub-contract the terms of this Agreement
or any of the Services without the prior written consent of the Client.
1.2 Term of Agreement - The provision of services by
the Advisor to the Client will commence on the date agreed between the Advisor
and the Client and continue as per the
specified days transacted on
www.retailadvisorsnetwork.com at which time this Agreement shall expire. The Initial Term may be renewed for
additional term(s) (“Renewal Terms”) of the same duration as the Initial Term
by further transacting on this site.
1.3 Third-Party Beneficiary - Client and Advisor appoint WWSI as a third-party
beneficiary of their “baseline” contract and any Supplemental Service Contracts
for purposes of enforcing any obligations owed to, and any benefits conferred
on, WWSI hereunder. Client and Advisor
further agree that WWSI has the right to take such actions with respect to
their Accounts, including, without limitation, suspension, termination, or
legal actions, as we, in our sole discretion, deem necessary to enforce our
rights as a third-party beneficiary under the “baseline” contract and any
Supplemental Service Contracts.
This Agreement and any Account registration will not
be construed as creating or implying any relationship of agency, franchise,
partnership, or joint venture between Users and WWSI, except and solely to the
2 - REMUNERATION OF THE ADVISOR
2.1 Fee for Services - The Client agrees to pay to
the Advisor for Services rendered pursuant to the terms outlined in this
agreement. The www.retailadvisorsnetwork.com
site will be the ONLY method of transaction and payment for such services.
2.2 Applicable Taxes - the www.retailadvisorsnetwork.com
site does not allow for the addition of taxes. Therefore, both parties agree
that all taxes will be included in the hourly fee agreed upon between the
Advisor and the Client. The Advisor and
the Client are each responsible for remitting appropriate taxes themselves
based on their respective location and tax jurisdiction.
2.3 Expenses / Disbursements - The Advisor shall be
responsible for all expenses related to the discharge of its duties
hereunder. Any expenses that are agreed
to be paid by the client must be included in the Advisor hourly rate as agreed
by both parties.
3 - COVENANTS
3.1 Prior Experience - The Advisor represents and
warrants that all information provided to the Client on this site and through
other means of communication, prior to the entering into this Agreement and any
Supplemental Service Contract, including information relating to professional
and educational credentials, expertise, and prior experience, is true and
correct. The Advisor acknowledges and understands that any breach of this
clause may result in a termination for Cause.
3.2 Performance of Services - The Advisor is not
required to perform the Services during a fixed hourly or daily time and the
time the Advisor spends at the Client’s premises, if any, is at the Advisors
discretion. However, the Advisor will be
required to provide the Services within any agreed deadlines and in accordance
with the terms and conditions of this Agreement and any Supplemental Services
Contract. The Advisor will render
performance of the Services to the best of the Advisors ability and in a
competent and professional manner and in accordance with the specifications
provided by the Client.
3.3 Confidential Information: (a) The Advisor, which
includes its directors, officers, employees, agents, and principles,
acknowledges that certain Confidential Information will be received by it
during the course of providing its Services pursuant to this Agreement and any
Supplemental Services Contract. The
Advisor covenants with the Client that except as the Client may consent in
writing, it shall not at any time hereafter disclose to any third party or use
for its own purposes, except in the proper course of rendering the Services
hereunder, any Confidential Information relating to the Client, its parents,
affiliated or subsidiary corporations and any other clients (hereinafter the
“Related Companies”) which it has obtained by virtue of its relationship with
the Client or the Related Companies. (b)
“Confidential Information” for the purposes of this Agreement, includes,
information or material regarding the Client or the Related Companies including
but not limited to: corporate information, contractual arrangements, joint
ventures, business plans, policies, and any litigation or negotiations;
technical processes and concepts, designs, specifications, and know-how; marketing
plans, sales and product plans, methods of production, Client lists and
information, supply agreements, prospect and market research data; financial
information, including cost and performance data; personnel information,
including personnel lists, resumes, personnel data, organizational structure
and performance evaluations; (c) The Advisor shall be released from the
covenants made in this Section to the extent: i) the Advisor is required to
comply with any obligation imposed by law upon it to disclose such Confidential
Information after providing 30 days advance notice of such obligation to the
Client; or, ii) that such Confidential Information has become publicly known
through no wrongful act or breach on the part of the Advisor.
