Terms of Supply


Prevue APS Pro
Standard Terms of Supply Agreement

Thank you for choosing to use Prevue APS Pro. This is an agreement between you and Prevue HR Systems Inc. (referred to as “Prevue,” “we,” or “our”) that describes your rights and obligations relating to the use of the applicant tracking system that we provide to you through a Prevue APS Pro Account. You should read this entire Agreement because all the terms of use are important and together create a legal agreement that applies to you.

1. Interpretation of this Agreement
1.1 Definitions: The following definitions will apply:

a) “Account” means the Prevue APS Pro account that Prevue or a Distributor opens for you under a sub-domain name of prevueaps.com that is approved by you, where you can develop and maintain a customized career center, post job openings on job boards of your choice, monitor and manage applications for your job openings, review Prevue Assessments results, and manage candidate data;
b) “Account Data” means all job and candidate information that you create or gather and save in your Account;
c) “Agreement” means this agreement made between you and Prevue;
d) “candidate” means any job applicant who applies for jobs posted in or through your Account;
e) “Distributor” means an authorized Prevue Distributor appointed by Prevue with authority to open and support your Prevue APS account;
f) “License” means the unlimited use license granted to you under section 4.1 of this Agreement;
g) “Prevue Assessments” means any one or more of the Prevue Abilities Assessments, the Prevue Occupational Interests Assessment, and the Prevue Personality Assessments;
h) “Prevue APS” or “Prevue APS Pro” refers to the Prevue applicant tracking or processing system described in detail at www.prevuehr.com;
i) “Prevue Online” means the website at www.prevueonline.com;
j) “Prevue Reports” means all the Prevue Assessment reports that can be generated from Prevue Online from the use of Prevue Assessments;
k) “Services” means the supply to you of the Account together with all other information, documents, and reports that are made available to you through your Account, together with the supply of a pay-per-use account at Prevue Online where you can administer Prevue Assessments to candidates and generate Prevue Reports.

1.2 Headings: Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

2. Scope of Agreement
2.1 Services Covered by This Agreement: Your use of the Services (including the Account) is subject to the terms of this Agreement between you and Prevue. Unless otherwise agreed in writing with Prevue, your agreement for use of the Services will always include, at a minimum, the terms set out in this Agreement.
2.2 Prevue Distributors & Suppliers: Where the Services are provided by or through a Distributor with whom you do business, this Agreement will apply notwithstanding the Services are provided in whole or in part by the Distributor. Where any part of the Prevue APS or the Services are provided by a third party supplier (“Supplier”) this Agreement will apply to such Supplier.
2.3 Your Acceptance of This Agreement: By using or accessing the Services, you agree to abide by this Agreement without modification by you. If you don’t agree, then do not use the Services. If you are entering into the Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms of this Agreement; and in such event, “you” and “your” as used in this Agreement will refer to such entity. If you do not have such authority, or if you or such entity do not agree to the terms and conditions of this Agreement, you may not use the Services.
2.4 Amendments to This Agreement: Prevue may change the terms of this Agreement at any time on a minimum of 30 days’ notice. When changes are made, Prevue will notify you through the user interface in Prevue Online, in an email message, or through such other means as Prevue considers reasonable. If you use the Services after the date the change becomes effective, you consent to the changed terms. If you don’t agree to the changes, you must stop using the Services.

3. Supply of Account
3.1 Account Set-up: Prevue or a Distributor has established and will maintain an Account for you with a unique sub-domain name that you have approved and log-in rights for your selected personnel. You will also be provided with a pay-per-use account at Prevue Online on request where you can administer Prevue Assessments to your candidates and obtain Prevue Reports.
3.2 Account Information: You are responsible for keeping your Account information and passwords confidential, and you are responsible for all activity that occurs under your Account. You can use your Account to gain access to other Prevue products, websites, or services (such as Prevue Assessments at Prevue Online and Job Description Builder). If you do so, the terms and conditions for those products, websites, or services will apply to your use of those products, websites, or services in addition to the terms of this Agreement.

4. Account License
4.1 Grant of License: By opening the Account for you, Prevue grants you a non-exclusive, non-assignable, unlimited use license (the “License”) with as many log-ins as you specify to use the Services (including the Account) for posting an unlimited number of job openings and evaluating an unlimited number of job applicants during the initial term of the License and each renewal of the License.
4.2 License Term: The License is an annual license (unless otherwise agreed upon in writing by Prevue) that commences on the date agreed upon by you and Prevue and continues for an initial term of one year. The License will automatically renew for successive one-year terms as provided in section 5.4 of this Agreement.
4.3 License Fee: The fee for the annual License is charged and collected in advance and is based on the number of persons in your employ at the date of commencement of the License and each renewal of the License as agreed upon between you and Prevue or a Distributor. The License fee on each renewal will be equal to the fee charged for the immediately preceding annual term unless the number of persons in your employ has changed or unless Prevue or your Distributor has given you at least 30 days prior notice of a fee increase.
4.4 License Termination: The License and the supply of the Services will terminate on written notice to you from Prevue if you fail to cure a breach of any of the provisions, terms, and conditions of this Agreement within 10 days of receipt of written notice of such breach. Upon termination, Prevue will be entitled to disable access to the Account.

