PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS SITE IN ANY WAY, INCLUDING USING THE SERVICE, CLICKING ON ANY BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE SITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CODERSNOW, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE EMPLOYER, AND TO BIND THAT COMPANY TO THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICE.
Throughout this document, the words “CodersNow,” “us,” “we,” and “our,” refer to our company, (“CodersNow”), our Site or our Service, as is appropriate in the context of the use of the words. The term “User” involves anyone who accesses, views, uses, or interacts with the Site and/or Service. The term “Coder” will refer to Users of our Service who are seeking employment opportunities through CodersNow. The term “Employer” will refer to a company that is interested in hiring Coders through the use of our Service. The term “You” refers to the individual, agent, representative, or legal entity, as applicable, identified as the user when you register on the Site. The term “User Content” refers to any content, media, digital files, interaction, documents, or files used on or with the Site and/or Service.
Throughout this document “match(es)” will refer to the match process offered through the Service that Employers will use to find Coders. It is important to understand that these matches are non-binding and do not create any contractual obligations to either Coders or Employers. Matches merely allow Coders to meet Employers who may be interested in hiring them.
You agree to keep all information gained from using our Site confidential. You agree that (1) you will use any content submitted by Coders in accordance with applicable privacy and data protection laws per your local ordinance, provincial law, or the laws of your country of residence and/or use of the Site; (2) you will not disclose the names or identities of any Coders listed from any match, outside of your recruiting or hiring department; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly disclose or disseminate any job offers which you become aware of through our Site or Service. You further acknowledge that any copyrightable, potential trademark(s), or patentable inventions that are created from use of this site are property of CodersNow.
Our Service may allow you to upload photos, videos, resumes, projects and other information and may allow you to message or communicate in other ways with other users through our Service. Any information that you post, transmit or submit through our Site or Service will be referred to as “Content” throughout this Agreement and subject to Sections 8 and 9 of this Agreement.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY CODERSNOW AT ITS SOLE DISCRETION AT ANY TIME.
When changes are made, we will make a new copy of the Agreement available on the Site. We will also update the “Last Updated” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new Users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing Users, provided that any material changes shall be effective for Users who have a registered account on the Site (“Registered Users”) upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. CodersNow may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s).
PLEASE REGULARLY CHECK THE SITE TO VIEW THE CURRENT TERMS OF SERVICE.
CodersNow Description Of Service(s)
CodersNow is an online service that connects Employers with Coders through a non-binding match interview request process for an Employer’s needs. As an Employer, you have the opportunity to be matched to different Coders that have already been certified by CodersNow. You may submit interview requests (“Requests”) with any Coders on our Service that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding employment contract. The match only acts as a tool for Employers to explore candidate opportunities without obligation.
As a Coder, you have an opportunity to receive interview requests (“Requests”) from different Employers using CodersNow in Canada and/or the United States, where you will negotiate with transparency as to role and compensation in your local currency for each interview request. The match process is non-binding and does not create any contractual obligations between the Employer and the Coder. The match shall only serve as a tool for Coders to explore opportunities without obligation.
In registering for an account on the Site, you agree to (1) provide true, accurate, current, and complete information about yourself as prompted by the Services’ registration form (“Registration Data”), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under and by your account. If you provide any Content that is untrue, inaccurate, not current, or incomplete, and/or CodersNow has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, CodersNow has the right to suspend or terminate your account and refuse any and all current or future use of the Site or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by CodersNow, or if you have been previously banned from the Site or Service.
Coder Specific Provision
In order to use CodersNow as a Coder you must register with the Site. The use of the Site is free for Coders. When registering with CodersNow, we may require you to fill out a technical test and to provide us information such as your name, e-mail address, employment history, licenses, certificates, degrees, background check, English proficiency, work experience and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third-party service such as Github, LinkedIn or Twitter to register at our sole discretion. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.
Employer Specific Provision
In order to use CodersNow as an Employer you must register with the Site. The registration with the Site is free for Employers. When registering we may require you to provide us information related to your company such as number of team members, proof of an existent product/service or experience in an accelerator, or the ability to offer a job with an annual salary superior than $50,000 USD. We may also allow you to use a third-party service to register at our sole discretion. We will review the information that you provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests to, Coders that have been certified and have completed their profile on CodersNow.
You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks as per Sections 8 and 9, except as authorized by this Agreement or as otherwise authorized in writing by CodersNow. Remember when using CodersNow we ask you to act reasonably and responsibly with others. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner.
When using our Site and Service:
Match And Request Process
After an Employer’s registration has been accepted by us, the Employer will be able to browse the Coders on our Site, communicate with these Coders, and submit preliminary non-binding Requests.
Once an Employer has discovered a Coder on our Site or Service, the Employer agrees to communicate exclusively with the Coder through our Site and Service for at least twelve (12) months after the discovery. The Employer agrees not to attempt to circumvent our Site and Service by independently attempting to communicate and hire the Coder through alternative means after discovering the Coder on our Site or Service.
After a Coder has registered and created a profile on CodersNow, he or she will be able to receive a request using software made available by us through the Service. Employers will have the opportunity to engage with Coders for their services through the Request process. At the conclusion of the Request process the Coder may, but is not required to, contact any Employer that made a Request to him or her. All offers by Employers through our Site and Service are non-binding until the Coder accepts the offer. The Coder must comply with this Agreement, and any other rules or instructions from CodersNow, when conducting a match.
