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USER TERMS OF SERVICE
These Terms of Service, together with any other terms or policies incorporated herein by reference, as amended from time to time (collectively, these “Terms”) constitute a legally binding agreement between Teachworks (“Teachworks”) and the person or the legal entity identified as the User (as described below) agreeing to be bound by these Terms in connection with the access to and use of the Teachworks Platform (as defined herein).
If you access or use the Teachworks Platform as an individual not formally associated with an organization, then you accept and agree to these Terms on your own behalf and you are the “User.” If you access or use the Teachworks Platform on behalf of a company, organization, government, or other legal entity, then you are accepting and agreeing to these Terms on behalf of the legal entity that you represent and that entity is the “User.” When you accept these Terms on behalf of User you hereby represent and warrant to Teachworks that (i) you are of legal age to form a binding contract with Teachworks , (ii) you have the authority to accept these Terms personally or on behalf of the entity you represent, and (iii) you are not a person or acting on behalf of an entity barred from receiving or using the Teachworks Platform under the laws of Canada or any other applicable jurisdiction. Teachworks and User referred to herein, individually as a “party,” and collectively as the “parties.”
BY ACCEPTING THESE TERMS OR ACCESSING OR USING THE TEACHWORKS PLATFORM, USER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS. IF USER DOES NOT ACCEPT AND AGREE TO COMPLY WITH THESE TERMS, USER CANNOT ACCESS OR USE THE TEACHWORKS PLATFORM. TEACHWORKS RESERVES THE RIGHT TO UPDATE AND CHANGE THE TERMS FROM TIME TO TIME WITHOUT NOTICE. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE CURRENT SERVICE, INCLUDING THE RELEASE OF NEW TOOLS AND RESOURCES, SHALL BE SUBJECT TO THE TERMS OF SERVICE. CONTINUED USE OF THE SERVICE AFTER ANY SUCH CHANGES SHALL CONSTITUTE USER CONSENT TO SUCH CHANGES.
1. OVERVIEW. Through Teachworks’ proprietary technology platform (the “Teachworks Platform”) Teachworks provides two-sided marketplace which enables connections between Customers and Service Providers. “Customers” are individuals and/or businesses seeking to obtain coaching services (the “Services”) and “Service Providers” are individuals and/or businesses seeking to provide the Services to the Customers. Customers and Service Providers are referred to herein together as “User(s)”.
2. THE PLATFORM.
2.1 Ownership. Teachworks and its licensors reserve sole and exclusive ownership of all right, title, and interest in and to the Teachworks Platform, including all copyrights, patents, trademarks, trade secrets, and other intellectual property and proprietary rights embodied therein.
2.2 Teachworks Platform License. Subject to User’s compliance with these Terms, Teachworks grants Users a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the Term (as defined below) to access and use the Teachworks Platform (subject to User having a valid Account as described below). Teachworks and its licensors reserve all rights and licenses in and to the Teachworks Platform not expressly granted to User under these Terms.
2.3 Teachworks Platform Restrictions; Prohibited Uses. Users acknowledges that the Teachworks Platform contains trade secrets of Teachworks and its licensors, and User agrees not to access or use the Teachworks Platform in any manner inconsistent with Teachworks’ proprietary rights. User will not, and agrees not to: (a) use, or permit the use of, the Teachworks Platform except as expressly authorized under these Terms; (b) interfere with or disrupt the integrity or performance of the Teachworks Platform or any third-party application or third-party data or content contained therein; (c) reverse engineer, decompile, disassemble, decrypt, or otherwise tamper with the Teachworks Platform; (d) derive the trade secrets, source code, object code, algorithms, or such other code (in the form in which it is customarily read and edited) of the Teachworks Platform ; (e) defeat, avoid, by-pass, remove, disable, deactivate or otherwise circumvent any software protection mechanisms, restrictions on access, or any other features or functionalities of the Teachworks Platform; (f) gain unauthorized access to the Teachworks Platform ; (g) disseminate viruses, adware, spyware, worms, or other malicious code in or through the Teachworks Platform ; (h) overload, flood, spam, or otherwise create an undue burden on the Teachworks Platform infrastructure; (i) reproduce, copy, modify, adapt, translate, emulate, or create derivative works of the Teachworks Platform ; (j) distribute, sell, sublicense, or otherwise transfer or provide access to the Teachworks Platform ; (k) access the Teachworks Platform for the purpose of building a similar or competitive product or service; (l) monitor availability, performance, or functionality of the Teachworks Platform for any benchmarking or competitive purposes; (m) remove, alter, or obscure any proprietary or intellectual property rights notices or marks appearing on the Teachworks Platform ; (n) use the Teachworks Platform in any manner that is unlawful, in violation of any third party rights, or in violation of these Terms; or (o) attempt to do any of the foregoing acts, or assist or permit any third party to do any of the foregoing acts. Teachworks may suspend or terminate Service Provider’s right to access and use the Teachworks Platform at any time without notice if User fails to comply with these Terms.