5. Fees & Charges
5.1 Invoices: You will be invoiced for the annual License fee and any other Services you purchase, and you agree to pay those charges in the currency and within the time specified in the invoice. Prevue may suspend or cancel the Account if payment is not made on time. Suspension or cancellation of the Account for non-payment could result in a loss of access to and use of your Account and your Account Data.
5.2 Sales Taxes: The price for any Services (including the License for use of your Account) is exclusive of all applicable federal, state, provincial, or local sales or value added taxes or levies that will be added to the price for the Services you purchase.
5.3 Your Billing Account: To pay the charges for any Services provided by Prevue, you’ll be asked to provide a payment method at the time you sign up for that Service. You agree to keep your billing information current at all times.
5.4 Automatic Renewal: Provided that automatic renewals are allowed in your country, province, or state, we’ll inform you by email at least 15 days before automatically renewing the License granted to you. Once we have informed you that your License will be automatically renewed, we may charge you the then current price for the renewal term. We’ll also remind you that we’ll bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. You must cancel the Services before the renewal date to avoid being billed for the renewal.
5.5 Cooling Off Period: When you request a Service from us, you agree that we may begin to provide the Service immediately. You won’t be entitled to a cancellation or “cooling off” period, except if the law in your jurisdiction requires a cooling off period.
5.6 Price Changes: We may change the price of the Services at any time and will notify you by email at least 30 days before the price change. If you don’t agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your current Service offer (such as a License) at the time notice is given of a price change, that price change will not become effective until the end of the term of your then current annual license.
5.7 Refund Policies: Unless otherwise provided by law, all purchases are final and non-refundable.
5.8 Late Payments: A late payment fee of 1% per month will be charged on overdue accounts. You must also pay for all reasonable costs we incur to collect any past due amounts including reasonable lawyers’ fees and other legal fees and costs.

6. Provision of Services
6.1 User Covenants: You acknowledge and agree that you will:

a) Comply with Guidelines: You will comply with all guidelines, manuals, directives, or other publications that are available through your Account in regard to the use of your Account or other Services.
b) Use of Services: You will use the Services only for purposes that are permitted: (i) under the terms of this Agreement; and (ii) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions in which you conduct business.
c) No Interference: You will not engage in any activity that interferes with or disrupts the Services or the servers and networks that are connected to the Services.6.2 Prevue Covenants: Prevue acknowledges and agrees:

6.2 Prevue Covenants: Prevue acknowledges and agrees:a) Confidentiality: To maintain the confidentiality of all Account Data you develop or gather in your Account.

a) Confidentiality: To maintain the confidentiality of all Account Data you develop or gather in your Account.
b) Privacy: To protect the privacy of any personal information of individuals (whether your candidates or otherwise) that you develop or collect in your Account in accordance with the Prevue Privacy Policy that is set out in your Account.
c) Indemnity: Notwithstanding any other term of this Agreement, to indemnify and hold you and your officers, directors, employees, and agents harmless from and against any and all claims, demands, cause of action, losses, proceedings, damages, expenses, and judgments arising out of any claim or allegation that any part of the Services, including your use of the Account infringes any third party intellectual property rights.
d) Representation and Warranty: Prevue represents and warrants that it is authorized to sell and deliver the Services to you and has all the requisite capacity, power, and authority to execute, deliver, and perform all its obligations under this Agreement.
e) Deliver Account Data: In the event that this Agreement is terminated (other than by reason of your breach), Prevue will make available to you a file of the Account Data (jobs information and applicant data) within 30 days of termination if you so request at the time of termination. This data file will be in mysql dump format, available either via a download from a site specified by Prevue or on CD-ROM sent to you via regular post. If you require a format other than mysql dump (i.e. XML or CSV), a data format and retrieval fee, not to exceed $500, may be charged for this service. You agree and acknowledge that Prevue has no obligation to retain the Account Data for more than 30 days past the date of termination, and may delete such Account Data 30 days after the date of termination.6.3 Limitation of Liability: You understand and agree that except as expressly otherwise provided in section 6.2(c) Prevue’s liability is limited to termination of use of the Account by you. To the extent not prohibited by applicable law, Prevue and its Distributors, suppliers, and agents are not liable for any direct, indirect, incidental, special, consequential, punitive, exemplary, or other type of damages, including but not limited to, damages for loss of profits, revenue, goodwill, use, data, electronically transmitted orders, or other economic advantage (even if Prevue has been advised of the possibility of such damages), however caused and regardless of the theory of liability, whether in contract (including fundamental breach), tort (including negligence) or otherwise arising out of, or related to:

6.3 Limitation of Liability: You understand and agree that except as expressly otherwise provided in section 6.2(c) Prevue’s liability is limited to termination of use of the Account by you. To the extent not prohibited by applicable law, Prevue and its Distributors, suppliers, and agents are not liable for any direct, indirect, incidental, special, consequential, punitive, exemplary, or other type of damages, including but not limited to, damages for loss of profits, revenue, goodwill, use, data, electronically transmitted orders, or other economic advantage (even if Prevue has been advised of the possibility of such damages), however caused and regardless of the theory of liability, whether in contract (including fundamental breach), tort (including negligence) or otherwise arising out of, or related to:a) Your use or inability to use the Services;

a) Your use or inability to use the Services;
b) The cost of procurement of substitute goods and services purchased or obtained or messages received or transactions entered into through or from the Services;
c) Unauthorized access to or alteration of your transmissions or data;
d) Any other matter relating to the Services, including materials or content you may download, use, modify, or distribute from your Account.

