MPLOYNOW – TERMS AND CONDITIONS OF USE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY USING THE PLATFORM, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, YOU ARE OF LEGAL AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE TO FORM A BINDING CONTRACT WITH SHIRAH, AND YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND CONDITIONS (INCLUDING ANY LINKED DOCUMENTS REFERRED TO IN THEM), AS REVISED FROM TIME TO TIME. IF YOU ARE USING OR ACCESSING THE PLATFORM ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS AND CONDITIONS, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU ARE DISSATISFIED WITH THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE PLATFORM.

These Terms and Conditions are effective on the earlier of the date (a) you click to accept them, or (b) you first sign up for an account or otherwise use the Platform.

By using the Platform, you acknowledge Shirah’s Privacy Policy located at https://mploynow.shirah.co/privacy, as revised from time to time, and you consent and agree to our collection, use, and disclosure of personal information as described in it.

These Terms and Conditions govern your use of the Platform.

They are not a service agreement and they are not an employment contract. The commercial terms of a hire, including the fee, the service selected, the minimum commitment and the replacement guarantee, are set out in the separate service agreement between Shirah and the employer. An employment relationship, where one arises, is created by a separate contract of employment. Where those documents and these Terms and Conditions conflict, those documents prevail on their own subject matter.

Prices and service descriptions shown on the Platform are indicative and are confirmed in the service agreement. Nothing on the Platform is an offer capable of acceptance on its own.

This section matters more than any other on this page, because it decides who is legally the employer.

Managed embedded hire, permanent or project based. We recruit and vet a full time team member, and Shirah becomes the employer of record for that person in their own country. Shirah runs their payroll, makes the statutory deductions and contributions, and carries the obligations of an employer in that country. The employer directs the day to day work, makes the final hiring decision, and pays Shirah one fee.

Direct hire. We search, screen and vet. The employer employs the person directly, runs their own payroll, and carries every obligation of an employer. Shirah is not the employer and has no employment relationship with that person.

Direct hire with relocation. As direct hire, with the required advertising and the immigration process added. The employer employs the person on arrival.

Where Shirah is the employer of record, the employer acknowledges that it does not thereby become the employee's employer, and agrees not to act in a way that would create one, including by purporting to hire, discipline, dismiss, or vary the terms of employment of that person directly. Requests of that kind go through Shirah. The employer agrees to tell us promptly of anything that affects the employment relationship, including a health and safety incident, a grievance, an accommodation request or a performance concern, and to comply with the health and safety, working time and anti-discrimination obligations that apply to the people doing its work.

On every service, the employer makes the final hiring decision. Shirah does not decide who is hired.

Shirah does not charge candidates. There is no fee to create an account, to apply for a role, to be screened, to be vetted, to be presented to an employer, or to be placed. Our fees are paid by employers.

No employee, contractor or representative of Shirah is authorized to ask a candidate for money in exchange for a job, a placement, a referral, or faster consideration. If anyone does, report it to us at the address in the ‘Contact’ section below.

Applying for a role on the Platform, being shortlisted, being presented to an employer, or being interviewed, is not an offer of employment and does not guarantee that you will be hired. Employment begins only when a written offer is made and accepted.

Nothing on the Platform, and nothing said by anyone at Shirah, is a guarantee of a job, a wage, a start date, a visa, a work permit, or permanent residence. Delivery timelines described on the Platform, including any stated number of days to receive candidates, are targets and not commitments, and depend on the role, the market and the information the employer provides.

Where a service includes relocation, the outcome of any immigration application is decided by the immigration authority of the destination country. Shirah has no control over that decision or over processing times, and does not guarantee approval.

The information, materials, tools, and content available on the Platform are provided for general informational purposes only. They do not constitute legal, immigration, employment, tax or other professional advice, and should not be relied upon as a substitute for advice from a qualified professional in your jurisdiction. Employment and immigration rules differ by country and change frequently. Your use of or reliance on the Platform does not create a solicitor-client, consultant-client or other advisory relationship with Shirah.

Although we make reasonable efforts to keep information on the Platform current, we make no representations, warranties, or guarantees, whether express or implied, that content on the Platform is accurate, complete, or up to date.

You must register for an account to use most of the Platform, which requires a first name, last name, phone number, password, and an email address. Your account is personal to you, and you may not sublicense, transfer, sell, or assign it to any other person. You are responsible for maintaining the confidentiality of your username and password, and we recommend a strong password that you do not reuse. You agree not to disclose your username or password to any third party. Shirah may reject, or require that you change, your username or password.