Any agreements created between an Employer and a Coder are not binding on us in any manner. We are simply a platform and offer the Service to help create and facilitate relationships. We are not liable for, or obligated to enforce, any agreements between an Employer and a Coder. You will not consider CodersNow, nor will CodersNow be construed as, a party to such transactions, whether or not CodersNow receives some form of remuneration in connection with the transaction, and CodersNow will not be liable for any costs or damages arising out of or related to such transaction.
No contractual obligations are created for either the Coder or the Employer through the use of the Service. The Coder is not obligated to accept any Request at all. Additionally, Requests submitted by an Employer to a Coder through the Request process are not binding on the Employer. At the end of the Request process the Coder may choose which Employer, if any, he or she wishes to contact.
The Employer agrees to pay the monthly fees charged in accordance with the fees, charges, and billing terms in effect at the time the payment is due and payable hereunder. Employers are required to complete the required paperwork allowing CodersNow to directly pull monthly payments or whichever payment schedule is being utilized at the time.
Changes In Fees And Billing Methods
CodersNow reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you.
Limitations On Liability
CodersNow is not liable to third parties for any Content that has been posted or viewed on CodersNow’s Site or Service. For your convenience, the following are some important details of this Agreement that affect your rights and remedies:
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CODERSNOW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE OR SERVICE, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT CODERSNOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY, RESULTING FROM (A) THE USE OR INABILITY TO USE THE SITE OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
UNDER NO CIRCUMSTANCES WILL CODERSNOW BE LIABLE TO A CODER NOR EMPLOYER FOR THE GREATER OF (1) $50 USD, AS A RESULT OF THE CODER’S USE OF THE SITE OR SERVICE.
Intellectual Property Rights
The design of the Site and/or Service along with CodersNow created text, scripts, graphics, interactive features, copyrights, inventions and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to CodersNow, subject to copyright, trademark, patent, and other intellectual property rights under Canada and foreign laws and international conventions. CodersNow reserves all rights in and to the Service and the Site and any of its Content per this Agreement. You agree to not engage in the use, copying, or distributing any Content contained within the Site or through the Service unless we have given you express written permission to do so.
Licensing To CodersNow
You hereby grant to CodersNow and its owners, affiliates, representatives, licensors and assigns (the “CodersNow Parties”) a non-exclusive, royalty-free, world-wide, universal, transferable license to display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of your Content (“Your Content”) and anything we may make with the Content or Your Content through CodersNow or any other medium currently invented or invented in the future owned by CodersNow. We reserve the right to display advertisements in connection with Your Content. We are not required to host, display, or distribute any of your Content and we may refuse to accept or transmit Your Content, and may remove or delete all or any portion of Your Content from CodersNow at any time.
By submitting any Content to us, you hereby represent and warrant that you own all rights to Content and Your Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that Your Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to Content from a variety of sources, and that CodersNow is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content, and that such Content is not the responsibility of CodersNow. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the CodersNow Parties with respect thereto, and agree to indemnify and hold the CodersNow Parties harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
Disclaimer Of Warranties
THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS, FOR YOUR INFORMATION ONLY. CODERSNOW PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT, OUR SITE OR OUR SERVICE, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, OR NEGLIGENCE OR ANY OTHER TORT.
THE CODERSNOW PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE OR SERVICE WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICE.
THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
You agree to defend, indemnify and hold harmless the CodersNow and related Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
You also agree that you have a duty to defend us against such claims. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, arbitration costs, settlements and disbursements.
Communications Decency Act
This is an online community so please be respectful and reasonable while communicating with others. Since third parties independently upload their Content to our Site and our Service, we are not liable for any defamatory Content posted on our Site if published by a third party. Although we may choose to edit or delete any clearly defamatory Content, we are not required to, and we reserve all defenses for such speech made available to us by applicable statutes, the common law, and any other legal tool.
You are GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and CodersNow must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR CodersNow MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, the CodersNow will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) CodersNow also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator shall honor claims of privilege and privacy recognized at law; (vi) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 12 of the Terms. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Ontario law or Canadian federal law.
Notwithstanding the foregoing, either you or CodersNow may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the province or federal courts located in Toronto, Ontario. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the province or federal courts located in Toronto, Ontario, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Toronto, Ontario for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of the provision above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the provision prohibiting arbitration on a class or collective basis is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor the Company shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in provincial or federal court in Toronto, Ontario. By using the Site or the Service in any manner, you agree to the above arbitration provision.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, CodersNow shall have the sole right to elect which provision remains in force.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
We may suspend the Service or your account or any other provision of services to you, and we may terminate this Agreement, at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate this Agreement, you may do so by notifying CodersNow at any time and closing your account for the Service. Your notice should be sent in writing, in accordance with the Notice Section below. Termination of the Agreement may result in the immediate deletion of any Content that you have submitted to CodersNow. CodersNow will not have any liability whatsoever to you for any suspension or termination, including for deletion of Content or Your Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
Where CodersNow requires that you provide an e-mail address, you are responsible for providing CodersNow with your most current e-mail address. In the event that the last e-mail address you provided to CodersNow is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, CodersNow’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to CodersNow at the following address: 545 King St. W, Toronto ON, Canada, ATT: CodersNow. Such notice shall be deemed given when received by CodersNow by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
The communications between you and CodersNow use electronic means, whether you visit the Site or the Service or send CodersNow e-mails, or whether CodersNow posts notices on the Site or Service or communications with you via 3-mail. For contractual purposes, you (1) consent to receive communications from CodersNow in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that CodersNow provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Age Requirement and Notice
No user under the age of eighteen (18) years old may access, use, upload, interact, or otherwise use the Site or Service in any manner. We respect the privacy and protection of minors and this shall serve as notice of such policy.