Terms of service

‍Please read these Terms of Service (“Terms”) carefully as they contain important information about your legal rights, remedies and obligations.

You acknowledge and agree that by clicking on "I agree", or by executing an enterprise agreement ("Enterprise Agreement") with Oli that references these Terms on behalf of a nominated company or organization ("Company" or “Companies”, as applicable), you agree that the company or organization will be bound by these terms as a Company. You warrant and represent that you have full capacity and authority to enter into these Terms on behalf of the Company as a company or organization.

Please note: Section 11 of these Terms contains an arbitration clause and class action waiver that applies to all Oli Users. It affects how disputes with Oli are resolved. By accepting these Terms, you agree to be bound by this arbitration clause and class action waiver. Please read it carefully.

Thank you for using Oli!

These Terms constitute a legally binding agreement ("Agreement") between You (as defined below) and Oli (as defined below) governing your access to and use of the Oli website, including any subdomains thereof, and any other websites, through which Oli makes its Oli Services available (collectively, "Site"), our mobile, tablet and other smart device applications for its registered Users (defined below), and application program interfaces (collectively, "Software Application") and all associated services, including, but not limited to, the HR Services, whether provided through the Site, email or any other method (collectively, "Oli Services"). The Site, Application and Oli Services together are hereinafter collectively referred to as the “Oli Platform”. Our Payment Terms and Policies applicable to your use of the Oli Platform are incorporated by reference into this Agreement and can be accessed via the Oli Platform.

When these Terms mention “Oli”, “we,” “us,” or “our,” it refers to OliveCorp Software Inc. doing business as “Oli”, a company incorporated pursuant to the federal laws of Canada and located at 2500-1 Dundas St West, Toronto, ON M5G 1Z3, and our subsidiaries (as applicable).

Our collection and use of personal information in connection with your access to and use of the Oli Platform is described in our Privacy Policy.

Any and all payment processing Oli Services through or in connection with your use of the Oli Platform ("Payment Services") are provided to you by Oli or one or more Oli entities (individually and collectively, as appropriate, "Oli") as set out in the Payments Terms of Service ("Payments Terms").

Users (as defined below) alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Listings (as defined above), Applications (as defined below) and Oli Services, as applicable.

Table of Contents ‍

1. Scope of Oli Services
2. Eligibility, Using the Oli Platform, User Verification
3. Modification of these Terms
4. Content
5. Service Fees and Taxes
6. Prohibited Activities
7. Term and Termination, Suspension and other Measures
8. Disclaimers
9. Liability
10. Indemnification
11. Dispute Resolution
12. Feedback
13. Applicable Law and Jurisdiction
14. General Provisions
    

1. Scope of Oli Services

1.1 General.

‍The Oli Platform is an online service that allows Companies to browse, screen, track and collaboratively manage its hiring process, as well as be used for additional services such as job postings (“Listings”), employee onboarding, management and payroll, to provide a facility of storing recruitment of employment data of Professionals, and such other services related to human resource management (collectively, the “Services”). The Oli Platform is made available for use only by individuals (“Professionals”) searching for employment openings, seeking to submit applications to Listings (“Applications”) or other services or information related to their personal employment or job search, with Companies that are in turn seeking Professionals, or seeking to make available information regarding employment openings, on their behalf or on the behalf of other Companies (any User that is registered on the Oli Platform for a third-party’s benefit are “Agents”). You acknowledge and agree that your license to use the Oli Platform shall be automatically revoked upon your attempt to use the Oli Platform or Oli Services for any other purpose.

1.2 No Guarantee.

‍While we may help facilitate the resolution of disputes, Oli has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings, Applications or Services, (ii) the truth or accuracy of any Listings or Applications posted or submitted by Users on the Oli Platform or any other Collective Content (as defined below), (iii) the performance of any obligation owing by any User to any other User, (iv) the acts or omissions of any User, or (v) the timeliness of communication on or through the Oli Platform or otherwise between Users. Oli does not endorse nor make any representations about any User or Listing or Applications posted or submitted by any User. Furthermore, Oli takes no responsibility toward, and makes no representation about, whether or not any Users are in compliance with any legal, regulatory and licencing requirements in the course of using the Oli Platform or engaging other Users through Listings, Application, Services or otherwise.

