WhoPlusYou

Agreement for Collaborators

Thank you for registering for a Collaborator account to use the Magnet™ Platform, a targeted opportunity communications and collaboration platform that links you to Community of Practice Partners and members of their communities.

You are registering under the "Collaborator" section of the Magnet Platform. This portion of the Magnet Platform is only for individuals to participate in one or more Communities of Practice in order to share ideas, contribute to research, and make professional connections to other Collaborators.

You may not register for an account on the Magnet Platform if you are under the age of sixteen; if you do not have legal capacity to enter into this Agreement; if you already have an account on the Magnet Platform; if your use of the Magnet Platform is contrary to law in the jurisdiction where you are a resident; or if you are a resident of a member state of the European Union or of the United Kingdom.

1. Binding Legal Agreement

You are entering into this binding legal Agreement, by agreeing to the WhoPlusYou Agreement for Collaborators and Privacy Policy in the course of creating an account, and by doing so you are asserting that you have read and fully understand the terms and conditions of this Agreement. Your Agreement is with WhoPlusYou Inc. and in this Agreement, “we”, “us” and “our” refers to WhoPlusYou Inc. and its subsidiary and affiliated companies.

2. Eligibility to have a Magnet Platform Account

By registering as a Collaborator account user of the Magnet Platform, you represent and warrant to us that you:

  1. are an individual, and are not using your account on behalf of a corporation, partnership, any other entity or group of persons or any other individual;
  2. are sixteen years of age or older;
  3. have the legal capacity to enter into this Agreement;
  4. are not prohibited from using the Magnet Platform by law in the jurisdiction where you are a resident;
  5. do not already have a Collaborator account with WhoPlusYou;
  6. are not a resident of a member state of the European Union or the United Kingdom.

You may not maintain an account on the Magnet Platform if you are or become a resident of a member state of the European Union or the United Kingdom.

3. Privacy Policy

We are committed to respecting your privacy; we will use your information in accordance with your choices and as stated in our Privacy Policy.

4. Changes to this Agreement and Privacy Policy

We may change this Agreement and our Privacy Policy from time to time by posting amended versions on the Magnet Platform; the changes will take effect immediately when we post them. It is your responsibility to review updates; if the changes are not acceptable to you, it is your responsibility to terminate your account. If you continue to use the Magnet Platform after updates are published by us, you will be deemed to be agreeing to the changes.

5. Rules and Cautions for Collaborator Account Users

You must comply with the following rules when you use the Magnet Platform:

  1. All information that you provide must be truthful and must be about yourself. You must not make any misrepresentation in information you provide, either directly or by omission. All content that you put on the Magnet Platform as your work must be your work.
  2. Use caution and common sense when using the Magnet Platform, when deciding to connect with others and what to share with others, when responding to communications from other users, and when reviewing and acting on information that they send you.
  3. Be aware that other users of the Magnet Platform may not be who they say they are, may provide false information or may be seeking to connect with you or to obtain information for unauthorized, dangerous or fraudulent purposes. You should not give out information such as your bank account, credit card, social security or social insurance numbers.
  4. You must not use the Magnet Platform to market or sell any products or services.
  5. You must not use the Magnet Platform for any solicitations, advertising, promotional materials, junk mail, spam, pyramid schemes, multi-level marketing schemes or chain letters.
  6. You must own and have the right to use all content that you provide through the Magnet Platform. You will not share any content through the Magnet Platform that you do not have the right to share. You will not use the Magnet Platform to deal with content in a way that violates any laws.
  7. You may not collect information or content of other users, or otherwise access the Magnet Platform, using automated means (such as spiders, scrapers, crawlers or bots).
  8. You will be respectful to other users of the Platform in your interactions with them.
  9. You will respect the privacy and personal rights of other users. You must not post, publish or otherwise share other people's personal or private information without their express authorization or permission.
  10. You must not post, publish or otherwise share material that would be considered sensitive or which would otherwise be protected by health information privacy laws.
  11. Information, content and/or communications that are defamatory, obscene, pornographic, racist, harassing, hateful, threatening, abusive or illegal are forbidden.
  12. You must not use the Magnet Platform to do anything unlawful, misleading, malicious or discriminatory.
  13. You must not use the Magnet Platform to propagate viruses, malware or other harmful or disruptive codes, files, or programs designed to destroy, limit, or interfere with the functionality of any computer software, computer hardware, or telecommunications equipment.
  14. You must not breach or attempt to breach or violate security measures taken to protect the integrity of the Magnet Platform.
  15. The contents of the Magnet Platform are protected by copyright and other intellectual property laws. Other than downloading from the Magnet Platform for your own personal use, you may not copy, reproduce, distribute, publish, transmit, sell, modify, create derivative works or in any way exploit any of the content you access through the Magnet Platform, other than content which you have the right to make use of in such manner under applicable intellectual property laws.
  16. You must not post, publish, share, act, or use our Services in such a way that causes WhoPlusYou to violate any applicable law, rule, or regulation, including those regarding the export of technical data.