2.4 User Account. In order to access and use the Teachworks Platform , User will need to register and create an account (“Account”). User’s Account will provide access to the Teachworks Platform, whereby User may create a profile to describe and offer the Services to Customers, in the case of a Service Provider, or access the Services as a Customer. User agrees to provide accurate, current, and complete information necessary for the registration and maintenance of its Account. Teachworks reserves the right to suspend or terminate User’s Account or any individual authorized under User’s Account, if any information provided during the registration process or thereafter is or becomes inaccurate, false, misleading, or otherwise non-compliant with these Terms. User is responsible for all login credentials of its Account, including all user names and passwords assigned to or created by its authorized users, and Teachworks shall not be liable for any claims, losses, or damages that may occur as a result of User’s failure, or the failure of its authorized users, to maintain the confidentiality of their login credentials. User agrees to notify Teachworks if any passwords are lost, stolen, or disclosed to an unauthorized third party, or User becomes aware of any unauthorized use of or access to its Account.
2.5 User Acknowledgement. Users hereby acknowledge and agree that (a) Teachworks does not (i) perform Services nor employ individuals to provide the Services, (ii) supervise, scope, direct, control or monitor the Service Providers work (including that Teachworks does not set Service Provider’s work locations, work hours, or terms of work), nor provide any content to be used in connection with, or input on, the Services or (iii) have any control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Services or Users (or the acts or omissions thereof), nor of the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Users with respect to each other; and (b) the formation of an agreement between Users with respect to the provision of the Services does not, under any circumstances, create any responsibility or liability for Teachworks, nor any employment or other relationship between Teachworks and the Users or between the Customers and the Service Providers. Users do not have authority to, and may not act as agent for, nor bind or make any representations on behalf of, Teachworks.
2.6 User Responsibilities. User is responsible for all activity that occurs under User’s Account. User agrees to (a) be solely responsible for all of User’s and its authorized users’ activities on the Teachworks Platform , (b) obtain and maintain all necessary consents, agreements, and approvals from individuals or any other third parties for all actual or intended uses of information, data, or other content User will use in connection with the Teachworks Platform , (c) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Teachworks Platform and notify Teachworks promptly of any known unauthorized access or use, and (d) use the Teachworks Platform only in accordance with all applicable laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, or other duly authorized actions of any governmental authority with competent jurisdiction (“Applicable Laws”). User acknowledges and agrees that Teachworks is not required to monitor or police communications or data transmitted through the Teachworks Platform and that Teachworks shall not be responsible for the practices or content of any such communications or transmissions.
2.7 Services. Service Provider will offer to Customers on the Teachworks Platform the specific Services identified in the Service Provider’s Account or otherwise made available on the Teachworks Platform. Service Provider is solely responsible for (a) contracting with Customers or a responsible party on behalf of Customers; (b) delivery and provision of the Services; (c) customer service for the Services rendered to Customers, including but not limited to addressing Customer’s questions, complaints, returns, and refunds; and (d) protecting any confidential or personal information shared by the Customer.
3. OWNERSHIP OF INTELLECTUAL PROPERTY
3.1 Ownership of the Services. As between Teachworks and Users all rights, title, and interest in and to any content, materials, guidance, frameworks, methodologies, presentations, worksheets, recordings, or other materials created or provided by the Service Provider in connection with the Services (collectively, the “Content”) shall remain the exclusive property of the Service Provider, except to the extent such content incorporates or is derived from the Teachworks’ Platform or materials provided by Teachworks. Service Provider is solely responsible and liable for all Content provided for use in, and promotion of, the Services or otherwise used by Service Provider on the Teachworks Platform .
3.2 License to the Content. By providing the Content through the Teachworks Platform, Service Provider grants Teachworks a limited, non-exclusive, royalty-free, worldwide license to host, store, reproduce, display, distribute, and transmit such Content solely as necessary to operate, maintain, market, and improve the Teachworks Platform as contemplated under these Terms.