1.3 Verification.

‍Any references to a User being "verified" (or similar language) only indicate that the User has completed the relevant process, on the Oli Platform or through a third-party service provider engaged by Oli, for attempting to ensure the User exists and nothing else. Oli reserves the right to require Users to be verified to create a Listing, submit an Application or otherwise use the Olvie Platform and/or certain Oli Services, or any part thereof. Any such description is not an endorsement, certification or guarantee by Oli about such User, including of the User’s identity or background or whether the User is trustworthy, safe or suitable. Users should always exercise due diligence and care when deciding whether to submit a Listing or Application, or communicate and interact with other Users, whether online or in person.

1.4 Your Relationship With Us.

‍If any Company or Professional (individually the “User" or collectively the “Users” or, where applicable, “You” or “Your”) chooses to use the Oli Platform or Oli Services, their relationship with Oli is limited to being a customer or third-party service provider (as applicable) and not an employee, agent, independent contractor, joint venturer or partner of Oli for any reason, and each party acts exclusively for their own behalf and for their own benefit, and not on behalf, or for the benefit, of Oli. Oli does not, and shall not be deemed to, direct or control any Users generally or in their performance under these Terms specifically, including in connection with their use of the Oli Platform. Companies acknowledge and agree that they have complete discretion whether to agree to use the HR Services or otherwise engage in other business or employment activities. Oli does not have any authority to act or make employment decisions on behalf of Companies or Professionals. Users are each responsible for their own performance, handling of communications, and decisions between each other, as applicable.

1.5 Promoting Oli.

‍To promote the Oli Platform and to increase the exposure of Listings to potential Professionals, certain information and Collective Content (but not including any personal identifying information) may be displayed on other websites, in applications, within emails, and in online and offline advertisements (“External Sources”). Any display of Listings or other content on External Sources is not a representation regarding the legal nature of the role (for example, between a short-term contract position vs. a long-term employment position) or the attributes of the Company. Not all Listings may be displayed on External Sources, nor does the fact that a Listing was displayed on an External Source mean that the Listing is endorsed or certified by Oli in comparison to Listings which are not displayed on External Sources.

1.6 Translations.

‍To assist potential users of the Oli Platform who speak different languages, the posted information and other Collective Content may be translated, in whole or in part, into other languages. Oli cannot guarantee the accuracy or quality of such translations and the Users are responsible for reviewing and verifying the accuracy of such translations. The Oli Platform may contain translations powered by Google or another third-party service provider. Any third-party service provider that provides translation services on the Oli Platform disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.7 Third Party Oli Services.

‍The Oli Platform may contain links to or integrations with third-party websites, resources, products or services (“Third-Party Services”). Such Third-Party Services may be subject to different terms and conditions and privacy practices. Oli is not responsible or liable for the availability, accuracy or completeness of such Third-Party Services; the content, products or services available from such Third-Party Services; or any losses incurred by Users from any non-operating state of Third-Party Services. Links to or integrations with such Third-Party Services are not an endorsement by Oli of such Third-Party Services. Please be aware that any goods and services provided by Third-Party Services may be subject to separate terms and conditions and liability waivers, as well as local laws and regulations. Some areas of the Oli Platform may implement or provide information provided by third-party APIs, which are subject to additional terms and conditions imposed by third-parties. For example, the Oli Platform may include Google Maps/Earth mapping services, which is subject to the current versions of Google Maps/Google Earth Additional Terms of Service and Google Privacy Policy.

1.8 Service Availability.

‍Due to the nature of the Internet and telecommunication services, Oli cannot guarantee the continuous and uninterrupted availability and accessibility of the Oli Platform or any Third-Party Services. Oli may restrict the availability of the Oli Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Oli Platform. Oli may improve, enhance and modify the Oli Platform and to introduce, remove, change or update any Oli Services from time to time. Oli may reject, remove or limit visibility to any User Content (as defined below), and Oli may disable any account or restrict your ability to use all or parts of the Oli Platform, for any or no reason without notice. Oli reserves the sole discretion and right to remove any services, features, functionality, content or accounts that Oli feels is in Oli’s interests of User’s interests, and may not always give a reason why the same was removed.

1.9 Compliance.

‍Each User alone are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their use of the Oli Platform and the Oli Services, including any actions, inactions and interactions on or through the Oli Platform. For example, each province and territory in Canada has its own set of employment standards and regulations that employers and employees must follow. These laws and regulations cover various aspects such as recruitment practices, minimum wage, hours of work, restrictions against human rights discrimination and the protection of personal information. In certain industries, as well as in certain provinces, Companies may have to comply with additional requirements when using certain Oli Services (such as complying with minimum legal requirements when publishing Listings). Users are each alone responsible for identifying and obtaining any required licenses, permits or registrations for their use of the Oli Platform. Certain uses of Oli Services may be prohibited altogether. Penalties may include fines or other enforcement. We may provide some information on the Oli Platform to help you identify some of the obligations that apply to you. If you have questions about how local laws apply to the Oli Platform, you should always seek independent legal guidance.