If you do not comply with these rules, we may suspend or terminate your account.

If you become aware of another user who you believe is contravening the rules or abusing the Magnet Platform, please contact us and tell us about it at report@whoplusyou.com

6. Your Obligations

You will use the Magnet Platform only for lawful purposes, in a manner consistent with all laws that apply to you and with the Rules and Cautions for Collaborator Account Users in this Agreement.

You will use the Magnet Platform in your individual capacity for the purposes for which it is made available to you as a Collaborator user, that is, for you to find, connect to and interact with other Collaborator users within the context of collaborative communities of practice for the development of professional opportunities and relationships, and the development and exchange of ideas. You will not use the Magnet Platform on behalf of any other person.

You will keep your username and password confidential, and you will not allow any other person to use your account to access the Magnet Platform. You are responsible for all activity conducted from your account. You will notify us by email to report@whoplusyou.com if you suspect that the confidentiality of your account has been compromised.

You are responsible for the accuracy and authenticity of all information that you provide to us. You are responsible for providing all equipment and software required for you to use the Magnet Platform.

You assume the risk of dealing with other users through the Magnet Platform.

You will indemnify us and our officers, directors, employees and agent, for losses suffered by us or claimed by third parties against us that are caused by breach of your obligations under this Agreement or of any applicable laws in your use of the Magnet Platform. “Losses” includes all damages, liabilities, expenses, costs and legal fees. We have the right to assume the exclusive defense and control of any claim for which you are required to indemnify us, and you are required to fully cooperate with us in our defense of any such claim.

7. Our Services

So long as we are offering these services through the Magnet Platform and so long as you comply with your obligations under this Agreement, you may use the Magnet Platform through a generally available web browser to:

  1. create a personal profile about yourself and upload and publish media on your Profile;
  2. make your Profile searchable to other Collaborators;
  3. communicate with other users;
  4. use Collaborator Search to search for other members of any Community of Practice you join;
  5. record Collaborators your find through Collaborator Search in your Contacts list;
  6. participate in any Community of Practice Partner's Community Forum that you are invited to join;
  7. create and join Groups with other Collaborators in Community Forums.

We may make changes to the services we offer and we may terminate any or all of them at any time, or the Magnet Platform as a whole, without any notice to you and without any compensation to you.

We do not guarantee that the Magnet Platform will function without disruptions, delays or errors. We have no responsibility to you for any damages you may suffer as a result of any such disruptions, delays or errors.

We may temporarily suspend or limit your use of the Magnet Platform so that we can perform maintenance and implement service upgrades. Where possible we will give advance notice of when we intend to suspend or limit use for maintenance and upgrades. You will not be entitled to any damages or compensation for suspension or limitation of service.

We may limit the amount of content that you may maintain on the Magnet Platform for your personal presentations. We may limit the number, type and size of communications you may send or initiate from the Magnet Platform, the number of job postings that you may look at and the number of searches you may undertake, if we believe that your level of activity is inconsistent with appropriate individual use of the Magnet Platform.