You have the sole responsibility for adequate protection and backup of Account Data created in your account and will not make a claim against Prevue for lost data, re-run time, inaccurate output, work delays, or lost profits resulting from the use of the Account.

6.4 Disclaimer of Warranties: You expressly understand and agree that except as provided in section 6.2(d):

a) The Account is provided on an “as is” and “as available” basis. Your use of the Account or other Services is at your own risk.
b) Prevue disclaims all warranties of any kind whether express or implied, including but not limited to, the implied warranties of merchantability or fitness for a particular purpose.
c) Prevue makes no warranties regarding the accuracy, reliability, quality, or availability of the Services.
d) No advice or information obtained from Prevue, whether written or oral, will create any warranty not expressly stated in this Agreement.

Further, Prevue makes no warranty or representation that:

a) The Services will meet your requirements.
b) The Services will be uninterrupted, timely, secure, or error-free.
c) The quality of any of the Services provided to you will meet your expectations.

6.5 Use of Your Account: You acknowledge and agree that:

a) Your Account and unique sub-domain name is only a vehicle for the posting of available job opportunities in your organization or for your clients. Prevue does not evaluate or censor the resumes, job opportunities, or other information posted through your account and is not involved in the actual transaction, if any, between you and candidates. Consequently, Prevue has no control over the quality, safety, or legality of the job listings or resumes posted through your account, the truth or accuracy of such job listings or resumes, the ability of your organization to hire candidates, or the ability of candidates to fill job openings.
b) You acknowledge and agree that you are solely responsible for the form, content, and accuracy of any resume, job listing, or other material that you post to or through your Account. Prevue neither warrants nor guarantees that a resume or job posting will be viewed by any specific number of users, or that a resume or job posting will be viewed by any user.
c) Prevue assumes no responsibility or liability for any personnel selected by you or your organization. Selection of any individual or entity is based solely on your organization’s investigation, verification, and determination that such hire is suitable for your organization’s purposes.

6.6 Managing Content & Communications: Prevue has no obligation to monitor your Account or other Services you use, including any materials that you post in or through the Account. You acknowledge and agree however that Prevue has the right (but not the obligation) to monitor the Account and related services, and the materials you transmit or post, to alter or remove any such materials and to disclose such materials to any third party in order to protect itself, its suppliers, its registered users, and visitors, and to comply with legal obligations. Prevue reserves the right to refuse to post or to remove any information or materials, in whole or in part, that it deems in its sole discretion to be unacceptable, offensive, or in violation of this Agreement. Prevue also reserves the right, in its sole discretion, to prohibit any user who violates the terms of this Agreement from using their Account and related services.

6.7 Prevue’s Use of Account Data: Because Prevue and its designees host job boards and other forums that are accessible from the Account and redistribute materials that you give Prevue, Prevue requires certain rights to those materials. Therefore, by sending or transmitting to Prevue any resources, information, ideas, notes, concepts, trademarks, service marks, or other materials (including, but not limited to, job postings) that are included in your Account Data (collectively, “Content”), or by posting such Content in the Account, you grant Prevue and its designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, right to link to, reproduce, distribute (through multiple tiers), adapt, create derivative works of, publicly perform, publicly display, digitally perform or otherwise use such Content in any media now known or hereafter developed. You hereby grant Prevue permission to display your logo, trademarks, and company name in the Account, your career site, and any job board where you wish to post your job openings. Further, by submitting Content to Prevue, you acknowledge that you have the authority to grant such rights to Prevue. Prevue acknowledges and agrees that you retain ownership of any copyrights, trademarks, and service marks in any Content you submit.

7. Proprietary Rights
7.1 You acknowledge and agree that Prevue owns all legal right, title, and interest in and to the Services, including any intellectual property rights that subsist in the Services (whether those rights happen to be registered or not and wherever in the world those rights may exist). You further acknowledge that you do not acquire any ownership rights by using the Account or other Services.
7.2 Unless Prevue has agreed otherwise in writing with you, nothing in this Agreement gives you a right to:

a) Use any of Prevue’s trade names, trademarks, service marks, logo, domain names and other distinctive brand features;
b) Modify, reproduce, duplicate, copy, license, sell, trade or resell the Services for any purpose.
c) Modify, reverse engineer, or create derivative works from any of the Services.

7.3 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services.

8. Miscellaneous
8.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties hereto are expressly canceled.
8.2 Governing Law: This Agreement will be governed and interpreted according to the laws of the Province of British Columbia, Canada.
8.3 Dispute Resolutions: All disputes arising out of or in connection with this contract will be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre (“BCICA”). The appointing authority will be the BCICA. The case will be administered by the BCICA in accordance with its Rules. The place of arbitration will be Vancouver, British Columbia, Canada.
8.4 Other: In the event that any of the provisions of this Agreement will be held by a court or other tribunal of competent jurisdiction to unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Failure of any party to insist upon strict compliance with any of the terms and conditions of this Agreement will not be deemed a waiver or relinquishment of any similar right or power at any subsequent time.


Prevue Online/Prevue Assessments
Standard Terms of Supply Agreement

Thank you for choosing to use Prevue Assessments and your Prevue Online Account. This is an agreement between you and Prevue HR Systems Inc. (referred to as “Prevue,” “we,” or “our”) that describes your rights and obligations relating to the use of Prevue Assessments in or through your Account at Prevue Online. You should read this entire Agreement because all of the terms of use are important and together create a legal agreement that applies to you.

