These terms and conditions (the “Agreement”) create a contract between you and Peter Lucas Project Management Inc. and its affiliated corporations, as defined in The Business Corporations Act (Saskatchewan) (Peter Lucas Project Management Inc. and its affiliated corporations are collectively referred to as “PLB” or “Peter Lucas Bench”). Please read this Agreement carefully. To confirm your understanding and acceptance of this Agreement, click “Agree“.

 

1.         Introduction to Peter Lucas Bench’s Service

 

Peter Lucas Bench provides access to its web-based application as a service (the “Service”) to clients (“you” or the “Clients”) to find Peter Lucas staff, candidates, and independent contractors who provide project management or other professional services (each a “Talent” and the services they provide, the “Talent Services”). The “Platform” includes (a) Peter Lucas Bench’s web site located at https://www.peterlucasbench.com (the “Website”), (b) Peter Lucas Bench’s technology platform designed to find and connect Talent to those in need of project management and other professional services offered by or through Peter Lucas Bench (the “Platform”), and (c) all software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively, the “Content”). Any new features added to or amending the Platform are also subject to this Agreement. The “Matching Services” involve using any and all features, functions, and Content of the Platform that enable Clients to identify, review, contact, and otherwise take steps to engage Talent, as well as Peter Lucas Bench’s work in assisting the Client in identifying, reviewing, contacting, and taking steps to engage Talent. The Matching Services do not include any work performed by Talent. Nothing in this Agreement obligates: (1) the Client to engage any particular Talent for any work; (2) Peter Lucas Bench to provide to you or any Client with Matching Services; or (3) Peter Lucas Bench to identify Talent for any Client’s particular needs. For ease of reference, the Site, Platform, identities or descriptions of Talent and Talent services, the Matching Services, other content, Peter Lucas Bench’s proprietary information, and any other Peter Lucas Bench products or services are collectively referred to in this Agreement as “PLB Properties.”

 

2.         Acceptance of Terms

 

Peter Lucas Bench provides the PLB Properties to you through the Site and the Platform, subject to this Agreement. By accepting this Agreement or by accessing or using any portion of the PLB Properties, you acknowledge that you have read, understood, and agree to be bound by this Agreement. You further acknowledge that this Agreement is a contract between you and Peter Lucas Bench, even though it is electronic and is not physically signed by you and Peter Lucas Bench, and it governs your use of the PLB Properties. If you are entering into this Agreement on behalf of a company, business, or other legal entity (“Client Entity”), you represent that you have the authority to contractually bind such Client Entity to this Agreement, in which case the terms “you” or “your” or “Client” will refer to such Client Entity.

 

3.         User Account

 

In order to use the Service you must register for a personal account (the “User Account”) by providing a username and password (the “Registration Information”), which may be done through the Website. Your Registration Information is valuable, and you are responsible for maintaining its confidentiality and security. Peter Lucas Bench is not responsible for any losses arising from the unauthorized use of your Registration Information. Please contact Peter Lucas Bench if you suspect that your Registration Information has been compromised.

 

You also agree that you will not license, transfer, sell or assign your Registration Information and/or this Agreement to any third party without Peter Lucas Bench’s written approval.

 

4.         Authorization and Access

 

(a) Subject to your compliance with this Agreement and the provisions hereof, you may access or use the PLB Properties solely for the purpose of your evaluation of PLB, Talent and PLB’s products and services as an existing or prospective Client of PLB. (b) You will not: (i) allow any competitor of Peter Lucas Bench to use or access the PLB Properties, (ii) use or access the PLB Properties to develop or enhance any product or service, or (iii) copy any ideas, features, functions, or graphics of the PLB Properties. You are not permitted to access or use the PLB Properties for public comment unless authorized in writing by Peter Lucas Bench. You are also not permitted to copy, modify, frame, repost, publicly perform or display, sell, reproduce, distribute, or create derivative works of the PLB Properties. You may only link to the Website or Platform, or any portion thereof, as expressly permitted by Peter Lucas Bench. You agree not to access the Website, Platform, or Matching Service by any means other than through the interface that is provided by Peter Lucas Bench to access the same, except that you may download, display and print portions of the Content other than any software, but only to the minimum extent necessary and consistent with the purpose of your access and use of the PLB Properties under this Agreement, and provided further that you do not modify such Content in any way and you keep intact all copyright, trademark, and other proprietary notices.

