Software as a Service Agreement
Last updated: May 30, 2019
Please read this Software as a Service (“SaaS”) Agreement (“Agreement”) carefully before agreeing to utilize TradesHire (“TradesHire” “us”, “we”, or “our”) as this Agreement shall comprise the entirety of our responsibilities to you and your responsibilities to us, unless explicitly stated otherwise herein.
Your (“you”, “user”) service is conditioned on your acceptance of and compliance with this Agreement. This Agreement apply to all who access or use the Service as provided, including employees, primary account holders, or authorized individuals.
By accessing or using the Service you agree to be bound by this Agreement. If you disagree with any part of the Agreement then you may not access the Service. Should you disagree with this Agreement you should promptly discontinue and cancel this Agreement.
TradesHire is a mobile application that connects trades persons and individuals in need of trades persons to a variety of tasks, projects, and miscellaneous items that require a trade person’s skillset (“Service”, “Application”). TradesHire acts as a marketplace wherein individuals may solicit trade persons for their assistance. Trades people may maintain a profile, advertise, or otherwise seek clients.
TradesHire is NOT an employer of such trades persons and makes no promise, guarantee, or assurance as to their technical expertise, performance, skill, or credentials.
“Content” means all data, text, pictures, sound, graphics, logos, marks, symbols, video, and other materials supplied by User to TradesHire under this Agreement; as such, materials may be modified from time to time by the parties.
“Domain Name” means the domain name specified for the Website by User from time to time.
“Delivery Schedule” means the schedule for Development and related Services
“Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship including, without limitation, copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms, and other industrial property rights, (e) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing).”
“User Content” means all data, text, pictures, sound, graphics, logos, marks, symbols, video, and other materials provided by User for the purposes of developing the Website Integrated Platform.
“Website” means all software, tools, data, text, pictures, sound, graphics, logos, marks, symbols, video, and any other materials or information incorporated into, used in conjunction with, or otherwise made available on or through, pages under the Domain Name (including without limitation, Content, User Content, and Work Product (herein defined)).
“Work Product” means all HTML files, Java files, graphics files, animation files, data files, technology, scripts, and programs, both in object code and source code form, all documentation, and all other items and information, whether tangible or intangible and in whatever form or media, created, written, conceived, made, or discovered by TradesHire or any TradesHire Personnel in connection with the performance of this Agreement.
“User Content” means all user information obtained by TradesHire from User’s Application including names, addresses and contact information.
In order to enjoy all the benefits of TradesHire, User must agree to this Agreement. By doing so User agrees to any attachments and exhibits that may be identified herein. Such attachments shall include pricing schedules, unique or ‘one-off’ work product requests with a special pricing schedule, and any exhibits or attachments that may be required by law.
User agrees to provide all required information and data needed for the Service to be functional. Should User not provide such information, they may be considered in breach of the associated Agreement and such applicable penalties shall apply.
User shall be obligated to abide by and perform actions when necessary, or be subject to cancellation, late fees, or minimal fees as applicable.
A User who is a trades person (“Worker”) shall create a profile with the necessary and relevant information. Misrepresentation, fabrication, or misleading statements shall be grounds to withhold payments, report unlawful activity, or other necessary steps to resolve potential issues.
A User who is a customer (“Customer”) shall make an account and create job postings that are lawful in nature and in service, shall pay the Worker accordingly.
Users, regardless of Customer or Worker status, shall pay the requisite amount to post adverts, for services performed, or other fees required by the Service.
User acknowledges and understands the purpose of TradesHire’s Service. In doing so you understand and consent to data you knowingly provide being encrypted and stored on local servers, in order for TradesHire to provide for their contractual obligations to Users.
User agrees to not use the Service for illicit, illegal, or unethical practices. User understands and consents that should TradesHire become aware of illegal or dangerous behavior, they can and will report to the appropriate authorities.
TradesHire represents and User understands that while TradesHire may utilize cookies, they are for local use only and will not track or utilize retarget marketing User’s devices.
TradesHire will promptly charge the provided financial instrument upon commencement of the Service. The amount owed and charged by TradesHire is dependent upon the level of Service User is acquiring.
User shall accept all invoices and receipts by e-mail, unless otherwise stated herein or on the Application. All invoices are due within 15 calendar days of receipt, without exception.
User’s use of the Service acknowledges and asserts the legal authority to enter into agreements and to make financial transactions electronically. User acknowledges that electronic submissions constitute User’s consent, agreement, and intent to be bound by such transactions and this Agreement.
User’s agreement and intent to be bound by electronic submissions applies to all records relating to all transactions User enters into on this site, including notices of cancellation, policies, contracts, and applications.