1. Interpretation of this Agreement

1.1 Definitions: The following definitions will apply:

a) “Account” means the account that Prevue or a Distributor opens for you at Prevue Online where you can administer Prevue Assessments to candidates, develop or select Prevue Benchmarks, generate Prevue Reports and manage your candidate data;
b) “Account Data” means all candidate information, Prevue Assessments results, and position information that you create and save in your Account;
c) “Agreement” means this agreement made between you and Prevue;
d) “Candidate” means any job applicant or incumbent to whom you choose to administer any of the Prevue Assessments;
e) “Distributor” means an authorized Prevue Distributor appointed by Prevue with authority to open and support Accounts at Prevue Online;
f) “License” means an unlimited use license described in section 4 of this Agreement;
g) “Prevue Assessments” means any one or more of the Prevue Abilities Assessments, the Prevue Occupational Interests Assessment, and the Prevue Personality Assessments;
h) “Prevue Benchmark” is the profile of a preferred candidate for a particular position represented by the desired range of scores on each of the scales of the Prevue Assessments;
i) “Prevue Credits” means the currency used in Prevue Online for assessing candidates, activating Prevue Benchmarks, and ordering Prevue Reports through a Pay-Per-Use Account;
j) “Pay-Per-Use Account” means an Account that requires a user to purchase Prevue Credits and use those credits to activate Prevue Benchmarks and obtain Prevue Reports for candidates who are invited by the user to take any of the Prevue Assessments;
k) “Prevue Online” means the website at www.prevueonline.com where you can administer Prevue Assessments to your candidates;
l) “Unlimited Use Account” means an Account that is designated by Prevue for unlimited use of Prevue Assessments by a user under a License;
m) “Prevue Reports” means all the reports that can be generated from Prevue Online from the use of Prevue Assessments from time to time;
n) “Services” means the supply to you of the Account, Prevue Credits, Prevue Assessments, Prevue Reports, plus all other information, documents, and reports available to you through Prevue Online and any testing or other services provided to you by Prevue from time to time.

1.2 Headings: Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

2. Scope of Agreement
2.1 Services Covered by this Agreement: Your use of the Services (including the Account established for you at Prevue Online) is subject to the terms of this Agreement between you and Prevue. Unless otherwise agreed in writing with Prevue, your agreement for use of the Services will always include, at a minimum, the terms set out in this Agreement. In the event of a conflict between the terms of this Agreement and the terms of any other written agreement between you and Prevue, the terms of this Agreement will prevail.

2.2 Prevue Distributor: Where the Services are provided by or through a Distributor with whom you do business, this Agreement will apply notwithstanding the Services are provided in whole or in part by the Distributor.

2.3 Your Acceptance of This Agreement: By using or accessing the Services, you agree to abide by this Agreement without modification by you. If you don’t agree, then do not use the Services. If you are entering into the Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms of this Agreement; and in such event, “you” and “your” as used in this Agreement will refer to such entity. If you do not have such authority, or if you or such entity do not agree to the terms and conditions of this Agreement, you may not use the Services.

2.4 Amendments to This Agreement: Prevue may change the terms of this Agreement at any time on a minimum of 30 days’ notice. When changes are made, Prevue will notify you through the user interface in your Account, in an email message, or through such other means as Prevue considers reasonable. If you use the Services after the date the change becomes effective, you consent to the changed terms. If you don’t agree to the changes, you must stop using the Services.

3. Supply of Account
3.1 Account Set-up: Prevue or a Distributor has established and will maintain an Account for you at Prevue Online with log-in rights to enable you to administer Prevue Assessments to candidates, generate Prevue Reports, develop and use Prevue Benchmarks, and control and manage candidate and position data.

3.2 Type of Account: When the Account is established it will be identified as one of two types:

a) A Pay-Per-Use Account where you can purchase and use Prevue Credits for assessing candidates, requisitioning Prevue Reports for candidates, and activating Prevue Benchmarks for your positions; or
b) An Unlimited Use Account where you can assess and requisition Prevue Reports for an unlimited number of candidates and develop an unlimited number of Prevue Benchmarks for your positions during the term of the License.

3.3 Account Information: You are responsible for keeping your Account information and passwords confidential, and you are responsible for all activity that occurs under your Account. You can use your Account to gain access to other Prevue products, websites, or services (such as Prevue APS and Job Description Builder). If you do so, the terms and conditions for those products, websites, or services will also apply to your use of those products, websites, or services in addition to the terms of this Agreement.

4. Unlimited Use Accounts
4.1 Grant of License: Where you are supplied with an Unlimited Use Account, Prevue grants you a non-exclusive, non-assignable, unlimited use license (the “License”) to use the Services to assess an unlimited number of candidates who are in your employ or apply for job openings in your organization during the initial term of the License and each renewal of the License.

4.2 License Term: The License is an annual license (unless otherwise agreed upon in writing by Prevue) that commences on the date agreed upon by you and Prevue and continues for an initial term of one year. The License will automatically renew for successive one-year terms as provided in section 5.4 of this Agreement.