3.4 Licences and Permits - The Advisor will be
responsible for obtaining and maintaining all necessary licences and permits
and for obtaining appropriate professional liability insurance coverage in an
amount which is satisfactory to the Client, for it and all its employees and
for complying with all applicable federal, state, territory, provincial and
municipal laws, codes and regulations in connection with the provision of the
3.5. Conflict of Interest - The Advisor represents
and warrants to the Client that it is not subject to any obligation which
restricts it from (i) providing the Services to the Client; or (ii) putting the
Advisor in a conflict of interest with the Client; or (iii) using information
within the Advisor’s knowledge or control which may be useful in the
performance of the Services for the Client.
3.6 Other Activities - The Advisor specifically
represents and warrants that it will pursue other activities as an independent
contractor while providing the Services to the Client as long as such
activities do not impact the Advisor’s ability to perform the Services under
this Agreement or any Supplemental Services Contract and are not for businesses
involving a Client of the Client in the same Business or are not for businesses
in direct competition with the Client.
Prior written consent must be obtained from the Client in the event that
the Advisor seeks to provide services to a Client or Business in direct
3.7 Client and Advisor Cooperation – The Client and
the Advisor acknowledge and agree to cooperate with the provision of Services
hereunder by providing all required information or information sources in a
timely manner, by ensuring that all information provided is accurate and is
provided to the best of the Client's and Advisor’s knowledge, by ensuring
Client and Advisor staff are available as needed, by making decisions and
providing feedback in a timely manner and in line with any timeframes set forth
by both parties, and by being forthcoming and professional at all times.
3.8 Insurance – The Client and Advisor acknowledge
and agree it maintains such policies of insurance, issued by responsible
insurers, as are appropriate to the business of the Client and Advisor and its
property and assets, in such amounts and against such risks as are customarily
carried and insured against by owners of comparable businesses, properties and
assets; all such policies of insurance are in full force and effect, and will
continue to be so during the provision of Services.
3.9 Reasonableness of Restrictions and Covenants -
The Advisor hereby confirms and agrees that the covenants and restrictions
pertaining to it contained in this Agreement are reasonable and valid and
hereby further acknowledges and agrees that the Client, and the Related
Companies would suffer irreparable injury in the event of any breach by the
Advisor of its obligations hereunder.
The Advisor hereby acknowledges and agrees that damages would be an
inadequate remedy at law in connection with any such breach and that the Client
and its Related Companies shall therefore be entitled, in addition to any other
right or remedy which they may have at law, in equity or otherwise, to
temporary and/or permanent injunctive relief.
4 - INDEPENDENT ADVISORS
4.1 The Advisor Not an Employee - Both parties agree
that the relationship of the parties hereto is that of independent contractor.
Neither the Advisor nor any of its employees or agents are employees, partners,
principals, or agents of the Client and will not be entitled to receive from
the Client any benefits whatsoever, except for the remuneration as outlined in
Article 2 of this Agreement. Each party
shall pay all wages, salaries and other amounts due to its respective employees
relative to this Agreement and shall be responsible for all obligations
respecting them relating to income tax withholdings, employment insurance
premiums, workers’ compensation, health care and pension plan contributions and
other similar responsibilities.
4.2 The Advisor Will Not Contract On Behalf Of
Client - The
Advisor will not, without the prior written consent of the Client, enter into
any contract or commitment in the name of or on behalf of the Client or bind
the Client in any respect whatsoever, except as otherwise provided in this
Agreement or any Supplemental Service Contract. The Advisor also agrees not to
represent itself as an employee or owner of the Client at any time.