User shall be liable for all transaction taxes on the services provided under this Agreement, save for such taxes that would normally be paid by TradesHire
User irrevocably agrees to pay for any and all services rendered and actions taken on behalf of the User by TradesHire Should User’s account fall into arrears, TradesHire will promptly cease work until the account is caught up and paid in full. Should User breach the Agreement, User agrees punitive measures may be taken.
In the event of late payments, User has a 15-day grace period before late fees become applicable. In such event of late fees, User shall pay a $350 late fee to TradesHire for the breach in contractual obligation.
In the event of such late payment being due to Force Majeure events, Acts of God, infrastructural outages, or genuinely unexpected, impossible to predict situations, the late fee may be waived upon joint agreement of the Parties in writing by email.
Upon completion of the Service, there are no refunds permitted.
If, during the performance of Service, User determines the Service is not satisfactory, they may request cancellation. TradesHire will assess the number of hours and refund monies reflective of work not yet taken. TradesHire will also turn over any and all materials produced in connection with the Service. A penalty, addressed in the Termination clause herein, may be assessed against User.
In the event of Dispute between Users, TradesHire may act as the sole and final arbitrator, without appeal or option of such appeal. Should the parties opt, they may arbitrate the dispute and TradesHire shall hold disputed amounts in trust, until directed by such arbitrator, or valid court, to release the funds and to whom.
User may, at their discretion, cancel the Service at any point in time by following the method described herein.
Upon receiving notice of the intent to cancel, TradesHire shall begin winding down Platform activity. TradesHire shall continue to proceed with the service until the last day, whereupon TradesHire will notify User in writing that it is the 60th day and the cancellation is effective, pending payment of the last invoice.
TradesHire reserves the absolute right to cancel the Service should User be abusive, engage in illegal, fraudulent, or manipulative practices, or seek to use Service and TradesHire to unlawfully enrich User.
Such cancellation will be immediate, any such improper activities reported to the appropriate enforcement group(s), and TradesHire will issue a final invoice for work performed up to that point.
Under other circumstances, should TradesHire find that it cannot continue the Service due to circumstances, it will follow the method described herein:
During this period, User will continue to provide information for Service to carry out.
User shall own all right, title and interest in and to all of the User’s data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the data provided.
TradesHire shall follow its encrypting and archiving procedures for User data. In the event of any loss or damage to User data, the User’s sole and exclusive remedy shall be for TradesHire to use reasonable effort to restore the lost or damaged User data from the latest back-up of such User data that may be available. TradesHire shall not be responsible for any loss, destruction, alteration or disclosure of User data caused by any third party.
User acknowledges and agrees that information may be transferred or stored outside of the country where the User is located in order to carry out the Service and TradesHire’s obligations under this agreement
TradesHire shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
TradesHire will post User information in the manner it has advertised, and shall seek to make reasonable accommodation and assist Users as needed.
TradesHire does not warrant that the User’s use of the Service will be uninterrupted or error-free; or that the Service obtained by the User through the Services will meet the User’s expectations.
TradesHire is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of media over communications networks and facilities, including the internet, and the User acknowledges that the Service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
In the event of a dispute, the parties irrevocably consent and agree to first attempt reasonable and amicable negotiations in order to effectively resolve the terms of the dispute. Should such negotiations fail, then the parties agree to binding arbitration under the laws of Canada, in the province of British Columbia.
Costs of such dispute and/or arbitration shall be split between the parties, save for attorney’s fees. In such instance, each party irrevocably consents and agrees to bear their respective attorney’s costs.
The parties agree that damages shall be limited solely to the return of such fees User has paid to TradesHire or real damages suffered by TradesHire All parties irrevocably consent and agree to forfeit punitive damages, statutory allowable damages in excess of real and actual damages, and shall seek resolution of differences in real and readily identifiable damages, identified, again, as such fees User has paid.
In the event that the arbitration portion of the Disputes clause is held to be unlawful or unenforceable. Each party irrevocably agrees that the Court of Vancouver, British Columbia in Canada shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation.
The parties irrevocably agree and consent that no court or arbitration body in the United States of America or other country outside of Canada shall have jurisdiction over any dispute arising under this Agreement or in connection to TradesHire.
The User acknowledges and agrees that TradesHire owns all intellectual property rights in the Platform. Except as expressly stated herein, this agreement does not grant the User any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services.
TradesHire acknowledges and agrees that User owns all intellectual property rights User may provide to TradesHire deliberately or inadvertently, including trade secret material. TradesHire pledges to hold confidential and maintain such confidentiality with the utmost of professional respect due to User.
User shall not provide content, material, or intellectual property that it does not have lawful claim to nor right of use to. User shall, as discussed under the Indemnity section herein, be solely liable for interference of intellectual property claims, actions, and litigation. User shall defend TradesHire from all such actions or claims that may occur as a result of User’s interference with the intellectual property of a third party.