4.3 License Fee: The fee for the annual License is collected and charged in advance and is based on the number of persons in your employ at the date of commencement of the License and each renewal of the License as agreed upon between you and Prevue or a Distributor. The License fee on each renewal will be equal to the fee for the immediately preceding one-year term unless the number of persons in your employ changed or unless Prevue has given you at least 30 days prior notice of a fee increase.

4.4 License Termination: The License and the supply of the Services will terminate on written notice to you from Prevue if you fail to cure a breach of any of the provisions, terms and conditions of this Agreement within 10 days of receipt of written notice of such breach. Upon termination, Prevue will be entitled to disable access to the Account.

5. Fees & Charges
5.1 Invoices: You will be invoiced for any Prevue Credits or other Services you purchase or for any License granted to you for an Unlimited Use Account, and you agree to pay those charges in the currency and within the time specified in the invoice. Prevue may suspend or cancel the Account if payment is not made on time. Suspension or cancellation of the Account for non-payment could result in a loss of access to and use of your Account and Account Data.

5.2 Sales Taxes: The price for any Services (including any License) is exclusive of all applicable federal, state, provincial, or local sales or value added taxes or levies that will be added to the price for the Services you purchase.

5.3 Your Billing Account: To pay the charges for any Services provided by Prevue, you’ll be asked to provide a payment method at the time you sign up for those Services. You agree to keep your billing information current at all times.

5.4 Automatic Renewal: Provided that automatic renewals are allowed in your country, province, or state, we’ll inform you by email before automatically renewing any License granted to you. Once we have informed you that your License will be automatically renewed, we may automatically renew the License and charge you the then current price for the renewal term. We’ll also remind you that we’ll bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. You must cancel the Services before the renewal date to avoid being billed for the renewal.

5.5 Cooling Off Period: When you request a Service from us, you agree that we may begin to provide the Service immediately. You won’t be entitled to a cancellation or “cooling off” period, except if the law requires a cooling off period.

5.6 Price Changes: We may change the price of the Services at any time and will notify you by email at least 30 days before the price change. If you don’t agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your current Service offer (such as a License) at the time notice is given of a price change, that price change will not become effective until the end of the term of your current Service offer.

5.7 Refund Policies: Unless otherwise provided by law, all purchases are final and non-refundable.

5.8 Late Payments: A late payment fee of 1% per month will be charged on overdue accounts. You must also pay for all reasonable costs we incur to collect any past due amounts including reasonable lawyers’ fees and other legal fees and costs.

6. Provision of Services
6.1 User Covenants: You acknowledge and agree that:

a) Comply with Guidelines: You will comply with all guidelines, manuals, directives, or other publications that are available in Prevue Online in regard to the use of your Account, Prevue Assessments, or other Services.
b) Use of Services: You will use the Services only for purposes that are permitted: (i) under the terms of this Agreement; and (ii) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions in which you conduct business.
c) No Interference: You will not engage in any activity that interferes with or disrupts the Services or the servers and networks that are connected to the Services.
d) Assessment Data. You acknowledge and agree that Prevue may use assessment or test data collected in your Account for the purpose of conducting norm or other psychometric studies that Prevue considers necessary to confirm the validity, reliability, and fairness of the Prevue Assessments, provided that Prevue will keep confidential the names and other identification information of all candidates included in any such study.

6.2 Prevue Covenants: Prevue acknowledges and agrees:

a) Confidentiality: To maintain the confidentiality of all Account Data you develop in your Account.
b) Privacy: To protect the privacy of any personal information of individuals (whether your employees or otherwise) that you develop or collect in your Account in accordance with the Prevue Privacy Policy that is set out in Prevue Online.
c) Indemnity: Notwithstanding any other term of this Agreement, to indemnify and hold you and your officers, directors, employees, and agents harmless from and against any and all claims, demands, cause of action, losses, proceedings, damages, expenses, and judgments arising out of any claim or allegation that any part of the Services, including your use of the Account and Prevue Assessments infringes any third party intellectual property rights.
d) Representation and Warranty: Prevue represents and warrants that it is authorized to sell and deliver the Services to you and has all the requisite capacity, power, and authority to execute, deliver, and perform all its obligations under this Agreement.

6.3 Limitation of Liability: You understand and agree that except as expressly otherwise provided in section 6.2(c) Prevue’s liability is limited to termination of use of the Account by you. To the extent not prohibited by applicable law, Prevue is not liable for any direct, indirect, incidental, special, consequential, punitive, exemplary, or other type of damages, including but not limited to, damages for loss of profits, revenue, goodwill, use, data, electronically transmitted orders, or other economic advantage (even if Prevue has been advised of the possibility of such damages), however caused and regardless of the theory of liability, whether in contract (including fundamental breach), tort (including negligence), or otherwise arising out of, or related to:

a) Your use or inability to use the Services;
b) The cost of procurement of substitute goods and services purchased or obtained or messages received or transactions entered into through or from the Services;
c) Unauthorized access to or alteration of your transmissions or data;
d) Any other matter relating to the Services, including materials or content you may download, use, modify, or distribute from Prevue Online.
You have the sole responsibility for adequate protection and backup of Account Data created in your Account and will not make a claim against Prevue for lost data, re-run time, inaccurate output, work delays, or lost profits resulting from the use of the Account.