 

5.         Ownerships and Restrictions

 

All rights, title, and interest in and to the PLB Properties will remain with and belong exclusively to Peter Lucas Bench. You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the PLB Properties available to any third party, (b) use the PLB Properties in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the PLB Properties or their related components, or (c) modify, adapt or hack the PLB Properties to, or try to, gain unauthorized access to the PLB Properties or related systems or networks (i.e., circumvent any encryption or other security measures, gain access to any source code or any other underlying form of technology or information, and gain access to any part of the PLB Properties, or any other products or services of Peter Lucas Bench that are not readily made available to the general public or to you using your own account name and password as instructed by Peter Lucas Bench).

 

6.         Limiting Access to Your Account

 

Peter Lucas Bench may access your User Account in order to respond to your requests for technical support or to verify compliance with your obligations to Peter Lucas Bench, comply with law, or to maintain and improve its own systems. Peter Lucas Bench may, at its option, provide email or other online account support.

 

7.         Reservation of Rights

 

Peter Lucas Bench and its licensors each own and retain their respective rights in and to all logos, company names, marks, trademarks, copyrights, trade secrets, know-how, patents and patent applications that are used or embodied in or otherwise related to the PLB Properties. PLB grants no other rights or licenses (implied, by estoppel, or otherwise) whatsoever to you under this Agreement.

 

8.         Privacy

 

Personal details provided by you when you set up your User Account are subject to Peter Lucas Bench’s privacy policy, as amended from time to time (the “Privacy Policy”). The Privacy Policy is incorporated into and forms part of this Agreement. By clicking “Agree” you are consenting to Peter Lucas Bench’s use of such personal information in accordance with the Privacy Policy.

 

9.         Confidentiality

 

All business, technical or financial information disclosed by Peter Lucas Bench via the PLB Properties, including without limitation, the Website, Platform, or Matching Services, is the “Proprietary Information” of Peter Lucas Bench. Proprietary Information also includes, but is not limited to, the rates of each Talent on the Platform. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than evaluation of Peter Lucas Bench, Talent and Talent Services as an existing or prospective client of Peter Lucas Bench. However, you will not be obligated under this Section with respect to information that you can document is or becomes readily publicly available without restriction and through no fault of you (i.e., information that Peter Lucas Bench makes generally available to the public on the Website without requiring acceptance of this Agreement or a similar obligation of confidentiality). When you have completed your use of the Platform or Matching Services, or if you have not used the Platform or matching service  in 12 months, you will destroy all items and copies containing or embodying Proprietary Information. 

 

10.       Non-Solicit

 

During all periods of your access to or use of the Platform or Matching Services and for twelve (12) months after each such access or use (collectively, all such periods are referred to as the “Non-Solicit Period”), you will not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services any Talent whom you become aware of in connection with your interaction with Peter Lucas Bench. You also agree that you will not refer such Talent directly to parent, sibling, or other affiliated companies.

 

11.       Rights in User Content

 

By posting your information and other content (“User Content”) on or through the PLB Properties, you grant PLB a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the PLB Properties. PLB has the right, but not the obligation, to monitor the PLB Properties and User Content. PLB may remove or disable any User Content at any time for any reason, or for no reason at all.

 

12.       Unsecured Transmission of User Content

 

You understand that the operation of the Website and Platform, including User Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to PLB’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the PLB Properties. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of User Content. PLB will have no liability to you for any unauthorized access or use of any User Content, or any corruption, deletion, destruction, or loss of any of User Content.

 

13.       Updates, Modification, Suspension and Discontinuation of Service

 

Peter Lucas Bench reserves the right in its sole discretion to update, modify suspend or discontinue the Service and this Agreement or any part thereof at any time with or without notice to you, and Peter Lucas Bench will not be liable to you or to any third party should it exercise such rights. Your continued use of any of the PLB Properties after the date any such changes become effective constitutes your acceptance of the new or revised Agreement.

 

14.       Termination

 

If you fail, or Peter Lucas Bench has reasonable grounds to suspect that you have failed, to comply with any of the provisions of this Agreement, Peter Lucas Bench may, without notice to you, terminate this Agreement and terminate your access to the Service.

