Client Service Agreement Terms

1.                    Purchased Services, Fees and Payments

1.1.                         The Services. The services covered in this Agreement include licensed access to the Staffpoint™ system for staff management and the scheduling web service. The web service includes the following three components; Human Resources Management Component, Client User Control Panel and Personnel Control Panel. Access is set by the Client Service Agreement in 1.3, which stipulates the total amount of staff that can be entered and manipulated by the Staffpoint™ system and the number of assignments that can be created on a monthly basis.  

1.2.                         The components. The Staffpoint™ web software system is divided into three main components, which are provided as part of the purchased services:

1.2.1.                                   Human Resources Management Component(HRMC). This is the main application used by your organization to track and manage your human resources, generate reports and manage users.

1.2.2.                                   Client Control Panel. This component is a tool that can be provided to your clients or locations/sites/departments that require staffing. It allows the ability to request shifts, track assigned staff and view reports. Your organization may provide access to this component  but may not charge or require additional compensation such as increased fees, service fees or other compensation for the use of the Client Control Panel.

1.2.3.                                   Personnel Control Panel.  This module is a tool that can be provided to your field personnel which allows them to view open assignments available to them, track what assignments  they are currently assigned to and view their individual reports. Your organization may provide your field personnel with access to it, but may not charge any access fees, deduct as expenses from pay or require any other form of compensation from your contract staff for the use of this module.

1.3.                         Licensing fees. In consideration of your use of the Services, your organization agrees to pay applicable fees for the Services in the amount as stipulated in the Client Service Agreement  monthly, for licensing access to a maximum of as stipulated in the Client Service Agreement  in the Staffpoint™ database. You agree to the monthly maximum assignment transactions as laid out in the Client Service Agreement. In the event that you surpass your monthly limit you will be informed by email. If there are three consecutive months of surpassed usage your agreement will be automatically upgraded to the next level plan.All assignments created through all components including the HRMC, Client Portal and phone and web apps. All assignments created in the system including created and cancelled assignments

1.4.                         Payment. The licensing fee shall be subject to our general accounts receivable policies as noted in 1.3, 1.5, and 1.6 from the time the agreement is in effect. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, you shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxation authority.

1.5.                         Payment Terms. The payment terms for the use of the services are as stipulated in the Client Service Agreement due on the first day of the term period. Unless otherwise stated, invoiced charges are due 30 calendar days from the invoice date or sooner. You are responsible for maintaining complete and accurate billing and contact information. If any amount owing by your organization under this or any other agreement for Our services is 60 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

1.6.                         Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxation authority.

2.                    Use of the Services and Authorized Use

2.1.                         Acceptance. Subject to your acceptance of and compliance with this Agreement and with the payment requirements for the Services that are set forth we hereby grant you a limited, non-exclusive, non-transferable, non-sublicenseable right and license, in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement.

2.2.                         Access to Staffpoint™. You may provide access to your internal staff, contract staff, clients and colleagues to access your content, calendars and staff. “Your content” means application data, schedules, reports, staff information and other information created and edited to enable you to use Staffpoint™ to manage staff and shifts. As noted in 1.2 Components, you may not resell, lease, license, or require compensation of any kind from personnel or clients to use the Staffpoint™ system.

2.3.                         Nonexclusive Rights. Delo Logic Inc assigns you the non-exclusive right to use Staffpoint™ for your organizations’ staff management requirements and in no way implies any exclusive rights for your organization.

2.4.                         Restrictions on Use. Access to Staffpoint™ is provided to your organization solely for staff management, scheduling and reporting purposes, except as may be expressly authorized under this Agreement:

2.4.1.                                   You may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in or accessed.

2.4.2.                                   You may not, and may not attempt to, reverse engineer, disassemble, or decompile the Staffpoint™ web software or the Services or apply any other process or procedure to derive the source code of any software included in or accessed.

2.4.3.                                   You agree that you will not use Staffpoint in a manner that is contrary to your local employment or labor laws. You further agree that by providing your clients and personnel with access to the system, you accept all liability for any errors or omissions, and any potential real or perceived damages that may result therein.

2.4.4.                                   You may not transfer license usage to a third party without express written permission of Delo Logic Inc.

2.5.                         Usage Limitations. Services may be subject to other limitations including the limit of number of licensed database staff, limits on monthly staff assignments, limits on abuse by using bots, software and the number of calls your organization is permitted to make against our application programming interface.

3.                    Proprietary Rights

3.1.                         Our Services. Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the Staffpoint™ web software system; (iii) the Marks; and (iv) any other technology and software that we provide or use to provide the Services. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the Staffpoint™ web software, the Marks, or other technology and software (including third party technology and software), except for the limited use and access rights described in this Agreement. This Agreement allows for a licensed use of the system only and no other privilege, ownership, implied or otherwise is assigned.