2. Eligibility, Using the Oli Platform, User Verification

2.1 Eligibility.

‍In order to access and use the Oli Platform you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the jurisdiction in which you are established and able to enter into legally binding contracts. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18).

2.2 Account Registration.

‍You must register an account ("User Account") to access and use many features of the Oli Platform. If you are registering a User Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided for in these Terms.

2.2.1 Accuracy of Account Information.

‍You must provide accurate, current and complete information during the registration process and keep your User Account and public profile page information up-to-date at all times. Failure to provide accurate, current and complete information may cause delay and disruptions to your use of the Oli Platform, including the inability to successfully publish Listings or submit Applications (as applicable), or where Oli cannot obtain any required information within a reasonable period of time, Oli may terminate your User Account and/or cancel any of your Listings or Applications.

2.2.2 Account Limit.

‍You may not register more than one (1) User Account unless Oli authorizes you to do so. You may not assign or otherwise transfer your User Account to another party.

2.2.3 Account Confidentiality.

‍You are responsible for maintaining the confidentiality and security of your User Account credentials (“Credentials”) and may not disclose such information to any third party. You are also responsible for maintaining the confidentiality and security of any information submitted to Oli or the Oli Platform, including information submitted on behalf of an additional User under your User Account, and you may not disclose any such information to any third party. You must immediately notify Oli if you know or have any reason to suspect that any information under your User Account or your Credentials have been lost, stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your User Account. You are liable for any and all activities conducted through your User Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your Credentials).

2.3 Additional Requirements.

‍Oli may make access to and use of the Oli Platform, or certain areas or features of the Oli Platform, subject to certain conditions or requirements, such as completing a verification process or submission of required information (such as articles of incorporation, driver’s license, identification details, entity verification documents or third-party verification).

2.4 Additional Terms and Policies.

‍The access to or use of certain areas and features of the Oli Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Oli Platform, each of which shall form part of these Terms hereof. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Oli Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions. Each of these latter terms and conditions form part of these Terms.

2.5 Government Embargos.

‍You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your service(s) are located or take place in a country that is subject to a Canadian Government embargo, or that has been designated by the Canadian Government as a "terrorist supporting" country, and (ii) you are not listed on any Canadian Government list of prohibited or restricted parties.

2.6 User Verification.

‍User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports or request that you obtain report from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available). Notwithstanding the foregoing, Oli does guarantee the validity or authenticity of any User, Listing or Application, and Users are cautioned to verify the validity of the same before taking an adverse action regarding their current circumstances. Each Professional is solely responsible for verifying the accuracy of any Company or Listing. Each Company is solely responsible for verifying the accuracy of any Professional or Application.

2.7 Third-Party Verification Services.

‍When you create a User Account, Oli may require that you verify your identity through different options, including verification via a third-party service (“Third-Party Verification Services”). Oli does not verify the identity of any User and is not responsible for verifying any User prior to their use of the Oli Platform. When using any Third-Party Verification Services, you will be providing your information to and engaging directly with the Third-Party Verification Services. In the event that you use Third-Party Verification Services, you agree the Third-Party Verification Service is solely responsible any collection, use, storage, processing, or loss of data you provide to them, and any legal obligations related to such activities, including the capture or storage of any personal information, data or identifiers.

3. Modification of these Terms

Oli reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Oli Platform and provide advance notice of such modifications, whereby the notice period thereof shall be stated in the notice. Changes to these Terms shall be effective upon the end of the notice period as specified in the notice, and you understand and agree that if you use the Oli Platform after the date on which the Terms have changed, Oli will treat your access to or use of the Oli Platform as acceptance of the revised Terms. If you disagree with the revised Terms, you may terminate this Agreement with immediate effect and stop using the Oli Platform. If you do not terminate your Agreement, your continued access to the Oli Platform or use of Oli Services will constitute acceptance of the revised Terms.

4. Content

4.1 General.

‍Oli may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, documents, images or other materials and information on or through the Oli Platform ("User Content"); and (ii) access and view User Content and any content that Oli itself makes available on or through the Oli Platform, including proprietary Oli content and any content licensed or authorized for use by or through Oli from a third party ("Oli Content" and together with User Content, "Collective Content").