6.4 Disclaimer of Warranties: You expressly understand and agree that except as provided in section 6.2(d):

a) Prevue Online and the Account are provided on an “as is” and “as available” basis. Your use of Prevue Online, the Account, or other Services is at your own risk.
b) Prevue disclaims all warranties of any kind whether express or implied, including but not limited to, the implied warranties of merchantability or fitness for a particular purpose.
c) Prevue makes no warranties regarding the accuracy, reliability, quality, or availability of the Services.
d) No advice or information obtained from Prevue or Prevue Online, whether written or oral, will create any warranty not expressly stated in this Agreement.
Further, Prevue makes no warranty or condition that:
a) The Services will meet your requirements.
b) The Services will be uninterrupted, timely, secure, or error-free.
c) The quality of any of the Services obtained by you through Prevue Online will meet your expectations.

6.5 Managing Content & Communications: Prevue has the right, at its sole discretion, to alter or remove user content from Prevue Online (including the Account) and to restrict, suspend, or terminate access to your Account, at any time in order to protect itself and other users from possible claims or to comply with legal requirements. Prevue may, but is not obligated to, monitor or review (i) any areas of Prevue Online where you develop, collect, transmit, or post information, including but not limited to areas where Services are available, and (ii) the substance of any Account Data. To the maximum extent permitted by law, Prevue will have no liability relating to Account Data arising under the laws of copyright, libel, privacy, or otherwise.

7. Proprietary Rights
7.1 You acknowledge and agree that Prevue owns all legal right, title, and interest in and to the Services, including any intellectual property rights that subsist in the Services (whether those rights happen to be registered or not and wherever in the world those rights may exist). You acknowledge further that you do not acquire any ownership rights by using the Account or other Services.

7.2 Unless Prevue has agreed otherwise in writing with you, nothing in this Agreement gives you a right to:

a) Use any of Prevue’s trade names, trademarks, service marks, logo, domain names and other distinctive brand features;
b) Modify, reproduce, duplicate, copy, license, sell, trade or resell the Services for any purpose.
c) Modify, reverse engineer, or create derivative works from any of the Services.

7.3 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services.

8. Miscellaneous
8.1 Entire Agreement: This Agreement constitutes the entire agreement between you and Prevue in respect of the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties are expressly canceled.

8.2 Governing Law: This Agreement will be governed and interpreted according to the laws of the Province of British Columbia, Canada.

8.3 Dispute Resolutions: All disputes arising out of or in connection with this contract will be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre (“BCICA”). The appointing authority will be the BCICA. The case will be administered by the BCICA in accordance with its Rules. The place of arbitration will be Vancouver, British Columbia, Canada.

8.4 Other: In the event that any of the provisions of this Agreement will be held by a court or other tribunal of competent jurisdiction to unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Failure of any party to insist upon strict compliance with any of the terms and conditions of this Agreement will not be deemed a waiver or relinquishment of any similar right or power at any subsequent time.


 

Prevue Job Description Builder
Standard Terms of Supply Agreement

Thank you for choosing to use Prevue Job Description Builder (“JDB”). This is an agreement between you and Prevue HR Systems Inc. (referred to as “Prevue,” “we,” or “our”) that describes your rights and obligations relating to the use of your Account at JDB. You should read this entire Agreement because all the terms of use are important and together create a legal agreement that applies to you.

1. Interpretation of this Agreement
1.1 Definitions: The following definitions will apply:

a) “Account” means the account that Prevue or a Distributor opens for you at JDB where you can develop Job Descriptions together with any one or more of the Add-Ons;
a) “Account Data” means Job Descriptions and Add-Ons that you create and save in your Account;
b) “Add-Ons” means the customized screening questions, interview questions, job ads/postings, competency profiles and Prevue Benchmarks that you can develop for each Job Description you create in JDB;
c) “Agreement” means this agreement made between you and Prevue;
d) “Distributor” means an authorized Prevue Distributor appointed by Prevue with authority to open and support accounts at JDB;
e) “License” means an unlimited use license described in section 4 of this Agreement;
f) “Job Descriptions” means the job descriptions you develop in your Account;
g) “JDB” means Job Description Builder” at the www.jdb.prevueonline.com website where your Account is located;
h) Pay-Per-Use Account” means an Account so designated by Prevue where a user can purchase and use Prevue to pay for Job Descriptions and Add-Ons;
i) “Prevue Assessments” means any one or more of the Prevue Abilities Assessments, the Prevue Occupational Interests Assessments, and the Prevue Personality Assessments in paper or digital format;
j) “Prevue Benchmark” is the profile of a preferred candidate for a particular position represented by the desired range of scores on each of the scales of the Prevue Assessments;
k) “Prevue Credits” means the currency used in JDB for developing Job Descriptions and Add-Ons through a Pay-Per-Use Account;
l) “Prevue Online” means the website at www.prevueonline.com where you can administer Prevue Assessments to your candidates;
m) “Unlimited Use Account” means an Account that is designated by Prevue for unlimited use of JDB by a user under a License;
n) “Services” means the supply to you of the Account, Prevue Credits, Job Descriptions, Add-Ons, all other information, documents, and reports available to you through JDB and other services provided to you by Prevue from time to time.

1.2 Headings: Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

2. Scope of Agreement
2.1 Services Covered by This Agreement: Your use of the Services (including the Account established for you at JDB) is subject to the terms of this Agreement between you and Prevue. Unless otherwise agreed in writing with Prevue, your agreement for use of the Services will always include, at a minimum, the terms set out in this Agreement. In the event of a conflict between the terms of this Agreement and the terms of any other written agreement between you and Prevue, the terms of this agreement will prevail.