 

15.       Disclaimers and Limitations of Liability

 

       (a)       Warranty Disclaimer THE SERVICE IS PROVIDED ‘AS-IS’ WITHOUT REPRESENTATIONS, WARRANTIES, CONDITIONS AND INDEMNITIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. PETER LUCAS BENCH DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR-FREE OPERATION, TITLE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. PETER LUCAS BENCH DOES NOT PROVIDE ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR INDEMNITIES REGARDING THE USE, VALIDITY, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY OR RELIABILITY OF, OR ANY RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE SERVICE OR ANY INFORMATION OR OTHER MATERIALS MADE AVAILABLE THROUGH THE SERVICE. PETER LUCAS BENCH DOES NOT ASSUME ANY OBLIGATION TO UPDATE THE SOFTWARE AND/OR SERVICE OR ADVISE OF ANY FURTHER DEVELOPMENTS WITH RESPECT TO THE SOFTWARE AND/OR SERVICE.

 

       (b)   Limitation of Liability UNDER NO CIRCUMSTANCES SHALL PETER LUCAS BENCH BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, PROFIT, OPPORTUNITY OR SAVINGS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE, OR THE INABILITY TO USE OR ACCESS THE SERVICE OR ANY INFORMATION OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICE WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, EVEN IF PETER LUCAS BENCH OR AN AUTHORIZED REPRESENTATIVE OF PETER LUCAS BENCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF THE SERVICE OR ANY INFORMATION OR OTHER MATERIALS AVAILABLE THROUGH THE SERVICE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF.

 

       (c)   Third Party Use Disclaimer YOU EXPRESSLY ACKNOWLEDGE THAT THE SOFTWARE RUNS ON AND THE UPLOADED DATA IS PROCESSED ON NETWORKS OR PLATFORMS OWNED AND OPERATED BY THIRD PARTIES. IN NO CIRCUMSTANCES SHALL PETER LUCAS BENCH BE RESPONSIBLE OR LIABLE FOR ANY DATA BREACH NOT CAUSED DIRECTLY BY PETER LUCAS BENCH.

 

16.       Anti-Spam Legislation Consent

 

In order to receive electronic communications from Peter Lucas Bench relating to the Service and other projects, you will be required to provide us with consent to receive electronic communications. By clicking “Agree” and providing us with your personal information, you are expressly consenting to receive such communications.

 

17.  Assignment

 

This Agreement, and your rights and obligations under this Agreement, may not be transferred or assigned by you without the prior written consent of Peter Lucas Bench, which consent may be arbitrarily withheld by Peter Lucas Bench in its sole and absolute discretion. Peter Lucas Bench may at any time assign this Agreement, including any of its rights and obligations hereunder, without your prior consent.

 

18.  Governing Law and International Use

 

The laws of the Province of Saskatchewan and the laws of Canada applicable therein shall govern as to the interpretation, validity, and effect of this Agreement notwithstanding any conflict of laws provisions or your domicile, residence, or physical location. You hereby consent and submit to the non-exclusive jurisdiction of the courts of the Province of Saskatchewan in any action or proceeding instituted under or related to this Agreement.

 

As the Platform may be accessed and used globally, if you choose to access the Platform from locations other than the United States or Canada, you do so on your own initiative and you are responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transmission of any technical data exported from or imported to Canada or the country in which you reside.

 

19.       Entire Agreement

 

These provisions constitute the entire agreement between you and Peter Lucas Bench relating to the Service, and supersede all previous communications, representations, and agreements, whether oral, written or electronic, between you and Peter Lucas Bench, with respect to the subject matter hereof; there being no representation, warranties, terms, conditions, undertakings, or collateral agreements (express, implied, or statutory), between the parties other than as expressly set forth in this agreement.

 

Notwithstanding the above, if you and Peter Lucas Bench have entered into a contract either before or after entering into this Agreement and this contract is for similar or related products and/or services as the Service, that contract shall be incorporated by reference to this Agreement.

 

20.  Severability

 

If any provision this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, then such provision shall be severed from this Agreement and shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. All other provisions of this Agreement shall, nevertheless, remain in full force and effect and no provision shall be deemed dependent upon any other provision unless so expressed herein.

 

21.  Enurement

 

The terms and provisions of this Agreement enure to the benefit of, and are binding upon, you and your heirs, executors, administrators, personal representatives, successors and permitted assigns, and upon Peter Lucas Bench and its successors and assigns.