Portify is operated by Shirah Technologies Inc. (“Shirah”, “we”, “our”, and “us”), a company incorporated in Canada. Portify is a marketplace and case management platform that connects individuals and employers with licensed Canadian immigration consultants, and gives those consultants the tools to run their practice. It is available at https://portify.shirah.co/ (together with all accounts, tools and features offered through it, the “Platform”).
The following terms and conditions (the “Terms and Conditions”) constitute a legally binding agreement between Shirah and you, and govern your access to and use of the Platform. If you access the Platform from outside Canada, you know you are doing so at your own risk and you are responsible for ensuring that your use complies with the laws of your local jurisdiction.
Acceptance of the Terms and Conditions of Use
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY USING THE PLATFORM, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, YOU ARE OF LEGAL AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE TO FORM A BINDING CONTRACT WITH SHIRAH, AND YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AND CONDITIONS (INCLUDING ANY LINKED DOCUMENTS REFERRED TO IN THESE TERMS AND CONDITIONS), AS REVISED FROM TIME TO TIME. IF YOU ARE USING OR ACCESSING THE PLATFORM ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THESE TERMS AND CONDITIONS, IN WHICH CASE “YOU” OR “YOUR” WILL REFER TO SUCH ORGANIZATION. IF YOU ARE DISSATISFIED WITH THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESS TO AND USE OF THE PLATFORM.
These Terms and Conditions are effective on the earlier of the date (a) you click to accept them, or (b) you first sign up for an account or otherwise use the Platform.
By using the Platform, you acknowledge Shirah’s Privacy Policy located at https://portify.shirah.co/privacy, as revised from time to time, and you consent and agree to our collection, use, and disclosure of personal information as described in it.
Who You Are Contracting With, and What Shirah Does Not Do
These Terms and Conditions are between you and Shirah, and they govern your use of the Platform only.
They are not an agreement for immigration services. When you engage a consultant through the Platform, the agreement for that professional work is between you and that consultant, on the terms the two of you agree. Shirah is not a party to it.
Shirah is not a law firm, a government agency, or an immigration consulting firm, and does not provide legal or immigration advice or representation. Shirah does not review the merits of your case, does not decide what you should apply for, and does not submit anything to any government authority on your behalf.
Information on the Platform Is Not Advice; No Reliance
The information, materials, tools, and content available on the Platform, including all guides, calculators, checklists, trackers, communications and other resources, are provided strictly for general informational purposes only. Such content does not constitute legal, immigration, or other professional advice, and should not be relied upon as a substitute for advice from a qualified professional. Your use of or reliance on the Platform or any content provided does not create a solicitor-client, consultant-client, or other advisory relationship with Shirah.
You acknowledge and agree that Shirah has not made any guarantees regarding the outcome of any immigration application or any action you take based on information, tools, or recommendations provided through the Platform. Your outcome depends on your individual circumstances, on the decisions of immigration authorities, and on factors beyond our control or knowledge.
You also understand that past results, whether achieved by users of the Platform or others, do not guarantee similar outcomes for you.
Although we make reasonable efforts to keep information on the Platform current, immigration rules change frequently and we make no representations, warranties, or guarantees, whether express or implied, that content on the Platform is accurate, complete, or up to date.
Licensed Immigration Consultants
Portify connects users with Regulated Canadian Immigration Consultants (“RCIC”) and other licensed professionals. RCICs are certified professionals authorized by the College of Immigration and Citizenship Consultants to provide immigration advice. Consultants on the Platform are not employees, agents, or representatives of Shirah, and Shirah does not supervise, direct, or control their professional work. All statements and opinions expressed by a consultant are solely the opinions and the responsibility of that consultant and do not necessarily reflect the opinion of Shirah.
We verify that a consultant holds a licence before they join the Platform. That verification is a check of licensing status. It is not an endorsement, a guarantee of competence, and not a warranty of the quality or outcome of their work.
By using the Platform, you acknowledge that any engagement with a consultant is solely between you and the consultant. Shirah makes no representations or warranties regarding the qualifications, licensing, or services provided by any consultant, and disclaims all liability for any advice, actions, or omissions of a consultant. You are responsible for conducting your own due diligence before entering into any agreement or relying on any advice provided by a consultant.