5 - INTELLECTUAL PROPERTY
5.1 In consideration of the terms and conditions of
this Agreement and any Supplemental Services Contract, the Advisor, which
includes its directors, officers, employees and agents, hereby agrees with the
Client as follows: (a) The Advisor agrees to assign to the Client exclusive
ownership of any and all Work Product and the underlying intellectual property
rights thereto related directly or indirectly to the provision of materials and
services under this Agreement and any Supplemental Services Contract. “Work Product” shall include, but is not
limited to computer code, analytical tools, methodologies, inventions,
development notes, flowcharts, specifications, business plans, technical
information, Client proposals, correspondence in any medium, parts lists,
Client lists, and, supplier lists. (b) The Advisor also agrees to assign to the
Client exclusively any and all Intellectual Property, or any rights therein,
that may exist, directly or indirectly, as a result of the provision of
materials and services under this Agreement or any Supplemental Service
Contract. This Agreement to assign does not include any Intellectual Property
that may have existed as a result of the provisions of materials and services
to entities other than the Client and which predates this Agreement. “Intellectual Property” for the purposes of
this Agreement includes copyright, patents, trade-marks, industrial designs,
electronic icons, computer code, software architecture, system architecture,
programming methods, system configurations, business methods, business plans,
system flowcharts, system designs, technologies, problem-solving methodologies,
designs, drawings, specifications, technical information, know-how, processes,
techniques, or trade secrets, or any modifications, enhancements or improvements
of any of the foregoing. (c) The Client shall have the exclusive right to file,
use, seek to register and/or register any Intellectual Property in a
country. The Advisor agrees not to
contest, oppose and/or object to, for any reason whatsoever either directly or
indirectly at any time the validity, registerability or enforceability of any
such application or registration resulting therefrom. (d) The Advisor hereby
waives, in whole, any and all moral rights respecting any work that constitutes
Intellectual Property. (e) The Advisor agrees to execute all documents
reasonably requested by the Client and to render, at the Client’s expense,
whatever reasonable assistance the Client may request to enable the Client to
perfect its ownership and record of ownership with respect to the Intellectual
Property or any rights therein, or to confirm the waiver of moral rights
referred to above.
6 - TERMINATION
6.1 Termination by Client or the Advisor - This Agreement or any Supplemental Services
Contract may be terminated at any time
during the Initial Term or any Renewal Term, as the case may be, as follows:
(a) The Client may terminate this Agreement or any Supplemental Services
Contract at any time prior to the expiry of the Term or Renewal Term as the
case may be for the following reasons: i. For Cause, as hereinafter defined,
for the purposes of this Agreement or any Supplemental Services Contract to
include a material breach by the terms of this Agreement or any Supplemental
Services Contract, a declaration of bankruptcy or any form of assignment in
favour of the parties’ creditors; ii. Without Cause on the provision of seven
(7) days written notice. The Client may
waive notice of termination by the Advisor in whole or in part. (b) In the
event the Client elects to terminate this Agreement or any Supplemental
Services Contract without Cause, it may, at its sole discretion, elect to
provide the Advisor with continued payments of the Fee for Service in lieu of
notice during the above-noted notice period. (c ) The Advisor may not terminate this Agreement or any
Supplemental Services Contract during the Initial Term and/or Renewal
Term. A termination of this Agreement or
any Supplemental Services Contract prior to the end date of the Initial Term
and/or Renewal Term will cause the Client to suffer damages.
7 - INDEMNITY
7.1 - The Advisor shall indemnify and hold the
Client harmless from any claims, expenses, costs, damages or losses suffered by
the Client, or a third party which arise from the acts or omissions of the
Advisor or any of its employees, from any material breach of this Agreement or
any Supplemental Services Contract, from any grossly negligent or willful act
or omission of the Advisor, or any causes of action for breach of contract or
tort due to personal injury, strict liability or product liability.
8 - INTERPRETATION AND ENFORCEMENT
8.1 Sections and Headings - The division of this
Agreement or any Supplemental Services Contract into Articles and Sections and
the insertion of headings are for the convenience of reference only and will
not affect the construction or interpretation of this Agreement or any
Supplemental Services Contract. The terms “this Agreement”, “hereof”, “hereunder”
and similar expressions refer to this Agreement and not to any particular
Article, Section or other portion hereof and include any agreement or
instrument supplemental or ancillary hereto.
8.2 Number - In this Agreement words importing the
singular number only will include the plural and vice versa and words importing
the masculine gender will include the feminine and neuter genders and vice
versa and words importing persons will include individuals, partnerships,
associations, trusts, unincorporated organizations and vice versa.
8.3 Benefit of Agreement - This Agreement or any
Supplemental Services Contract will enure to the benefit of and be binding upon
the heirs, executors, administrators and legal personal representatives of the
Advisor and the successors and assigns of the Client respectively.