4. FEES
4.1 Customer Terms of Payment. All amounts to be paid by a Customer shall be paid prior to the Services, which shall be set out in an invoice (“Invoice(s)”) set to the Customer, which will include the Service Fees and Teachworks Fees, (each as defined herein). By providing a payment method, Customer authorizes Teachworks to process Customer’s existing payment method. Customer acknowledges and agrees that Teacherworks may prevent Customer from booking future Services, if any amounts remain outstanding on Customer Account. Unless otherwise expressly stated in these Terms or determined by Teachworks in its sole discretion, all Fees (as herein defined) are non-refundable.
4.2 Fees. In exchange for the Services, the Customer shall be responsible for paying (i) a fee for the Services, at the Service Providers rates and as agreed-upon by the Customer and the Service Provider (the “ Service Fees”) and (ii) an amount equal to thirty percent (30%) of the Service Fee, payable to Teachworks in connection with the provision of the Teachworks Platform (the “Teachworks Fees”, and, collectively with the Service Fees, the “Fees”). The Teachworks Fees are subject to change as per these Terms.
4.3 Service Provider Payment of Fees. The Service Fees will be due and payable to the Service Provider on a monthly basis. Invoices for Fees relating to Services provided in the immediately preceding calendar month will be issued within the first fifteen (15) days of the current month and any Service Fees set out in the relevant invoice shall be due and payable immediately, except as otherwise agreed by the Service Provider in writing.
5. TERM.
5.1 Term. These Terms commences on the date that Service Provider accepts these Terms or first accesses or uses the Teachworks Platform (the “Effective Date”) and continues until terminated in accordance with these Terms (the “Term”).
5.2 Termination by User. User may cancel their account by contacting businessacademy@teachworks. User and/or Teachworks is responsible for paying any accrued fees associated with User’s Account prior to cancellation.
5.3 Termination by Teachworks. Teachworks, in its sole discretion, has the right to suspend or terminate any User Account and refuse any and all current or future use of the Services and Teachworks Platform for any reason at any time. Such termination will result in the deactivation or deletion of such User’s Account or access to User’s Account, and the forfeiture and relinquishment of all Content in such Account. Teachworks reserves the right to refuse service to anyone for any reason at any time.
6. CONFIDENTIALITY.
6.1. Confidential Information. In connection with these Terms, each party (“Disclosing Party”) may from time to time disclose certain information to, or make certain information available to, the other party (“Receiving Party”), whether orally, in writing, or otherwise, that is not generally known to the public at the time of disclosure and is either identified as, or reasonably should be understood to be, confidential or proprietary given the nature of the information and the circumstances of disclosure (“Confidential Information”). Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, (a) the terms, conditions, or other facts with respect to these Terms; (b) all forms and types of business, scientific, technical, engineering, or financial information such as, business and marketing plans, technology and technical documentation, product plans and roadmaps, research and development, fee structure and pricing, business methods and processes, strategies, forecasts, and proposals; (c) a party’s proprietary information, including without limitation, plans, compilations, patterns, formulas, designs, drawings, specifications, methods, techniques, processes, procedures, algorithms, data, know-how, ideas, projects, products, services, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing; (d) information traditionally recognized as proprietary trade secrets; (e) the identification of and other information relating to a party’s employees, vendors, clients, or customers; and (f) all copies of any of the foregoing or any analyses, studies, compilations, or reports that contain, are based on, or reflect any of the foregoing.
6.2 Exceptions. Confidential Information does not include information which: (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party (or any person to whom the Receiving Party disclosed such information); (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) was independently developed by Receiving Party without use of the Confidential Information; (d) is authorized, in writing, by the Disclosing Party to be disclosed; or (e) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement, confidentiality obligation, or fiduciary duty which prohibits disclosure and the Receiving Party has no reason to believe that such source may be restricted from making such disclosure.
6.3 Ownership of Confidential Information. Disclosing Party shall retain all right, title, and interest in and to its Confidential Information. Neither the execution and delivery of these Terms, nor the furnishing of any Confidential Information shall be construed as granting to Receiving Party either expressly, by implication, estoppel, or otherwise, any license under any patent, copyright, trade secret or other intellectual property or proprietary rights now or hereafter owned or controlled by Disclosing Party, nor any right to use, copy, sell, develop, or exploit the Confidential Information made available to Receiving Party, except to fulfill the purpose of these Terms.