2.2 Prevue Distributor: Where the Services are provided by or through a Distributor with whom you do business, this Agreement will apply notwithstanding the Services are provided in whole or in part by the Distributor.

2.3 Your Acceptance of This Agreement: By using or accessing the Services you agree to abide by this Agreement without modification by you. If you don’t agree, then do not use the Services. If you are entering into the Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms of this Agreement; and in such event, “you” and “your” as used in this Agreement will refer to such entity. If you do not have such authority, or if you or such entity do not agree to the terms and conditions of this Agreement, you may not use the Services.

2.4 Amendments to This Agreement: Prevue may change the terms of this Agreement at any time on a minimum of 30 days’ notice. When changes are made, Prevue will notify you through the user interface in your Account, in an email message, or through such other means as Prevue considers reasonable. If you use the Services after the date the change becomes effective, you consent to the changed terms. If you don’t agree to the changes, you must stop using the Services.

3. Supply of Account
3.1 Account Set-up: Prevue or a Distributor has established and will maintain an Account for you at JDB with log-in rights to enable you to develop Job Descriptions and Add-Ons. The opening of your Account at JDB will automatically provide you with an account at Prevue Online where you can administer Prevue Assessments to job applicants to obtain job assessment reports.

3.2 Type of Account: When the Account is established it will be identified as one of two types:

a) A Pay-Per-Use Account where you can purchase and use Prevue Credits for developing Job Descriptions and Add-Ons; or
b) An Unlimited Use Account where you can develop an unlimited number of Job Descriptions and Add-Ons during the term of the License.

3.3 Account Information: You are responsible for keeping your Account information and passwords confidential, and you are responsible for all activity that occurs under your Account. You can use your Account to gain access to other Prevue products, websites, or services (such as Prevue Assessments through Prevue Online or Prevue APS). If you do so, the terms and conditions for those products, websites, or services will also apply to your use of those products, websites, or services in addition to the terms of this Agreement.

4. Unlimited Use Accounts
4.1 Grant of License: Where you are supplied with an Unlimited Use Account, Prevue grants you a non-exclusive, non-assignable, unlimited use license (the “License”) to use the Services to develop an unlimited number of Job Descriptions for jobs in your organization during the initial term of the License and each renewal of the License.

4.2 License Term: The License is an annual license (unless otherwise agreed upon in writing by Prevue) that commences on the date agreed upon by you and Prevue and continues for an initial term of one year. The License will automatically renew for successive one-year terms as provided in section 5.4 of this Agreement.

4.3 License Fee: The fee for the annual License is collected and charged in advance and is based on the number of persons in your employ at the date of commencement of the License and each renewal of the License as agreed upon between you and Prevue or a Distributor. The License fee on each renewal will be equal to the fee for the immediately preceding one-year term unless the number of persons in your employ changed or unless Prevue has given you at least 30 days prior notice of a fee increase.

4.4 License Termination: The License and the supply of the Services will terminate on written notice to you from Prevue if you fail to cure a breach of any of the provisions, terms, and conditions of this Agreement within 10 days of receipt of written notice of such breach. Upon termination, Prevue will be entitled to disable access to the Account.

5. Fees & Charges
5.1 Invoices: You will be invoiced for any Prevue Credits or other Services you purchase or for any License granted to you for an Unlimited Use Account, and you agree to pay those charges in the currency and within the time specified in the invoice. Prevue may suspend or cancel the Account if payment is not made on time. Suspension or cancellation of the Account for non-payment could result in a loss of access to and use of your Account and Account Data.

5.2 Sales Taxes: The price for any Services (including any License) is exclusive of all applicable federal, state, provincial, or local sales or value added taxes or levies that will be added to the price for the Services you purchase.

5.3 Your Billing Account: To pay the charges for any Services provided by Prevue, you’ll be asked to provide a payment method at the time you sign up for those Services. You agree to keep your billing information current at all times.

5.4 Automatic Renewal: Provided that automatic renewals are allowed in your country, province, or state, we’ll inform you by email before automatically renewing any License granted to you. Once we have informed you that your License will be automatically renewed, we may automatically renew the License and charge you the then current price for the renewal term. We’ll also remind you that we’ll bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. You must cancel the Services before the renewal date to avoid being billed for the renewal.

5.5 Cooling Off Period: When you request a Service from us, you agree that we may begin to provide the Service immediately. You won’t be entitled to a cancellation or “cooling off” period, except if the law requires a cooling off period.

5.6 Price Changes: We may change the price of the Services at any time and will notify you by email at least 30 days before the price change. If you don’t agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your current Service offer (such as a License) at the time notice is given of a price change, that price change will not become effective until the end of the term of your current Service offer.

5.7 Refund Policies: Unless otherwise provided by law, all purchases are final and non-refundable.

5.8 Late Payments: A late payment fee of 1% per month will be charged on overdue accounts. You must also pay for all reasonable costs we incur to collect any past due amounts including reasonable lawyers’ fees and other legal fees and costs.

6. Provision of Services
6.1 User Covenants: You acknowledge and agree that:

a) Comply with Guidelines: You will comply with all guidelines, manuals, directives, or other publications that are available in JDB in regard to the use of your Account or other Services.
b) Use of Services: You will use the Services only for purposes that are permitted: (i) under the terms of this Agreement; and (ii) any applicable law, regulation, or generally accepted practices or guidelines in the relevant jurisdictions in which you conduct business.
c) No Interference: You will not engage in any activity that interferes with or disrupts the Services (or the servers and networks that are connected to the Services.