Should any User attempt to take their business offset by recruiting another User and then attempt to circumvent TradeHire’s fee, they shall be liable for $3,500 in damages. Should a User desire to retain a another User, as either a Worker or Customer, they shall notify TradesHire and pay to TradesHire a $1,000 fee in order to make such retainer.
User’s “Confidential Information” includes all passwords used in connection with the Platform all Work Product, Content, server logs, and any other materials or information that User designates as confidential and/or proprietary, or that TradesHire should reasonably believe to be confidential and/or proprietary. TradesHire’s “Confidential Information” includes the source code of any Integration Modules TradesHire understands and agrees that User does not want any other Confidential Information of TradesHire, and should the parties believe that additional confidential information of TradesHire needs to be disclosed to User, the parties shall execute a separate nondisclosure agreement regarding such information. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than the purposes of this Agreement. The foregoing restrictions on disclosure shall not apply to Confidential Information that (a) is already known by the recipient, through no wrongful act or omission of the recipient, (b) becomes publicly known, through no wrongful act or omission of the recipient, (c) is received by the recipient from a third party without a restriction on disclosure or use, or (d) is independently developed by the recipient without reference to the providing party’s Confidential Information.
The User shall indemnify and hold harmless TradesHire, TradesHire’s agents, employees, contractors, and representatives, against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User’s use of the Service.
The User shall indemnify and hold harmless TradesHire against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by TradesHire arising out of or in connection with any claim made against TradesHire for actual or alleged infringement of a third party’s intellectual property rights, actual or alleged defamation, or otherwise, arising out of or in connection with use of the Service by User.
User assumes sole responsibility for the use of the Service. TradesHire shall have no liability for any damage caused by errors in connection with the Service, or any actions taken by TradesHire at the User’s direction.
All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement, further, the Service is provided to the User on an “as is” basis.
User shall defend TradesHire against any third party claim, action, suit, or proceeding alleging facts that would constitute a breach of any covenant contained in Section VII, and User shall indemnify TradesHire for all losses, damages, liabilities, costs, and expenses (including without limitation, reasonable attorney fees) incurred by TradesHire as a result of a final judgment entered against TradesHire in any such claim, action, suit, or proceeding.
TradesHire shall defend User against any third party claim, action, suit, or proceeding alleging facts that would constitute a breach of any warranty contained herein or otherwise arising from any alleged act, omission, or misrepresentation by TradesHire or any employee or contractors under this Agreement. TradesHire shall indemnify User for all losses, damages, liabilities, costs, and expenses (including without limitation, reasonable attorney fees) incurred by User, its affiliates, or its and their officers, directors, employees, and shareholders as a result of or in connection with any such claim, action, suit, or proceeding.
This Agreement shall commence on access of the Service and shall last until User discontinues the Service. In the event of dispute or disagreement after User has cancelled their account or opted out of the Service, the related Terms & Conditions and the Service Agreement may be resurrected in full and treated as though it had full force and binding effect upon the parties.
TradesHire may terminate this Agreement for non-payment, pursuant to the terms set forth herein. Upon termination all licenses to the Platform are immediately revoked and access to the Platform may be disabled or deleted without further notice.
Upon notice of breach, client may terminate this Agreement of the Platform if the requirements are not fulfilled, completed, or performed. Upon such Termination all User owned content, material, and Domain Names originally owned by User shall remain exclusive to User, without TradesHire asserting any right in ownership to such.
Headings used in this Agreement are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section or in any way affect this Agreement.
If any provision or part of a provision of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Canada, British Columbia, Vancouver without reference to rules regarding conflicts of laws. Any dispute arising out of this Agreement shall be submitted to arbitration, as covered herein, unless injunctive relief is sought, in which case, the case shall be presented to the courts of Canada and shall, in all instances, be governed by the laws of Canada, British Columbia, Vancouver. Users in the United States of America or other nationalities expressly agree and consent to litigate in the courts of Canada, with the proper forum being in the province of British Columbia, Canada, city of Vancouver and waive any claims that may arise within their respective nations.
TradesHire has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. User further acknowledges and agrees that TradesHire shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
The provisions of this Agreement are between User and TradesHire and are not intended to confer a benefit on, or to be enforceable by, any person who is not a party to this Agreement.
TradesHire holds all information Confidential unless it is required in order to perform the Service.
Any notice required to be sent will be sent via e-mail or posted to the TradesHire application when necessary. Due to the large volume of Users, notice by post is not feasible nor reasonably possible.
We reserve the right, at our sole discretion, to modify or replace this Agreement at any time. If a revision is material we will try to provide at least 14 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
All parties understand that TradesHire may modify these Terms & Conditions at will and without warning. When possible, TradesHire will notify Users of such modifications. Continued use of the Application constitutes acceptance of any such modification.
This Agreement shall serve as the full and complete agreement between the Parties and supersedes any and all prior discussions, promises, or representations.
[Digital Signature Here]