4.2 Intellectual Property Rights.

‍The Oli Platform, Oli Content, and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Canada and other countries. You acknowledge and agree that the Oli Platform and Oli Content, including all associated intellectual property rights, are the exclusive property of Oli and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Oli Platform, Oli Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of Oli used on or in connection with the Oli Platform and Oli Content are trademarks or registered trademarks of Oli in Canada and abroad. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Oli Platform, Oli Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

4.3 Restrictions on Use of Oli Content.

‍You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Oli Platform or Collective Content, except to the extent you are the legal owner of certain User Content or 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 Oli or its licensors, except for the licenses and rights expressly granted in these Terms.

4.4 Your IP Usage Rights.

‍Subject to your compliance with these Terms, Oli grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the Application on your personal device(s); and (ii) access and view any Collective Content made available on or through the Oli Platform and accessible to you, solely for your personal and non-commercial use.

4.5 Grant of Licence.

‍By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Oli Platform, you grant to Oli a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Oli Platform, in any media or platform. Insofar as User Content includes personal information, such User Content will only be used for these purposes if such use complies with applicable data protection laws in accordance with our Privacy Policy. Unless you provide specific consent, Oli does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

4.6 Content Uploaded By Users.

‍Users are solely responsible for all User Content that Users make available on or through the Oli Platform. Accordingly, Users represent and warrant that: (i) Users either are the sole and exclusive owner of all User Content that Users make available on or through the Oli Platform or Users have all rights, licenses, consents and releases that are necessary to grant to Oli the rights in and to such User Content, as contemplated under these Terms; and (ii) neither the User Content nor Users posting, uploading, publication, submission or transmittal of the User Content or Oli's use of the User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, 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 regulation.

4.7 Restrictions on Content Submissions.

‍Users will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates these Terms or any other Oli policy. Oli may, without prior notice, remove or disable access to any User Content that Oli finds to be in violation of applicable law, these Terms or Oli’s then-current policies, or otherwise may be harmful or objectionable to Oli, the userbase of the Oli Platform, any other third parties, or property.

4.8 Respecting Copyrights.

‍Oli respects copyright law and expects all Users to do the same. If you believe that any content on the Oli Platform infringes copyrights you own, please contact us.

5. Fees

5.1 Service Fees.

‍Access to the Oli Platform and certain Oli Service may be free, while others may have costs associated with them. Oli may charge fees to Companies on a subscription basis ("Service Fees") in consideration for their use of the Oli Platform. Service Fees will be added to the Total Fees (defined below) and charged to the Company as part of the Total Fees. Companies are responsible for paying any Service Fees (and any applicable Taxes) that Companies owe to Oli. Except as otherwise provided on the Oli Platform, Service Fees are non-refundable. For more information on Service Fees, please contact us at oli@ocsoftware.ai.

5.2 Collection of Fees.

‍Any applicable Service Fees (including any applicable Taxes) will be displayed to or otherwise shared with a Company upon registering a User Account and selecting a subscription option to use and access the Oli Platform (“Subscription”). Certain portion of the Oli Platform and/or Oli Services may only be used upon payment of applicable Services Fees. All applicable Service Fees under a Subscription will be charged upon purchase and when a valid Payment Method has been provided, unless states otherwise by our Payment Policies.

5.3 Subscription Terms.

‍Upon agreeing to a Subscription, Company shall be bound by the minimum term indicated as part of such Subscription (“Term”) and shall be responsible for the applicable Service Fees thereof. The Term may be one month, which means that the Company has subscribed for a month-to-month Subscription (“Monthly Subscription”), annual, which means that the Company has subscribed for an annual Subscription (“Annual Subscription”), or such other term of subscription (such as customized Subscriptions for terms exceeding one (1) calendar year or covering multiple sites, subsidiaries or affiliates of Company) as indicated prior to Company confirming which Subscription it has selected and agreed to (“Other Subscription”). Oli may offer certain discounts in the event that you agree to a longer Term, such as an Annual Subscription.

5.4 Subscription Renewal.

‍PLEASE BE ADVISED THAT YOUR SUBSCRIPTION TO THE OLI PLATFORM RENEWS AUTOMATICALLY ON THE RENEWAL DATE. IF YOU ARE PAYING BY CREDIT CARD, AUTOMATED CLEARING HOUSE OR DIRECT DEPOSIT, YOUR CREDIT CARD OR BANK ACCOUNT (AS APPLICABLE) WILL BE AUTOMATICALLY CHARGED ON THE RENEWAL DATE. IN SOME CASES, OLI MAY OFFER ALTERNATIVE PAYMENT METHODS, SUCH AS POST-DATED CHEQUES, WHICH SHALL BE DEPOSITED EFFECTIVE UPON THE DATE THAT SUCH POST-DATED CHEQUE RELATES TO. Upon being charged, Oli shall send the Company a receipt for payment.