You represent and warrant that you have not misrepresented any information provided in connection with your account. You must not impersonate any person or misrepresent your identity or affiliation with any person or entity, and you may only open one account for your own use.

You are solely responsible for all activities that occur under your account. If you become aware of any unauthorized use of your account, you must notify us immediately.

You may suspend or delete your account at any time. However, you acknowledge that we may retain records in accordance with our Privacy Policy, and that where we are or have been your employer of record we are legally required to keep employment and payroll records for a set period.

You are responsible for all mobile, cable, or other internet service provider charges incurred to access the Platform.

Hiring decisions, and immigration applications where they apply, depend on the accuracy of what is declared. You are responsible for the accuracy, completeness and currency of everything you enter or upload, and for the authenticity of every document you provide, including qualifications, credentials, employment history and right to work status.

Misrepresenting a qualification, a credential, a work history or a right to work is grounds for us to remove you from a process, to withdraw you from consideration, and to terminate your account. Where a relocation is involved, a false or misleading declaration to an immigration authority can carry consequences imposed by that authority, including refusal, findings of misrepresentation and bars on future applications. Shirah does not verify the authenticity of every document and is not responsible for those consequences.

Where you provide information about another person, including a referee or a family member, you represent that you have their permission, or the authority as their parent or legal guardian, to provide it.

If you use the Platform as an employer, the following applies to you in addition to everything else in these Terms and Conditions.

You represent that you are authorized to act for the business, that the business is genuine and carrying on the activity it describes, and that the role, wage, location and working arrangement you post are real and accurate.

You will comply with the employment, wage, health and safety, human rights and privacy obligations that apply to you and to the people doing your work, and where a role involves immigration you will comply with the programme conditions, including any advertising, wage and location requirements, and you will keep the records an inspection may require.

You will use candidate information only to assess candidates for the role you posted, will not retain or reuse it for another purpose, will not share it outside your business, and will delete it when your process ends. You will not use it to contact a candidate outside the Platform in order to avoid a fee.

You will not post a role you do not intend to fill, will not discriminate on any ground protected by applicable law, and will not use the Platform to source candidates on behalf of another business without telling us.

If you use the Platform as a candidate, you will apply only for roles you are genuinely interested in and eligible for, will keep your profile accurate, and will tell us if your availability or right to work changes.

You will treat what an employer shares with you during a process as confidential, and you will not use the Platform to solicit work for a third party or to advertise a service.

The Platform uses automated matching and ranking, called MIRA, to help find and order candidates for a role. MIRA compares what a role needs against what a candidate has told us and produces a match score and a ranking.

A match score is a way of ordering a shortlist. It is not an assessment of a person and it is not a decision. Every candidate presented to an employer has been reviewed by a person on our recruitment team, and the employer makes the final hiring decision. Employers must not treat a match score as a substitute for their own assessment, and must not use it as the sole basis for rejecting a candidate.

MIRA's output may be incomplete or wrong. Shirah is not liable for any loss arising from reliance on it, and this does not limit any liability that cannot be excluded under applicable law.

Fees for each service are as set out in the service agreement between Shirah and the employer, and where a monthly or instalment arrangement applies, on the schedule set out there. Prices shown on the Platform are indicative.

Where an employer authorizes a recurring payment, that authorization continues for the agreed number of payments and is not affected by a change in the individual placed. If a placed person leaves, the payment schedule continues, and the replacement guarantee in the service agreement is what addresses the departure. Those are two separate things and one does not suspend the other.

Shirah uses third party payment processors in processing payments and providing related payment services. You acknowledge that your use of those services is conditional on your acceptance of the processor's terms and policies. Personal information submitted during your use of a payment processor is subject to our Privacy Policy and to the processor's privacy policy.

You agree to pay the fees, including any applicable transaction and payment processing fees, and applicable taxes including harmonized sales tax, provincial sales tax, goods and services tax, value added tax, and any other similar taxes, duties, and charges imposed by any governmental entity on amounts payable by you, other than taxes imposed on Shirah's income, and you authorize us to charge your payment method for those fees and taxes.

If your payment method fails and you retain access to the Platform or to a placed individual's services, you agree to pay the corresponding fees within 30 days of notification. We reserve the right to suspend access, and to exercise the remedies in the service agreement, if we have not received payment. Shirah does not control and cannot disclose additional fees charged by your bank or card provider, including foreign transaction fees and currency conversion charges.