8. User Content and Activity

We do not monitor or take responsibility for verifying the identity of any user of the Magnet Platform.

We do not take responsibility for verifying:

  1. the authenticity, reliability or validity of information or content included in user profiles or shared media,
  2. the authenticity, reliability or validity of any information, content, or material that is shared in a Community Forum,
  3. the authenticity, reliability or validity of any information, content or communication that you receive from other users of the Magnet Platform,
  4. the authenticity, reliability or validity of any other material or data displayed on the Magnet Platform.

Information, content and communications are solely the responsibility of the user who provides them.

The Community of Practice Partner that sponsors a Community Forum may moderate discussion groups and in that regard may remove any information, content, material or data inconsistent with the rules for user content including those contained in this Agreement and those in the Partner's own expression of purpose for its Community Forum.

We have no responsibility for any user’s decision to initiate a connection with another user of the Magnet Platform, any interaction between users through the Community Forum, or in any subsequent interactions between them. We have no responsibility for any consequences of or following from any user decision, communication or other interaction.

We may choose to investigate if we suspect that a user may be violating our rules, but we have no obligation to do so. If we find any information, content or communications that violates our rules, we may remove it, but we have no obligation to do so. We reserve the right to monitor any information, content, material or data provided by you or communications by you in a Community Forum if we suspect that you may be breaching any your obligations with respect to use of the Magnet Platform. We reserve the right to remove any content or material that violates this Agreement for Collaborators, including for example materials that are not owned by the person who posted it, or material that is unlawful or that harasses other users. We also reserve the right to remove content that is damaging or disruptive to the experience of other users of the Community Forum. We may take other action, in our sole discretion, against the user who originates or shares information, content, material or data that creates any legal liability including reporting the matter to appropriate law enforcement authorities.

9. Restrictions on Your Use of the Magnet Platform

You may not access or use the Magnet Platform to make competitive assessments of the Magnet Platform, gather information about the operation of the Magnet Platform or our business, reverse engineer any functionality, monitor the Magnet Platform’s performance or activity, provide information to any of our competitors or for any other benchmarking or competitive purposes. You will not disclose any of the contents or our site, other than your own personal information, to any of our competitors. You may not copy any features or aspects of the Magnet Platform for use in any business, and you may not access or use the Magnet Platform to engage in any derivative commercial activities.

10. Disclaimer of Warranties, Limitation of Liability and Release

YOU AGREE TO THE FOLLOWING DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND RELEASE IN OUR FAVOUR AND IN FAVOUR OF OUR THIRD-PARTY SERVICE AND CONTENT PROVIDERS. THE MAGNET PLATFORM AND ALL INFORMATION, CONTENT OR COMMUNICATIONS YOU RECEIVE BY USING THE MAGNET PLATFORM ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM, ON OUR OWN BEHALF AND ON BEHALF OF OUR THIRD-PARTY SERVICE AND CONTENT PROVIDERS, ALL WARRANTIES, CLAIMS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE MAGNET PLATFORM, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, PERFORMANCE AND NON-INFRINGEMENT. WE AND OUR THIRD-PARTY SERVICE AND CONTENT PROVIDERS MAKE NO WARRANTIES ABOUT THE AUTHENTICITY, RELIABILITY, VALIDITY, ACCURACY, OR COMPLETENESS OF THE MAGNET PLATFORM OR ANY USER, OPPORTUNITY, INFORMATION, CONTENT OR COMMUNICATION YOU MAY COME INTO CONTACT WITH OR RECEIVE THROUGH USE OF THE MAGNET PLATFORM. WE DO NOT WARRANT THAT THE MAGNET PLATFORM WILL ALWAYS BE AVAILABLE, UNINTERRUPTED, SECURE, TIMELY OR OPERATE ERROR-FREE OR THAT THE MAGNET PLATFORM, CONTENT AND WEBSITE SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE MAGNET PLATFORM RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE WILL NOT BE RESPONSIBLE FOR ANY COSTS YOU INCUR IN DOING SO. WE AND OUR THIRD-PARTY SERVICE AND CONTENT PROVIDERS WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, DAMAGES RESULTING FROM LOSS OR CORRUPTION OF DATA OR BUSINESS INTERRUPTION, OR LOSS OF PROFITS) RESULTING FROM YOUR USE OF OR INABILITY TO USE THE MAGNET PLATFORM, OR RESULTING FROM THE ACTIONS OF OTHER USERS OR THIRD PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. UNDER NO CIRCUMSTANCES WILL OUR AGGREGATE LIABILITY, OR THE AGGREGATE LIABILITY OF OUR THIRD- PARTY CONTRACT PROVIDERS, IN ANY FORM OF ACTION IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE MAGNET PLATFORM, EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO US IN THE TWELVE MONTHS PRECEDING THE DATE OF THE LOSS, AND $100.