5.5 Change of Fees.

‍Oli reserves the right to change the Service Fees applicable to any Subscription at any time by posting such changes on the Oli Platform. Such fee changes will not affect any Subscription agreed to prior to the effective date of the fee change. Upon a renewal of any Subscription, the updated Service Fee shall apply to the renewal. Oli may, at any time, upon notice of at least 30 days advance notice, or a longer period if required by applicable law, change the Service Fees applicable to any Subscription, or any part thereof, or institute new charges or fees. If Company is subscribed for a Term which has been prepaid, price changes and institution of new charges implemented after your prepayment will go into effect for Company’s next Term and the updated fees will be subtracted from your prepayment. If you do not agree to any such price changes, then your sole remedy is to cancel the Subscription and stop using the Oli Platform prior to the commencement of the renewal subscription period for which the price change applies. You are at all times responsible for initiating the cancellation of any Subscription to the Oli Platform.

5.6 Non-Payment.

‍If your Payment Method is not accurate, current and complete or otherwise cannot be charged, Oli will notify you and you will need to update your payment information. In the event you do not update your payment information within 15 days of Oli’s notice, your access to the Oli Platform and/or Oli Service may be suspended and you will need to update your card information in order to resume use of the Oli Platform. There will be no refunds or credits for partial months of service. Oli may participate in programs supported by your credit card provider to try to update your payment information, and you authorize Oli to continue billing your account with the updated information that Oli obtains.

5.7 Cancellation of Subscriptions.

‍If you cancel your Subscription, or your Subscription is suspended for any other reason, Oli will not issue any refunds for any portion of Service Fees paid.

5.8 Corrections to Fees.

‍Oli reserves the right to make changes to and correct errors in quoted prices within 30 days of you subscribing to a Subscription. Oli will notify you if there are any changes or correction to any Service Fees, and whether such change or correction is due to error or other type of adjustment. You will have 30 days from the date of being notified by Oli hereunder to cancel your Subscription. If you fail to cancel your Subscription within the applicable 30 days, you agree to pay the corrected or changed Service Fee as if the corrected or changed Service Fee were presented to you at the time of originally making your Subscription.

5.7 Taxes.

‍All Service Fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which Oli may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties (collectively, “Tax” or “Taxes”).

5.8 Tax Information.

‍In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Oli may issue on your behalf invoices or similar documentation for HST, GST, consumption or other Taxes for Oli to facilitate accurate tax reporting by you.

6. Prohibited Activities

6.1 General.

‍Users are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Oli Platform. In connection with your use of the Oli Platform, you will not and will not assist or enable others to:

• breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms or Policies;
• provide any false, fake or fictitious information to Oli or any other User;
• Submit Listings, Applications or other User Content in bulk by automated means, other than by automated tools that the Oli Platform explicitly offers or that have been otherwise agreed to in writing by Oli;
• submit Listings, Applications or other User Content (including webforms or links in a resume, User profile or application) that are malicious, fraudulent or spam;
• access any data, including personal data, by automated means or otherwise, without permission;
• send unsolicited commercial messages or any other unlawful communications to Users;
• imitate or impersonate another person, or create false or misleading User Accounts;
• contact Users which have requested not to be contacted anymore;
• promote or encourage illegal activity, including promoting pyramids schemes, multi-level marketing programs, jobs that require advance payment by Professionals, or any other topic or User Content which Oli deems detrimental to the Oli Platform or Users;
• use the Oli Platform or Oli Service with the intent or effect of damaging, disrupting, disabling, harming, impairing, interfering with, intercepting, expropriating or otherwise impeding the Oli Platform or Olvie Services, the appearance of the Oli Platform or any Oli systems;
• use the Oli Platform or Collective Content for any commercial, religious, political or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Oli endorsement, partnership or otherwise misleads others as to your affiliation with Oli;
• copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Oli Platform in any way that is inconsistent with Oli’ Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third parties;
• use the Oli Platform in connection with the distribution of unsolicited commercial messages ("spam");
• contact another User for any purpose other than job recruitment activities, human resources activities, or use of the Oli Platform, including, but not limited to, recruiting or otherwise soliciting any other User to join third-party services, applications or websites, without our prior written approval;
• use the Oli Platform in any way which contravenes these Terms and Oli’s Privacy Policy;
• request, accept or make full or partial payment for any Service Fees outside of the Oli Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Oli harmless from any liability for such payment;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any violent, harmful, abusive or disruptive behavior;
• engage in any violence, harassment or sexual misconduct against anyone;
• engage any communications that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another’s privacy, portrays another in a false light, is hateful, and/or racially, ethnically and/or otherwise objectionable;
• misuse or abuse any Oli Services, Listings or Applications as determined by Oli in its sole discretion;
• use, display, mirror or frame the Oli Platform or Collective Content, or any individual element within the Oli Platform, Oli' name, any Oli trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Oli Platform, without Oli' express written consent;
• Bypass any limitations or suspensions of functionality, including by automated means or otherwise;
• dilute, tarnish or otherwise harm the Oli brand in any way, including through unauthorized use of Collective Content, registering and/or using Oli or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Oli domains, trademarks, taglines, promotional campaigns or Collective Content;
• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Oli Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Oli or any of Oli' providers or any other third party to protect the Oli Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Oli Platform;
• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Oli Platform;
• export, re-export, import, or transfer the Application except as authorized by Canadian law, the export control laws of your jurisdiction, and any other applicable laws; or
• violate or infringe anyone else’s rights or otherwise cause harm to anyone.