8.4 Amendments and Waivers - No amendment to this
Agreement or any Supplemental Services Contract will be valid or binding unless
set forth in writing and duly executed by both of the parties hereto. No waiver
of any breach of any term or provision of this Agreement or any Supplemental
Services Contract will be effective or binding unless made in writing and
signed by the party purporting to give the same and, unless otherwise provided
in the written waiver, will be limited to the specific breach waived.
8.5 Assignment - The Advisor shall not assign its
rights or obligations under this Agreement or any Supplemental Services
Contract without the prior written consent of the Client. The Client may assign this Agreement or any
Supplemental Services Contract without the Advisors consent.
8.6 Severability - If any provision of this
Agreement or any Supplemental Services Contract is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability will
attach only to such provision or part thereof and the remaining part of such
provision and all other provisions hereof will continue in full force and
8.7 Governing Law - This Agreement or any
Supplemental Services Contract will be governed by and construed in accordance
with the laws of the Client.
9 – GENERAL PROVISIONS
of the Parties - Notwithstanding anything set forth herein, this Agreement or
any Supplemental Services Contract shall not be construed as evidence of any
partnership, joint venture or similar relationship between the parties hereto,
each of which remains a separate and distinct entity. Both parties agree that the relationship of
the parties hereto is that of independent contractors. Neither Advisor nor any of its employees or
agents are employees, partners, principals, or agents will be entitled to
receive from the Client any benefits
whatsoever, except for the remuneration as outlined in this Agreement or any
Supplemental Services Contract.
– In the event of any dispute between the parties hereunder with respect to
this Agreement or any Supplemental Services Contract or any matter governed by
this Agreement, including but not limited to other agreements as it relates to
Services performed, time frame, Advisor Fees (as transacted on the
www.retailadvisorsnetwork.com) and other specific components of the parties
commercial arrangement, which the parties are unable to resolve, the matter
shall be decided by arbitration. The parties agree to jointly select an
arbitrator. If the parties cannot agree on the choice of arbitrator within five
(5) days from the date the notice of desire for arbitration was served, then an
arbitrator will be chosen, upon application by the parties, pursuant to the
Clients legal jurisdiction. Any decision reached pursuant to this Section shall
be final and binding upon the parties. Insofar as they do not conflict with the
Terms – Client payment is due to Advisor within 10 business days of completed
work. The Advisor reserves the right to
suspend any or all Services if any account(s) remains outstanding for over 20
business days, and to continue such suspension until such account(s) are paid
in full. All payments must be made via
10 – REPRESENTATIONS AND WARRANTIES
and Advisor Representations and Warranties – The Client and the Advisor
represents and warrants the following and acknowledges that both parties are
relying on these representations and warranties in entering into this Agreement
or any Supplemental Services Contract
and in providing the Services agreed upon: (a) Bankruptcy, etc. – No bankruptcy,
insolvency or receivership proceedings have been instituted or are pending
against either party and either party is able to satisfy its liabilities as
they become due. (b) Due Authorization, etc. – The Client and the Advisor have
all necessary corporate power, authority and capacity to enter into this
Agreement or any Supplemental Services Contract and to perform its obligations
hereunder; the execution and delivery of this Agreement or any Supplemental
Services Contract and the consummation of the transactions contemplated by this
Agreement or any Supplemental Services Contract have been duly authorized by
all necessary corporate action on the part of the Client and Advisor. (c) Enforceability of Obligations – This
Agreement or any Supplemental Services Contract constitutes a valid and binding
obligation of the Client and the Advisor in accordance with its terms, provided
that enforcement may be limited by bankruptcy, insolvency, liquidation,
reorganization, reconstruction and other similar laws generally affecting
enforceability of creditors’ rights and that equitable remedies such as
specific performance and injunction are in the discretion of the court from
which they are sought.
Last Updated: October 27, 2016
This policy applies to information we collect on sites owned or controlled by WWSI. We may link to other websites over which we have no control. WWSI is not responsible for the privacy policies or practices of other websites. You may wish to review the privacy policies of those sites so you can understand how they collect, use and share your information.