3.2.                         Data and Content. Other than the rights and interests expressly set forth in this Agreement, and excluding Staffpoint™ and works derived from Staffpoint™, you reserve all right, title and interest in and to Your Content. We will not disclose Your Content, except: (i) if you expressly authorize us to do in connection with your use of the Services; or (ii) as necessary to provide the Services to you, or to comply with the Agreement or the request of a governmental or regulatory body, subpoenas or court orders as outlined in 5.4.

3.3.                         Proprietary marks, trademarks and logos. Delo Logic Inc shall not use any of your marks or logos without your express written consent except for referral usage(i.e “clients who use Staffpoint™”) . Logos or branding uploaded on our website or system by you or your delegates will not be considered usage or infringement of this condition by Delo Logic Inc.

3.4.                         Non-Assertion. During and after the term of the Agreement, with respect to any of the Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), licensors, or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services. You or any authorized third party agree will also refrain from participating in any software services business that directly or closely that resembles the software or services that Staffpoint™ resembles.

3.5.                         Lists and Users. As noted in 3.2, all data and content belongs to the You. Delo Logic Inc may use the lists of clients, admin and personnel users to send informational emails to said users about products updates, training material and notices of maintanence or downtime.

 

4.                    Warranties, Training and Disclaimers

4.1.                         Our Warranties. We warrant that (i) the Services shall perform materially in accordance with the User Guide, and that the functionality of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, your exclusive remedy shall be as provided in Section 7.2 (Termination for Cause) and Section 7.3(Refund or Payment upon Termination) below.

4.2.                         Downtime and Service Suspensions. In addition to our rights to terminate or suspend Services to you as described in Section 7, your organization acknowledges that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; or (c) in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). Delo Logic Inc shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. To the extent we are able, we will endeavour to provide you email notice of any Service Suspension in accordance with the notice provisions set forth in Section 9.6 below and to post updates on the Delo Logic Inc and Staffpoint™ Websites regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

4.3.                         Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not intentionally transmit to the other party any Malicious Code

4.4.                         Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED OR NON IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

4.5.                         Standard Support Policy. Unless otherwise noted, our standard support policy will apply. Our standard support policy includes supporting main application users(your employees and users of Staffpoint™), personnel users(field personnel your organization manages and send on assignments) and client users(your clients that use Staffpoint™ to send requests for personnel). In regards to main application users our standard support policy is defined as one (1) day business response. This means if Delo Logic Inc receives a call or email for support by 11:59AM we will make every effort to contact you the same business day to resolve any issues. For personnel users and client users our standard policy means we will contact said users with 24 business hours from the time of contact. This point may be superseded by enhanced or premium services that Delo Logic Inc offers now or in the future.

4.6.                         Although Delo Logic Inc makes every effort to ensure data integrity and security, we are not liable for dissemination of any data through external or internal attacks, including but not limited to hacking or cracking, phishing attempts, social engineering, or malicious actions by the client’s staff, users, or personnel.

4.7.                         You certify that the data you provide to Delo Logic Inc is complete and accurate to your knowledge. The performance of the System, and the accuracy of the data it outputs, is reliant on and directly related to the accuracy of the Data provided by your organization. Delo Logic Inc will make every effort to confirm the quality of your Data before import, but once imported, any inaccuracies or errors stemming from the quality of your provided Data shall be the responsibility of your organization, and corrections to that Data will be billable in accordance with section 10.4 of these terms.

5.                    Confidentiality

5.1.                         Your organization shall not disclose Delo Logic Inc Confidential Information during the Term or at any time following the end of the Term. As used in this Agreement, “Delo Logic Inc Confidential Information” means all non-public information disclosed by us, our business partners or our or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Delo Logic Inc Confidential Information includes, without limitation, (i) non-public information relating to our or our business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving one of our so-called beta tests or a beta test product that you obtain as a result of your participation in such beta test), (ii) third-party information that we are obligated to keep confidential, and (iii) the nature, content and existence of any discussions or negotiations between you and us and (iv) not reveal our processes, features, software methodologies or features and descriptions . Confidential Information does not include any information described in Section 5.2 or any information that you are required to disclose by law.

5.2.                         Excluded Information. Notwithstanding any other provision in this Agreement, you shall not have any confidentiality obligation to us under Section 5.1 above, with respect to any information provided or made available by us hereunder, and we shall not have any confidentiality or non-use obligation to you hereunder with respect to any information, software application, data or content provided or made available by you hereunder that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortuous act; or (iv) can be shown by documentation to have been independently developed by the receiving party.

5.3.                         Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

5.4.                         Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 5.5 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters.