6.2 Oli’s Rights.

‍You acknowledge that Oli has no obligation to monitor the access to or use of the Oli Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Oli Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms and Policies; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Oli in good faith, and to provide Oli with such information and take such actions as may be reasonably requested by Oli with respect to any investigation undertaken by Oli or a representative of Oli regarding the use or abuse of the Oli Platform.

6.3 Reporting Abuse.

‍If you feel that any User or third party using the Oli Platform you interact with, whether online or in person, 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 fraud or other illegal activity, (iii) engages in physical, sexual or emotional abuse, neglect or a risk of harm to another User or a third party using the Oli Platform, (iv) you suspect of breaking any laws, or (v) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Oli by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

7. Term and Termination, Suspension and other Measures

7.1 Term.

‍This Agreement shall be effective for the later of a 30-day term or the Term of your Subscription, at the end of which it will automatically and continuously renew for the later of a subsequent 30-day term or the renewal Term of your Subscription until such time when you or Oli terminate the Agreement in accordance with this provision.

7.2 Your Right to Terminate.

‍You may terminate this Agreement at any time by sending us an email. If you terminate this Agreement, any active Listings or Applications will be automatically terminated.

7.3 Oli’s Right to Terminate.

‍Without limiting our rights specified below, Oli may terminate this Agreement for convenience at any time and for any reason, with or without notice to You and without liability to You or any Third Party.

7.4 Termination for Breach.

‍Oli may immediately, without notice, terminate this Agreement and/or stop providing access to the Oli Platform if (i) you have materially breached your obligations under these Terms, (ii) you have violated applicable laws, regulations or third party rights, or (iii) Oli believes in good faith that such action is reasonably necessary to protect the personal safety or property of Oli, its Users or third parties (for example in the case of fraudulent behavior of a User).

7.5 Additional Remedies.

‍In addition, Oli may take any of the following measures against either Users, as applicable, (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, any applicable laws, regulations, or third party rights, (iii) Users have misrepresented or provided inaccurate, fraudulent, outdated or incomplete information, (iv) Users at any time fail to meet any applicable eligibility criteria to use the Oli Platform or register a User Account, (v) Oli becomes aware of or has received complaints about the performance or conduct of Users, (vi) Users have repeatedly failed to make payment when due or failed to respond to payment requests without a valid reason, (vii) for any amounts users owe under these Terms or the Payment Terms that are overdue or in default, or (viii) Oli believes in good faith that the below actions are reasonably necessary to protect the personal safety or property of Oli, its Users, or third parties, or to prevent fraud or other illegal activity:

• refuse to accept or delay processing any Listings or Applications;
• cancel any pending Listings or Applications;
• limit User access to or use of the Oli Platform and Oli Services;
• temporarily or permanently revoke Users from creating new Listings or submitting new Applications; and
• temporarily or in case of severe or repeated offenses permanently suspend your use of the Oli Services and stop providing access to the Oli Platform.

In case of non-material breaches and where appropriate, you may be given notice of any intended measure by Oli and an opportunity to resolve the issue to Oli's reasonable satisfaction.

7.6 Effect of Termination.

‍If we take any of the measures described above, you will not be entitled to any compensation whatsoever.