6.2 Prevue Covenants: Prevue acknowledges and agrees:

a) Confidentiality: To maintain the confidentiality of all Account Data you develop in your Account.
b) Privacy: To protect the privacy of any personal information of individuals (whether your employees or otherwise) that you develop or collect in your Account in accordance with the Prevue Privacy Policy that is set out in JDB.
c) Indemnity: Notwithstanding any other term of this Agreement, to indemnify and hold you and your officers, directors, employees, and agents harmless from and against any and all claims, demands, cause of action, losses, proceedings, damages, expenses, and judgments arising out of any claim or allegation that any part of the Services, including your use of the Account and Prevue Assessments infringes any third party intellectual property rights.
d) Representation and Warranty: Prevue represents and warrants that it is authorized to sell and deliver the Services to you and has all the requisite capacity, power, and authority to execute, deliver, and perform all its obligations under this Agreement.

6.3 Limitation of Liability: You understand and agree that except as expressly otherwise provided in section 6.2(c) Prevue’s liability is limited to termination of use of the Account by you. To the extent not prohibited by applicable law, Prevue is not liable for any direct, indirect, incidental, special, consequential, punitive, exemplary, or other type of damages, including but not limited to, damages for loss of profits, revenue, goodwill, use, data, electronically transmitted orders, or other economic advantage (even if Prevue has been advised of the possibility of such damages), however caused and regardless of the theory of liability, whether in contract (including fundamental breach), tort (including negligence), or otherwise arising out of, or related to:

a) Your use or inability to use the Services;
b) The cost of procurement of substitute goods and services purchased or obtained or messages received or transactions entered into through or from the Services;
c) Unauthorized access to or alteration of your transmissions or data;
d) Any other matter relating to the Services, including materials or content you may download, use, modify, or distribute from JDB.
You have the sole responsibility for adequate protection and backup of Account Data created in your account and will not make a claim against Prevue for lost data, re-run time, inaccurate output, work delays, or lost profits resulting from the use of the Account.

6.4 Disclaimer of Warranties: You expressly understand and agree that except as provided in section 6.2(d):

a) JDB and the Account are provided on an “as is” and “as available” basis. Your use of JDB, the Account, or other Services is at your own risk.
b) Prevue disclaims all warranties of any kind whether express or implied, including but not limited to, the implied warranties of merchantability or fitness for a particular purpose.
c) Prevue makes no warranties regarding the accuracy, reliability, quality, or availability of the Services.
d) No advice or information obtained from Prevue or JDB, whether written or oral, will create any warranty not expressly stated in this Agreement.
Further, Prevue makes no warranty or condition that:
a) The Services will meet your requirements
b) The Services will be uninterrupted, timely, secure, or error-free.
c) The quality of any of the Services obtained by you through JDB will meet your expectations.

6.5 Managing Content & Communications: Prevue has the right, at its sole discretion, to alter or remove user content from JDB (including the Account) and to restrict, suspend, or terminate access to your Account at any time in order to protect itself and other users from possible claims and comply with legal requirements. Prevue may, but is not obligated to, monitor or review: (i) any areas of JDB where you develop collect, transmit or post information, including but not limited to areas where Services are available, and (ii) the substance of any Account Data. To the maximum extent permitted by law, Prevue will have no liability relating to Account Data arising under the laws of copyright, libel, privacy, or otherwise.

7. Proprietary Rights
7.1 You acknowledge and agree that Prevue owns all legal right, title, and interest in and to the Services, including any intellectual property rights that subsist in the Services (whether those rights happen to be registered or not and wherever in the world those rights may exist). You acknowledge further that you do not acquire any ownership rights by using the Account or other Services.

7.2 Unless Prevue has agreed otherwise in writing with you, nothing in this Agreement gives you a right to:

a) Use any of Prevue’s trade names, trademarks, service marks, logo, domain names, and other distinctive brand features;
b) Modify, reproduce, duplicate, copy, license, sell, trade, or resell the Services for any purpose.
c) Modify, reverse engineer, or create derivative works from any of the Services.

7.3 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) that may be affixed to or contained within the Services.

8. Miscellaneous
8.1 Entire Agreement: This Agreement constitutes the entire agreement between you and Prevue in respect of the subject matter hereof, and any and all written or oral agreements heretofore existing between the parties are expressly canceled.

8.2 Governing Law: This Agreement will be governed and interpreted according to the laws of the Province of British Columbia, Canada.

8.3 Dispute Resolutions: All disputes arising out of or in connection with this contract will be referred to and finally resolved by arbitration under the International Commercial Arbitration Rules of Procedure of the British Columbia International Commercial Arbitration Centre (“BCICA”). The appointing authority will be the BCICA. The case will be administered by the BCICA in accordance with its Rules. The place of arbitration will be Vancouver, British Columbia, Canada.

8.4 Other: In the event that any of the provisions of this Agreement will be held by a court or other tribunal of competent jurisdiction to unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Failure of any party to insist upon strict compliance with any of the terms and conditions of this Agreement will not be deemed a waiver or relinquishment of any similar right or power at any subsequent time.