6.4 Limitation on Disclosure. Receiving Party shall not use Disclosing Party’s Confidential Information for any purpose other than to exercise or perform its rights or obligations under these Terms. Receiving Party shall not, without the prior written consent of Disclosing Party, copy or otherwise reproduce Disclosing Party’s Confidential Information, or disclose, disseminate, or otherwise communicate, in whole or in part, Disclosing Party’s Confidential Information to any third party except to the Receiving Party’s officers, directors, employees, agents, and representatives who need to know the Confidential Information and are bound by confidentiality obligations at least as restrictive as those contained herein. Receiving Party agrees to protect Disclosing Party’s Confidential Information from disclosure with the same degree of care used to protect the confidentiality of its own Confidential Information, but in no event less than reasonable care. If Receiving Party becomes aware of, or has reasonable grounds to suspect any unauthorized disclosure of Disclosing Party’s Confidential Information, Receiving Party shall promptly notify Disclosing Party in writing.
6.5 Compelled Disclosure. In the event that Receiving Party becomes compelled by law or order of court or administrative body to disclose any Disclosing Party’s Confidential Information, Receiving Party shall be entitled to disclose such Confidential Information, provided that: (a) Receiving Party provides Disclosing Party with prompt prior written notice of such requirements to allow Disclosing Party to take any necessary action to safeguard the Confidential Information, provided such notice is legally permitted; and (b) if required to do so, Receiving Party shall furnish only that portion of Disclosing Party’s Confidential Information which is legally required to be disclosed and shall exercise its commercially reasonable efforts to obtain assurances that Confidential Information will be treated in confidence.
6.6 Destruction of Confidential Information. Receiving Party shall destroy any Confidential Information disclosed to Receiving Party, at the earliest of (i) Disclosing Party’s written demand for destruction of its Confidential Information, (ii) the completion of the use by Receiving Party as permitted herein, or (iii) within ten (10) days following the date of termination of these Terms.
7. REPRESENTATIONS AND WARRANTIES.
7.1 Mutual Representations. Each party represents and warrants that (a) it has the right to enter into these Terms and to fully perform its obligations hereunder; (b) by entering into these Terms, it does not violate any agreement existing between it and any other person or entity; (c) these Terms, when executed and delivered, will constitute the legal, valid, and binding obligations of such party, enforceable against it in accordance with its terms.
7.2 User Representations. User represents and warrants that in its access to and use of the Platform, it:
a) will comply fully with these Terms, including, without limitation, these Terms and Teachworks Privacy Policy and AI Policy
b) will respect the privacy (including, without limitation, private, family and home life), property, and data protection rights of Users and will not record (whether video or audio or otherwise) or otherwise share the Content or the Services without obtaining the prior written consent of the relevant User, as applicable;
c) will act professionally and responsibly in its interactions with, and fulfill the commitments it makes to, other Users;
d) will only utilize the Teachworks approved third-party payment processing system to make or receive payment for the Services;
e) will comply with all applicable local, state, provincial, national, or international laws in its use of the Teachworks Platform; and
f) will ensure that all communications regarding the Services (including, without limitation, scoping and payments and any questions relevant to the Services), remain on the Teachworks Platform, before, during and after the provision of the Services.
7.3 Service Providers Representations. Service Provider additionally represents and warrants that:
a) it is solely responsible for compliance with, and agree to comply with, any and all laws, rules, regulations, or obligations that may apply to the use of the Teachworks Platform by the Service Provider or their Content;
b) Content, uploaded, published, represented, or otherwise transmitted by the Service Provide using the Teachworks Platform, will not infringe, misappropriate or violate any intellectual property rights or result in the violation of any applicable law or regulations;
c) it will not use the Teachworks Platform for any commercial or other purposes that are not expressly permitted by these Terms;
d) they will not copy, store or otherwise access any information contained on the Service for purposes not expressly permitted by these Terms;
e) it will not impersonate any person or entity, or falsify or otherwise misrepresent itself or its’ affiliation with any person or entity;
f) it will not provide the Service outside of the Teachworks Platform, or to any individual who does not have an account on the Teachworks Platform;
g) its performance of the Services will at all times conform to the highest professional and ethical standards; and
h) it will, and ensures that its personnel will, comply with (i) these Terms, (ii) any reasonable written instructions and guidelines issued by Teachworks from time to time, and (iii) all applicable laws.
7.4 Teachworks Representations. Teachworks represents and warrants that (a) Teachworks owns the Teachworks Platform or it has the authority to grant the licenses and permissions granted hereunder, and (b) the Teachworks Platform, and the intended use thereof in accordance with the terms of these Terms, do not infringe, violate, or misappropriate any third party rights, including without limitation, copyright, trademark, trade secret, privacy, publicity, or other proprietary or intellectual property rights.