7.7 Access and Use of Platform on Termination.

‍When this Agreement has been terminated, you are not entitled to use the Oli Platform or any Oli Services. If your access to or use of the Oli Platform has been limited or been suspended or this Agreement has been terminated by us, you may not access and use the Oli Platform yourself, through an additional User or through a new User Account.

7.8 Survival.

‍Sections 4 and 7 to 14 of these Terms shall survive any termination or expiration of this Agreement.

8. Disclaimers

If you choose to use the Oli Platform, the Collective Content, any Oli Services, create a User Account or submit a Listing or Application, you do so voluntarily and at your sole risk. The Oli Platform, the Oli Services and the Collective Content is provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Oli Platform, Oli Services, the Listing, the Application, the User profile, laws, rules, or regulations that may be applicable to your use of the Oli Platform and Oli Services and that you are not relying upon any statement of law or fact made by Oli relating to such use.

If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.

‍You acknowledge and agree that, to the fullest extent provided by applicable law, Oli will not be liable to you or to any other person under any circumstances or under any legal or equitable theory, whether in tort, contract, strict liability, or otherwise, for any indirect, special, incidental, or consequential losses or damages of any nature arising out of or in connection with the use of or inability to use the Oli Platform or Oli Services. This disclaimer applies to any damages or injury arising from any failure of performance, error, omission, interruption, deletion, defects, delay in operation or transmission, lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, computer failure or malfunction, computer viruses, file corruption, communication failure, network or system outage, theft, destruction, unauthorized access to, alteration of, loss of use of any record or data, and any other tangible or intangible loss. Oli will not be liable for any defamatory, offensive, or illegal conduct of any User of the Oli Platform. Oli platform, and all Oli data, products, Oli Services, functionality, and other items included on or otherwise made available to you through the Oli Platform, are provided by Oli on an “as is” and “as available” basis. You acknowledge that, to the fullest extent provided by applicable law, your use of the Oli Platform is at your sole risk. This disclaimer constitutes an essential part of these terms of use.

The foregoing disclaimers apply to the maximum extent permitted by law. Users may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

9. Liability

THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC'S CONSUMER PROTECTION ACT, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Users acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of their access to and use of the Oli Platform, Oli Services and Collective Content, making, receiving or submitting any Listings or Applications via the Oli Platform (as applicable), use of our Payment Processor(s) (as defined in the Payment Terms), or any other interaction they have with other Users whether in person or online remains with the User. Neither Oli nor any other party involved in creating, producing, or delivering the Oli Platform, the Oli Services or the Collective Content, will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or Oli Services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Oli Platform, Oli Services or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons with whom Users communicate, interact or meet with as a result of their use of the Oli Platform, or (iv) from the placement, receipt or completion of a Listing or Application (as applicable), whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Oli 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. Except for our obligations to pay amounts to applicable Users pursuant to these Terms, in no event will Oli’s aggregate liability arising out of or in connection with these Terms and User’s use of the Oli Platform and Oli Services including, but not limited to, from the placement of any Listings via the Oli Platform (as applicable), or from the use of or inability to use the Oli Platform, Oli Services or Collective Content and in connection with any Payment Processor(s), or interactions with any other Users, exceed the amounts you have paid to Oli as a User in the twelve (12) month period prior to the event giving rise to the liability or one hundred Canadian dollars (CAD$100), if no such payments have been made, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Oli and the Users. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to certain Users. This does not affect Oli’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

10. Indemnification

To the maximum extent permitted by applicable law, Users agree to release, defend (at Oli’s option), indemnify, and hold Oli and its affiliates and subsidiaries, including but not limited to, Oli’s 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 breach of these Terms or our Policies,

(ii) your improper use of the Oli Platform or any Oli Services,

(iii) your, or anyone enrolled by you (if applicable), interactions and transactions with any User, creation or submission of any Listing or Application, participation in any Oli Services, use of any Payment Processor(s), including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, use or participation, or (iv) your breach of any laws, regulations or third party rights.

11. Dispute Resolution and Arbitration Agreement

11.1 Overview of Dispute Resolution Process.

Oli is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals that bring any claim against Oli:

1. an informal negotiation directly with Oli, and
2. a binding arbitration administered by The ADR Institute of Canada, Inc. (“ADRIC”) using its Arbitration Rules (as modified by this Section 11).

11.2 Pre-Arbitration Dispute Resolution and Notification.

‍Prior to initiating an arbitration, you and Oli each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Oli by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed in accordance with the Arbitration Rules (available at www.adric.ca/rules-codes/).