In the event of a suspected billing error, our policy is to issue a full and immediate refund, pending further investigation by management.

Fees are not refundable except in the case of a billing error, unless the service agreement says otherwise.

Where a replacement guarantee applies, it is set out in the service agreement, and it is a commitment to replace rather than to refund. Government fees, immigration fees, advertising costs and third party charges are not Shirah's fees and are not refundable by us.

For a summary of how Shirah collects, uses and discloses personal information on the Platform, including what we share with an employer and what we do not, please see our Privacy Policy located at https://mploynow.shirah.co/privacy.

You understand and agree that the Platform and its entire contents, features, and functionality, including all information, software, code, data, text, displays, graphics, photographs, images, video, audio, design, presentation, layout, selection, and arrangement, are owned by Shirah, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including copyright, trademark, patent, trade secret, and other proprietary rights.

Shirah grants you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable licence to use the Platform to access and use the end user functionality made available to your account type, subject to and conditional on your continued compliance with these Terms and Conditions.

“Shirah”, “MployNow”, “MIRA” and all related names, logos, product and service names, designs, images, and slogans are trademarks of Shirah or its affiliates or licensors. You must not use such marks without prior written permission. Other names and marks appearing on the Platform are the trademarks of their respective owners.

The Platform enables you to provide and upload content including messages, text, images, a CV, a portfolio, an introduction video, job descriptions and documents (collectively, “Your Content”). You acknowledge and agree that you are solely responsible for all of Your Content and the consequences of providing it. Your Content must comply with all laws and these Terms and Conditions.

You retain ownership of Your Content. You grant Shirah a worldwide, non-exclusive, royalty-free licence to host, store, index, cache, format, transmit and otherwise process Your Content solely in order to operate the Platform, present you to employers where you are a candidate, present your role to candidates where you are an employer, and provide the services you have engaged us for. That licence lasts as long as we hold Your Content under our Privacy Policy and no longer, and it does not permit us to use Your Content for any other purpose.

For clarity, Shirah does not use Your Content, your CV or your application content to train publicly available artificial intelligence models, and does not sell Your Content.

You represent that you own Your Content or have the necessary licences, rights, consents and permissions to provide it, and that its provision to Shirah and Shirah's use of it under this section will not violate the copyright, privacy, publicity, trademark, contract or other rights of any third party.

Shirah has the right, without notice, to remove or refuse to accept any of Your Content, to take such actions with respect to Your Content as we deem necessary or appropriate in our sole discretion, and to take appropriate legal action, including referral to law enforcement or any other governmental authority. Without limiting the foregoing, we will fully cooperate with any law enforcement authority or court order requiring us to disclose the identity or other information of anyone providing materials on or through the Platform.

Shirah has no obligation to monitor the Platform and does not undertake to review material that users submit.

You grant to Shirah a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable licence to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or feedback you provide.

As a condition of your access and use of the Platform, you agree that you may use it only for lawful purposes and in accordance with these Terms and Conditions. You warrant and agree that your use of the Platform shall not:

• Violate any applicable federal, provincial, local, or international law or regulation, including any employment, wage, human rights, immigration or privacy law, or the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, or the rights of publicity and privacy of others.
• Charge, or attempt to charge, a candidate any fee in connection with finding work.
• Post a role that does not exist, that you do not intend to fill, or whose wage, location or terms are misstated.
• Discriminate against a candidate on any ground protected by applicable law.
• Involve, provide, or contribute any false, inaccurate, misleading or fraudulent information, or any forged or altered qualification, credential or identity document.
• Contact a candidate or an employer outside the Platform in order to avoid a fee, where you were introduced to them through the Platform.
• Use any robot, spider, scraper, crawler, artificial intelligence, bot or other automated means to access the Platform for any purpose without our prior express written permission.
• Send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages.
• Include or contain any material that is exploitative, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit, violent, inflammatory, discriminatory, or otherwise objectionable, such determination to be made in Shirah's sole discretion.
• Impersonate or attempt to impersonate Shirah, a Shirah employee, an employer, a candidate, or any other person or entity.
• Harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses or candidate profiles, without their consent.
• Encourage any conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which may harm Shirah or its users or expose them to liability.
• Otherwise access or use the Platform beyond the scope of the authorizations expressly granted under these Terms and Conditions.