7.5 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE TEACHWORKS PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, QUALITY, OR NON- INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TEACHWORKS MAKES NO REPRESENTATION OR WARRANTIES THAT THE TEACHWORKS PLATFORM WILL MEET USER REQUIREMENTS; THAT PERFORMANCE OR RESULTS ARE GUARANTEED; THAT THE PLATFORM WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; OR WITH RESPECT TO THE QUANTITY OR QUALITY OF THE CONTENT OR THE SERVICES, USERS OR REVENUES EXPECTED UNDER THESE TERMS. USER ACKNOWLEDGES AND AGREES THEY ARE EXCLUSIVELY RESPONSIBLE FOR THEIR CONTENT, AND THE SERVICES PROVIDED THROUGH THE TEACHWORKS PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, FROM ANY SOURCE, WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS. BECAUSE TEACHWORKS IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SERVICE PROVIDER OR DELIVERY OF THE SERVICES, IF A DISPUTE ARISES BETWEEN ANY CUSTOMER AND SERVICE PROVIDER, SERVICE PROVIDER RELEASES AND HOLDS HARMLESS THE TEACHWORKS PARTIES (AS DEFINED HEREIN) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICES OR SUCH DISPUTES BETWEEN CUSTOMERS AND SERVICE PROVIDER.
8. INDEMNIFICATION.
8.1 Indemnity by User. User agree to release, defend, indemnify, and hold Teachworks and its affiliates, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) User’s access to or use of the Teachworks Platform, or Users violation of these Terms; (b) Users violation of any third party right, including without limitation any rights with respect to intellectual property; (c) any claim that User’s use of the Teachworks Platform has caused damage to any third party or (d) User’s relationship with any other User, or the provision and/or acceptance of any Services made available by on the Teachworks Platform . Teachworks shall have the right to control all defense and settlement activities.
8.2 LIMITATIONS OF LIABILITY. EXCEPT FOR LIABILITY ARISING UNDER INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHER THEORY, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOSS OF DATA, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. TEACHWORKS’ COLLECTIVE MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THE TEACHWORKS PLATFORM OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT, IF ANY, PAID BY USER TO TEACHWORKS TO USE THE TEACHWORKS PLATFORM , OR (B) ONE HUNDRED CANADIAN DOLLARS ($100). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THESE TERMS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
9. INDEPENDENT RELATIONSHIP. User and Teachworks are independent contractors in all matters relating to these Terms, and these Terms will not be construed to create any partnership, joint venture, franchise, agency, employment, or any other relationship between the parties. Neither party has the authority to act on behalf of, or to enter into any contract, incur any liability, or make any representation on behalf of the other party, unless otherwise expressly agreed to in writing signed by both parties. Each party is solely responsible for its respective employees, agents, representatives, contractors and subcontractors, and the foregoing’s compliance with the terms of these Terms.
10. NON-SOLICITATION. During the Term of these Terms and for one (1) year following the date of termination or expiration of these Terms, each party agrees not to, directly or indirectly, induce or attempt to induce any employee, agent, independent contractor, or consultant of the other party to terminate their relationship with the other party, or solicit, hire, or assist any third party in soliciting or hiring any such employee, agent, independent contractor, or consultant of the other party.
11. NON-CIRCUMVENTION. User acknowledges that Teachworks has proprietary relationships with its Users, and Users agrees that the names, contact information, and compensation information of the foregoing that make up Teachworks ’s network are proprietary trade secrets of Teachworks. Users shall not take (or avoid taking), any action in a manner intended to avoid the payment of any Teachwork Fees that otherwise would be payable to Teachworks under these Terms. Service Providers acknowledge they will only provide the Services through the Teachworks Platform. During the Term of these Terms and for one (1) year thereafter, User will not, directly or indirectly, solicit or seek to secure, or cause any individual or entity to solicit or seek to secure, business with any with the intent to circumvent the Teachworks Platform or Teachworks’ relationship with such User, without the prior express written consent of Teachworks .
12. NON-DISPARAGEMENT. Users will not publish negative statements concerning Teachworks or the Teachworks Platform during the Term of these Terms. Users shall not use the names, logos or marks of Teachworks other than as expressly permitted by Teachworks.
13. SEVERABILITY. If one or more provisions of these Terms are held to be invalid, illegal, or unenforceable, under present or future law, such provision shall be deemed modified to the least degree necessary to remedy such invalidity, illegality, or unenforceability while retaining the original intent of the parties, and the remainder of these Terms shall continue in full force and effect.
14. GOVERNING LAW. These Terms will be governed by and construed in accordance with the laws enforceable in the Province of Ontario (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in a court in, Ontario. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.