11. Your Feedback and Ideas

We welcome your feedback on the Magnet Platform; however, we will not compensate you for any ideas that you submit to us for changes or improvements to the Magnet Platform, and you grant us a perpetual, unrestricted, royalty free license to use any ideas that you submit to us, in whole or in part, in any way we choose.

12. Links from Our Website to Third Party Websites; Third Party Products and Services

The Magnet Platform may contain links to websites of third parties. Where provided by us, we provide these links for information only, as a convenience to you. Other links may be provided by contributors to Community Forums. The inclusion of any link does not mean that we endorse or accept any responsibility for the content of or any interactions you may have on the third party website, and we make no representation or warranty regarding, and have no responsibility for, anything you see, do, use or purchase on or from a third party website. We are not responsible in any way for third-party products or services that may be linked to our service (including without limitation for the availability or content of those services, or for any products purchased), nor for any products or services that may be advertised by third parties on the Magnet Platform.

13. Termination

If you do not comply with this Agreement, or if you create risk or potential legal exposure for us by your use of the Magnet Platform, we may suspend or terminate your account. If we do so, we will notify you by email or at the next time you attempt to gain access to your account. If your account has been suspended or terminated by us, you may not create another account without our express written consent. You may terminate your account at any time, either by using the appropriate selection in your account settings or by advising us in writing to support@whoplusyou.com or by mail or courier to us at WhoPlusYou, 221 Yonge Street, Second Floor, Toronto, ON, Canada M5B 1M4. If your account is terminated by us for non-compliance with this Agreement, or if you terminate your account, any paid services you have already agreed to purchase will be forfeited without any refund.

14. Severability

The invalidity of any portion of this Agreement will not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they had been agreed by you and us subsequent to the negation of the invalid provision.

15. No Waiver

Any failure or delay on our part to insist upon the performance of any of the terms of this Agreement or to exercise a right or remedy provided by this Agreement or by law shall not constitute a waiver of our rights. If we waive a breach of this Agreement by you, this shall not operate as a waiver of a subsequent breach.

16. Assignment

Your rights and obligations under this agreement are personal to you and may not be assigned or transferred to any other person, firm, corporation or entity without our prior express written consent. We may assign this Agreement or any of our rights or obligations under this Agreement to any third party without any notice to you.

17. Governing Law and Jurisdiction; No Jury Trial

You agree that this Agreement will be governed by the laws of Ontario, Canada and the laws of Canada applicable in Ontario, and that the courts of Ontario have exclusive jurisdiction in any action or litigation that may be brought by you against us or us against you related to or arising out of this Agreement, without regard to choice or conflicts of law principles.

You hereby waive any right to jury trial in connection with any action or litigation that is related to or in any way arises from this Agreement.

18. Electronic Communications

You agree to the use of electronic communications for entering into this Agreement with us, for ordering chargeable services if applicable, for creating other records and for us to deliver notices and other communications to you.

19. Entire Agreement

This Agreement, together with our Privacy Policy, constitutes the entire agreement between you and us regarding your use of the Magnet Platform and replaces any prior agreement between you and us regarding your use of the Magnet Platform.

20. Acknowledgment

You hereby acknowledge that you have read this Agreement, understand it, and agree to be bound by it.


April 15, 2020.