You will, and will not permit any third party to: (a) make the Platform available to, or use it for the benefit of, anyone other than yourself or your own business; (b) sell, resell, license, sublicense, distribute, rent or lease the Platform, or include it in a service bureau or outsourcing offering; (c) use the Platform to store or transmit infringing, libelous, obscene, defamatory or otherwise unlawful or tortious material, or material in violation of third-party rights, or any virus, Trojan horse, worm, or other software, script or code the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, system, software or data; (d) interfere with or disrupt the integrity or performance of the Platform; (e) attempt to gain unauthorized access to the Platform or its related systems or networks, or to any role, candidate or account you are not entitled to see; (f) alter, modify, reproduce, copy or make derivative works from all or any part of the Platform; (g) frame or mirror any part of the Platform; (h) access or use the Platform in order to build a competitive product or service or to benchmark against a non-Shirah product; (i) reverse engineer the Platform or any software used to provide it, to the extent such restriction is permitted by applicable law; (j) collect or harvest information from the Platform in a bulk or systematic way; (k) remove, alter, or obscure any proprietary notices; (l) probe, scan, or test the vulnerability of the Platform or breach its security or authentication measures; (m) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform; or (n) forge headers or otherwise manipulate identifiers to disguise your identity or the origin of any message.

Any unauthorized or prohibited use of the Platform or of Shirah's or any related third-party intellectual property may subject you to civil liability and criminal prosecution under applicable law.

We may terminate your access to and use of the Platform at our sole discretion, at any time and without notice to you. If Shirah determines, in its sole discretion, that you are in violation of any provision of these Terms and Conditions, Shirah may suspend or terminate your access without notice. Shirah shall not be liable for any damages of any nature suffered by you or a third party resulting from Shirah's exercise of its rights under these Terms and Conditions.

Termination of Platform access does not by itself terminate a service agreement, an employment contract, or any payment obligation already incurred. Those end only as their own terms provide.

YOU WAIVE AND HOLD HARMLESS SHIRAH AND ITS RELATED ENTITIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, OR SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY SHIRAH AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER SHIRAH OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.

Any provision of these Terms and Conditions that contemplates performance or observance subsequent to termination or expiration will survive and continue in full force and effect, including those relating to proprietary rights, privacy, warranties, disclaimers of warranties, indemnification, limitation of liability, remedies, and payment and taxes.

We are not responsible for third-party websites or materials that you access. The Platform may provide links to third-party websites. We make no representations about them, and if you choose to access any such site you do so at your own risk, subject to that site's own terms.

Shirah relies on third-party services, including Google Cloud, Mailchimp, payroll providers, verification providers and payment processors. These services are not operated or controlled by Shirah, and we are not responsible for their content or functionality. Your use of them is subject to their respective terms and conditions.

From time to time, Shirah may make certain features or functionality available to try at its option and which are clearly designated as beta, pilot, limited release, non-production, early access, evaluation, labs or by a similar description (the “Beta Services”). Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms presented at the time. Beta Services will not be provided unless you expressly opt in, and must not be relied upon in making a hiring decision or in preparing an immigration application.

YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH IT IS AT YOUR OWN RISK.

THE PLATFORM, ITS CONTENT, AND THE SERVICES OR ITEMS FOUND OR ATTAINED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER SHIRAH AND ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM OR ITS CONTENTS, OR WITH RESPECT TO THE SUITABILITY, HONESTY, CONDUCT OR PERFORMANCE OF ANY CANDIDATE OR ANY EMPLOYER.

WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM OR ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT PROVIDED BY LAW, SHIRAH WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN ALL CASES, SHIRAH’S LIABILITY TO YOU UNDER THESE TERMS AND CONDITIONS OR SHIRAH’S PRIVACY POLICY, OR FOR NEGLIGENCE IN CONNECTION WITH YOUR USE OF THE PLATFORM, SHALL BE LIMITED TO THE GREATER OF $100.00 OR THE TOTAL FEES YOU HAVE PAID TO SHIRAH FOR YOUR USE OF THE PLATFORM IN THE SIX (6) MONTHS PRECEDING THE CLAIM, AS LIQUIDATED DAMAGES, NOT AS A PENALTY, AND AS YOUR SOLE AND EXCLUSIVE REMEDY. THIS SECTION LIMITS LIABILITY ARISING FROM THE PLATFORM. IT DOES NOT LIMIT ANY OBLIGATION OWED UNDER A SERVICE AGREEMENT OR UNDER A CONTRACT OF EMPLOYMENT, WHICH ARE GOVERNED BY THEIR OWN TERMS AND BY APPLICABLE EMPLOYMENT LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, SHIRAH, ITS SUPPLIERS, CONTENT PROVIDERS, LICENSORS, AND THEIR RESPECTIVE MANAGERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, SERVANTS, CONTRACTORS AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES FOR ANY REASON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF THE ABOVE LIQUIDATED DAMAGES SHOULD FAIL IN THEIR ESSENTIAL PURPOSE. THIS INCLUDES ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, MISSED DEADLINES, OR OTHER LOSSES, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN ADDITION, SHIRAH WILL NOT BE LIABLE FOR AND EXPRESSLY DISCLAIMS ANY LOSSES, DAMAGES, OR DELAYS RESULTING FROM: THE ACTS OR OMISSIONS OF ANY CANDIDATE OR EMPLOYER; A CANDIDATE DECLINING OR LEAVING A ROLE; AN EMPLOYER WITHDRAWING A ROLE OR AN OFFER; GOVERNMENT ACTIONS, INCLUDING CHANGES TO IMMIGRATION OR EMPLOYMENT LAWS, POLICIES OR PROCEDURES; THE REFUSAL OR DELAY OF ANY WORK PERMIT OR VISA; INCOMPLETE, INACCURATE, OR MISLEADING INFORMATION PROVIDED BY YOU; OR FACTORS BEYOND OUR REASONABLE CONTROL, SUCH AS PROCESSING DELAYS BY IMMIGRATION AUTHORITIES.

NOTHING IN THIS SECTION AFFECTS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING UNDER EMPLOYMENT LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN SUCH JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Shirah, its related entities, and their respective directors, officers, employees, agents, service providers, contractors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms and Conditions, your use of the Platform, the information or documents you provide, or your violation of any law or the rights of any third party. Where you are an employer, this includes any claim arising from your direction of the work, your workplace, or your failure to meet an obligation that applies to you as the recipient of a person's work. Shirah reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence. You agree not to settle any matter or enter into an admission of guilt, wrongdoing or liability without our prior written consent.

These Terms and Conditions are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America (U.S.) or Canada of the Platform, or any information about it, which may be imposed from time to time by the governments of the U.S. or Canada. You shall not export the Platform, or any information about it, without our prior written consent and compliance with such laws. You represent and warrant that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.

The Platform and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any action or proceeding arising out of or relating to the Platform and under these Terms and Conditions will be instituted in the courts of the Province of Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts. Nothing in this section deprives a person of a right they have under the employment law of the country in which they are employed.

You acknowledge that any breach, threatened or actual, of these Terms and Conditions will cause irreparable harm to Shirah, that such harm would not be quantifiable in monetary damages, and that Shirah would not have an adequate remedy at law. You agree that Shirah shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach of your obligations, without the necessity of showing or proving any actual or threatened damage or harm. You waive any requirement that Shirah post any bond or other security.

Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Platform; or (b) these Terms and Conditions, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor Shirah will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof.

If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction.

These Terms and Conditions, including our Privacy Policy, constitute the sole and entire agreement between you and Shirah regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties regarding the Platform. They do not form part of, and do not vary, any service agreement or contract of employment.

These Terms and Conditions and any rights and licences granted hereunder may not be transferred or assigned, subcontracted, delegated, or otherwise transferred by you without Shirah's prior written consent, and any attempted assignment in violation of the foregoing will be null and void. Shirah may freely assign this agreement. These Terms and Conditions shall be binding upon permitted assignees.

Except where Shirah is expressly the employer of record under a managed embedded service, you agree that no joint venture, partnership, employment, or agency relationship exists between you and Shirah as a result of these Terms and Conditions or your use of the Platform.

The section titles used in these Terms and Conditions are purely for convenience and carry with them no legal or contractual effect.

The Platform may be subject to U.S. and Canadian export control laws and to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any technical data acquired from Shirah in violation of applicable export laws or regulations. Use of a virtual private network service, IP routing services, or other similar services for the purpose of circumventing these laws is strictly prohibited.

Any questions or concerns about the Platform, including a report that someone has asked a candidate for money, can be directed to us by email at [email protected].