11.3 Agreement to Arbitrate.

Users and Oli mutually agree that any dispute, claim or controversy arising out of or relating to these Terms, the Payment Terms, or any other terms and conditions which apply to your use of the Oli Platform or Oli Services, or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Oli Platform, the Oli Services, the Payment Services, or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Oli agree that the arbitrator will decide that issue.

11.4 Exceptions to Arbitration Agreement.

‍Users and Oli each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction:

(i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;

(ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

11.5 Modification to ADRIC Arbitration Rules - Arbitration Hearing/Location.

‍In order to make the arbitration most convenient to you, Oli agrees that any required arbitration hearing may be conducted, at your option, (a) in Toronto, Ontario; (b) in any other location to which User and Oli both agree; (c) via phone or video conference; or (d) for any claim or counterclaim under $25,000, by using the Simplified Arbitration Rules of the ADR Institute of Canada, Inc..

11.6 Modification of ADRIC Arbitration Rules - Legal Fees and Costs.

‍Users and Oli agree that Oli will be responsible for payment of the balance of any initial filing fee under the AIDRIC Arbitration Rules in excess of $200 for claims of $50,000 or less. Users may be entitled to seek an award of legal fees and expenses if you prevail in arbitration, to the extent provided under applicable law and the Arbitration Rules. Unless the arbitrator determines that your claim was frivolous or filed for the purpose of harassment, Oli agrees it will not seek, and hereby waives all rights it may have under applicable law or the Arbitration Rules, to recover legal fees and expenses if it prevails in arbitration.

11.7 Arbitrator’s Decision.

‍The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

11.8 Jury Trial Waiver.

Users and Oli acknowledge and agree that all arbitrable Disputes that may arise is likely to involve complicated and difficult issues and, therefore, we are each irrevocably and unconditionally waiving any right to a trial by jury as to all arbitrable Disputes. Users acknowledge that they (a) have considered and understood the implications of this waiver, (b) have made this waiver knowingly and voluntarily, and (c) have been induced to enter into these Terms by, among other things, the mutual waivers and acknowledgements in this Section.

11.9 No Class Actions or Representative Proceedings.

Users and Oli acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Disputes. Further, unless Users and Oli both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 11.9 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “representative proceeding” waiver in this Section 11.9 is held unenforceable with respect to any Dispute, that waivers may be severed from this Arbitration Agreement and Users and Oli agree that any representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

11.10 Severability.

‍Except as provided in Section 11.9, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

11.11 Changes.

‍Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if Oli changes this Section 11 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), Users may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective. Rejecting a new change, however, does not revoke or alter Users’ prior consent to any earlier agreements to arbitrate any Dispute between Users and Oli (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between Users and Oli.

11.12 Survival.

‍Except as provided in Section 11.10 and subject to Section 7.8, this Section 11 will survive any termination of these Terms and will continue to apply even if Users stop using the Oli Platform or terminate their use of the Oli Platform and the Oli Services.

12. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Oli Platform (“Feedback“). Users may submit Feedback by emailing us, through the “Contact” section of the Oli Platform, or by other means of communication. Any Feedback that Users submit to us will be considered non-confidential and non-proprietary to Users. By submitting Feedback to us, Users grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to Users.

13. Applicable Law and Jurisdiction

The Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to conflict of law principles, and these laws apply to Oli Platform, notwithstanding your domicile, residency or physical location. Users hereby attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom, unless all parties agree to some other location.

The Oli Platform is intended for use only in jurisdictions where it may lawfully be offered for use.

14. General Provisions

14.1 Entire Agreement.

‍Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between Oli and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Oli and you in relation to the access to and use of the Oli Platform.

14.2 Relationship of Users.

‍No joint venture, partnership, employment, or agency relationship exists between Users and Oli as a result of this Agreement or their use of the Oli Platform.

14.3 No Third-Parties.

‍These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties.

14.4 Severance.

‍If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

14.5 Waiver.

‍Oli’ failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. 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 permitted under law. Page 17 of 17

14.6 Assignment.

‍Users may not assign, transfer or delegate this Agreement and their rights and obligations hereunder without Oli' prior written consent. Oli may, at its sole discretion, without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder. Users’ right to terminate this Agreement at any time remains unaffected.

14.7 Notices.

‍Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by Oli via email, Oli Platform notification, or messaging service (including SMS).

14.8 Questions.

‍If you have any questions about this Agreement please email us.

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