INFORMATION WE COLLECT
We collect information about you when you use our sites. For example, depending on the services you use, we may collect:
- Your name
- Contact information such as address, email address, telephone number
- Information about your education, occupation, skills and experience, awards, memberships and affiliations, activities and interests
- Information imported by you or your connections from third party applications
- Information about third parties, such as references or contacts, that you provide to us if you have their express written consent to do so
- Your preferences, occupation, career history, interests and favorites
- Your age, gender, if permitted by local law and you choose to provide it
We automatically collect information about you depending on how you use our sites, the areas of our site that you visit, as well as information about your computer or mobile device including your IP address, device ID, physical location, browser and operating system type, and referring URLs. This information is necessary for providing personalized and location-based content as well as for analyzing the use of resources, troubleshooting problems, preventing fraud, and improving our services. We may combine this information with information in your account to help prevent fraud.
If you choose to login with Facebook, we import the information that you choose to share with us by logging into that platform or site, and we make it part of your profile. Because WWSI sites are intended to allow you to share your information and to allow others to find you, we make certain information about you available within our sites.
WWSI MAY MONITOR COMMUNICATIONS AND INTERACTIONS
At our discretion, we, or technology we employ, may monitor and/or record your interactions with the Site or Service.
HOW WE USE INFORMATION
We use the information we collect to provide our services, respond to you, operate and improve our sites, and foster a positive user experience. Our services include providing an online platform that connects Clients with Advisors to communicate and transact.
By registering with WWSI, by managing your profile, or by opting in when presented with choices, you have consented for us to use your information in the following ways:
- to post your profile based on information that you have provided to us, information imported from other sites or applications, or information provided to us by third parties;
- to provide personalized, targeted, or location-based content, services, and advertising from us and third parties;
- to allow you to contact other users or to invite others to join or create and account;
- to contact you about feature updates, informational and service-related communications, including important security updates;
- to provide you with additional communications, information, and promotions;
- to inform you of other products or services available from WWSI or its affiliates;
- to enable you to contact us and for us to respond to you to conduct surveys, promotions and contests, and to publish the results thereof;
- to help your friends, contacts, and potential employers find your profile or postings/listings and connect with you;
- to provide information about you and your potential interest in job postings to employer customers;
- to provide products and services that enable users to network, post information on bulletin boards, view and compare profiles;
- to generate internal reports about the use of our sites;
- to allow you to share jobs and profile information with your connections;
- to give search engines access to public information;
- to detect, investigate and prevent activities that may violate our policies or be illegal; and
- to make suggestions and draw inferences about you. For example, we may make suggestions about people you may know or additional jobs, products or services that might be of interest to you.
Some of our products and services, such as our searchable listing and profile database and networking, enable third parties to see your personal information and to contact you. Profile and posting/listing information may be used for networking with other community members or may be visible to Clients who are using WWSI sites.
Information you post on WWSI may be accessed, used, and stored by others around the world, including those in countries that might not have legislation that guarantees adequate protection of personal information as defined by your country of residence. While WWSI takes measures to safeguard your information from unauthorized access or inappropriate use, WWSI does not control these third parties and we are not responsible for their use of information you give to us. Accordingly, you should not post sensitive information, or any other information you would not want made public, to any WWSI site.
We use data we have about you to determine whether you might be interested in listings, products or services of a particular third party. We show you targeted ads on our sites or other sites with which we have a business relationship. These ads are targeted based on information we collect about you and information about you we acquire from third parties.
HOW WE SHARE INFORMATION
One of our primary purposes is to provide you with a platform to broadcast the information in your postings/listings and profile widely in order to maximize your business prospects. We do not share information with third parties for their direct marketing purposes unless you affirmatively agree to such disclosure. We disclose your information as set forth below:
1. We share your information with third parties who help deliver our services to you. Examples include hosting our web servers, including database storage, analyzing data, providing marketing assistance, and providing customer service. These companies will have access to your personal information as necessary to perform their functions, but they may not use that data for any other purpose.
2. We may disclose information to third parties if you consent. For example:
you opt in to receive information about the opportunities, products, or
services of third parties, we supply your contact information to those third
parties so they may contact you;
(b) if you previously chose to receive newsletters, commercial e-mails or other communications from WWSI or third parties, but subsequently change your mind, you may opt out in those emails or by editing your account profile as described above.
We also share aggregated information (including location data) about WWSI site visitors with third parties to serve advertisements to you on our sites or other sites with which we have a business relationship. We may also aggregate data regarding job qualifications, schooling, age, experience level or other information relevant to the job search. This aggregated data does not identify users individually, and may be made available to clients, advisors or community members.