5.5.                         Data Backup. Data on our servers is written using RAID( redundant array of independent disks) with data being written to multiple hard drives every second  with full backups performed daily. Delo Logic Inc will make every effort to maintain and protect data backed up but cannot guarantee due to viruses, malicious use or other reasons the integrity of backed up data or content. As noted in 6.1 Limitations of Liability, Delo Logic Inc shall not be held liable for any loss of data due to above mentioned.

5.6.                         Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. You will be provided notice at or prior to compelled disclosure.

6.                    Limitation of Liability & Indemnification

6.1.                         Limitations of Liability. NEITHER DELO LOGIC INC NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF DELO LOGIC INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

7.                    Term, Termination & Suspension

7.1.                         Term of Agreement. This Agreement commences on the date You accept it and continues for a period as stipulated in the Client Service Agreement at the same monthly license fee as determined in 1.3, after which point it is renewed for the same term unless intent to terminate is provided, in writing,  60 days prior to the date of expiry.

7.2.                         Termination for Cause. Any party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors

7.3.                         Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

7.4.                         Return of Your Data. Upon request by You, made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to you for download a file of Your Data in comma-separated values (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

7.5.                         Termination due to sale of Delo Logic. In the event the Delo Logic is sold or acquired by a third party, that party reserves the right to terminate the agreement with 6 month notice and refund any outstanding funds.

7.6.                         Suspension of service due to non-payment. All monthly licensing fees are due in advance recurring monthly from the start of the service date. If payment is not received within 60 days of payment due date, Delo Logic Inc reserves the right to suspend service of your Staffpoint™ license until payment is received. In the event of dispute, outstanding monies are still owed and interest charged at 2% monthly. In the event service has been suspended and either a) you would like to discontinue using Staffpoint™, a $200.00 data retrieval fee will be applied to your account or b) you would like your service reinstated a $150 fee will be applied to resume service. Data retrieval or service reinstatement can only be performed once any other prior outstanding amounts have been collected.

8.                    Governing Law

8.1.                         Governing Law. By using the Services, you agree that the laws of the Province of Ontario, Canada, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.

9.                    General Provisions

9.1.                         No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

9.2.                         Attorney and Legal  Fees. You shall pay on demand all of Our reasonable attorney and Legal fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement following Your breach.

9.3.                         Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, we shall refund to you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

9.4.                         Relationship. Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our affiliates).

9.5.                         Notices. Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally (e.g., notices of updated fees, etc.) will be posted on the Delo Logic Inc and Staffpoint websites. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to us in your registration for the Services or in any updated email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email.

9.6.                         Modification of Agreement . You agree that we may modify this Agreement or any policy or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement or such Additional Policy on the Delo Logic Inc websites.

9.7.                         Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable or contrary to law, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

9.8.                         Custom terms. In certain circumstances, Delo Logic Inc may agree to other terms or annexes separate from this document. In the event of such an agreement or annex, terms of this agreement that are omitted in the custom agreement or that do not conflict with the custom agreement shall remain in force.


10.                 Add-ons and Enhancements

10.1.                      Offered Options. From time to Delo Logic Inc may offer/phase out/alter various add-ons that are charged at a separate rate from the standard licensing fee. These offered add-ons are optional and are not required for Staffpoint™ to function normally.

10.1.1.                                Delo Logic Inc reserves the right to add or remove any features as deemed necessary, for whatever reason, in order to improve performance, stability, ease of use, or user experience, and may do so without prior notification.

10.2.                      Affect on agreement. Accepting any add-ons or enhancements will not amend or modify any of the terms of this agreement and all terms and conditions will continue to apply.

10.3.                      Fair usage policy. Unless otherwise specified by agreement all add-ons or enhancements are considered “unlimited use” but in order to ensure that all of our clients have access to our network and services we reserve the right to limit access to some add-on or enhancements services to prevent abuse. For example Delo Logic Inc, reserves the right to limit to 5 calls per 24 hour period for select personnel users who make calls that are not within normal usage patterns. Limits may be implemented at Delo Logic Inc’s discretion only if usage is deemed to be considered to be abusive or excessive. At no time will any limitations that may be placed by Delo Logic Inc limit your usage or effectiveness of said add-ons or Staffpoint™ in general.

10.4.                      Charge for manual database changes. Changes to or maniuplation of a customer’s database that Delo Logic Inc has determined to not be due to a deficiency in the system and/or part of regular initial setup and/or part of the standard agreement, may be charged, at Delo Logic Inc’s discretion, at an hourly rate of $55 with a minimum billable time of 1 hour.

10.4.1.                                This rate is subject to change at any time.

10.4.2.                                Customers will be notified prior to the start of any billable work.





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