3. We disclose information if legally required to do so, or at our discretion pursuant to a request from a governmental entity or if we believe in good faith – after considering your privacy interests and other factors – that such action is necessary to: (a) meet legal requirements or comply with legal process; (b) protect our rights or property or our affiliated companies; (c) prevent a crime or protect national security; or (d) protect the personal safety of users or the public.
4. We may disclose and transfer information to a third party who acquires any or all of WWSI’s business units, whether such acquisition is by way of merger, consolidation or purchase of all or a substantial portion of our assets. In addition, in the event WWSI becomes the subject of an insolvency proceeding, such information will be disposed of in a transaction approved by the court. You will be notified of the sale of all or a substantial portion of our business to a third party by email or through a prominent notice posted on the site.
HOW WE STORE INFORMATION
We retain all the information we gather about you in an effort to make repeat use of our sites more efficient, practical and relevant until you change or remove your personal data as described below. You may access, review, correct, update, change or delete your profile or postings/listings at any time. Log into your account, go to your profile or posting/listing and make the desired changes.
Access to or correction, update, or deletion of your personal information may be denied or limited by WWSI if it would violate another person’s rights and/or as otherwise permitted by applicable law. If you delete or close your account or account profile information altogether, you must do so on our Site. The archival copy is retained only for as long as needed for audit and record purposes. We will also keep logs and information that may relate to your activity on the site.
We will respond to information access requests without undue delay of receipt and in any event within 30 days. If we require additional time to provide access to your information, we will acknowledge receipt of your request within 30 days and promptly supplement our response within the time period required by applicable law.
If you are an Advisor and have not logged onto WWSI for an extended period, we may make your profile unsearchable. Separately, if you do not log into your account for a significant period of time, it may expire and be scheduled for deletion. Expired accounts are deleted on a periodic basis. Our current expiration period is approximately 36 months; we may extend or reduce this period in order to adjust to changing business patterns. If we change the period, we will update this notice. You will always receive an email from us before we delete your profile in this manner.
You are responsible for keeping your username and password secret.
WWSI takes appropriate measures to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, the Internet is an open system and we cannot guarantee that unauthorized third parties will not be able to defeat those measures or use your personal information for improper purposes.
WWSI is not intended for, nor do we knowingly collect information from, children under the age of majority (18).
WWSI endeavors to comply with applicable law for the international transfer of your personal information.
DATA STORAGE AND PROCESSING
Your data is submitted to WWSI and is hosted and stored in a database on servers situated at our 3rd party provider. WWSI is the legal entity determining the purposes and means of processing the information gathered on WWSI sites and is the data controller of all data stored in the WWSI database.
Cookies: WWSI uses “cookies” to help personalize and maximize your online experience, including for storing user preferences, improving search results and ad selection, and tracking user trends. A cookie is a text file stored on your computer. Cookies store bits of information that we use to help make our site work. They can’t run any code and don’t contain viruses. No one can read our cookies except us.
- Security: These cookies allow us to secure access to your account.
- Preference: These cookies are used to store your preferences like language choice and display of job search results.
- Analytics: We track traffic patterns so we can identify popular content and potential problems.
- Advertising: We use non-identifiable information about you to show you advertising.
Some cookies will remain on your computer after you have left our site. We may also allow other companies to display advertisements to you while you are using our sites. Because your web browser must request these advertisements from the other companies’ servers, these companies can view, edit or set their own cookies, just as if you had requested a web page from their site. WWSI has no control over, and is not responsible for, the practices of those third party advertisers. The data stored in these cookies is anonymous and the information is not linked to your personally identifiable information without your permission. The cookies placed by our third party ad servers may remain on your computer after you have left our site for many years unless you choose to delete them.
WWSI may use third parties to help provide analytics services and to serve advertisements. You can opt out of third party cookies by setting your browser to decline cookies. Otherwise, if you do not wish to allow your session visitation information on our sites to be aggregated and analyzed by third parties to tailor dynamic content to your specific interests, you may utilize the following opt out mechanism.
Please note if you delete your browser cookies, your opt-out cookie will also be deleted. Additionally, if you change computers or web browsers, you will need to opt out again.