Complaints about the professional conduct of a consultant should be raised with the consultant and, if unresolved, with their regulator. You may also tell us, and we may remove a consultant from the Platform, but we do not adjudicate professional conduct.
Your User Account
You must register for an account to use most of the Platform, which requires a first name, last name, phone number, password, and an email address. Your account is personal to you, and you may not sublicense, transfer, sell, or assign it to any other person. You are responsible for maintaining the confidentiality of your username and password. We recommend that you use a strong password, that you change it frequently, and that you do not reuse passwords. You agree not to disclose your username or password to any third party, including a consultant. Shirah may reject, or require that you change, your username or password.
You represent and warrant that you have not misrepresented any information that you have provided in connection with your account. You must not impersonate any person or misrepresent your identity or affiliation with any person or entity, and you may only open one account for your own use.
You are solely responsible for all activities that occur under your account. If you become aware of any unauthorized use of your account, you must notify us immediately.
You may suspend or delete your account at any time. However, you acknowledge that information forming part of a case file may be retained in accordance with our Privacy Policy and with your consultant's own professional retention obligations.
You are responsible for all mobile, cable, or other internet service provider charges incurred by you to access the Platform.
Accuracy of Information You Provide
Immigration applications depend on the accuracy of what is declared. You are responsible for the accuracy, completeness and currency of everything you enter or upload, and for the authenticity of every document you provide.
Providing false, misleading or fraudulent information or documents in an immigration application can carry serious consequences imposed by immigration authorities, including refusal, findings of misrepresentation and bars on future applications. Shirah does not verify the authenticity of documents and is not responsible for those consequences.
Where you provide information about another person, including a spouse, dependant or candidate, you represent that you have their permission, or the authority as their parent or legal guardian, to provide it.
Consultant Accounts and Obligations
If you use the Platform as a consultant, the following applies to you in addition to everything else in these Terms and Conditions.
You represent and warrant that you hold and will maintain a valid licence to provide the services you offer, that you are in good standing with your regulator, and that you carry the insurance your regulator requires. You must notify us immediately if your licence is suspended, restricted, surrendered or revoked, and we may suspend or terminate your account on becoming aware of any of those.
You remain fully responsible for your professional obligations to your clients, including your duties of competence, confidentiality and record keeping, and for compliance with your regulator's rules on advertising, fees and retainer agreements. The Platform is a tool. It does not discharge any of those duties for you.
You are responsible for the client information you enter, upload or store on the Platform, for having the client's authority to do so, and for the access you grant to team members you add to your account.
You may not use the Platform to provide services you are not licensed to provide, to permit an unlicensed person to provide advice under your licence, or to hold yourself out as being endorsed by, employed by or in partnership with Shirah.
Employer Accounts
If you use the Platform as an employer, you represent that you are authorized to act for the business, that the role, wage, location and recruitment information you provide is accurate, and that you will comply with the employment, recruitment and immigration obligations that apply to you.
Shirah does not make representations about whether a role qualifies for any immigration stream, does not guarantee the outcome of any labour market impact assessment or work permit application, and is not your employer of record for any candidate.
Porter and Automated Assistance
The Platform includes a built in assistant, Porter, which helps organize case information, drafts and summarizes text, and assists with completing forms and routine tasks.
Porter produces drafts and suggestions. It does not give immigration advice, it is not a substitute for a licensed professional, and its output may be incomplete or wrong. Every output must be reviewed by you and, where a consultant is engaged, by that consultant, who remains responsible for what is filed.
You must not rely on Porter as the sole basis for any immigration decision. Shirah is not liable for any loss arising from reliance on Porter's output, and this does not limit any liability that cannot be excluded under applicable law.
You may not use Porter to generate false, misleading or fraudulent content, or to produce material for use outside the Platform in a way that breaches these Terms and Conditions.
Immigration Forms, Autofill and Electronic Signatures
The Platform can populate immigration forms using information already held in your case, and can capture an electronic signature on a form or an authorization.
Autofill is a convenience feature and does not verify accuracy, currency or completeness. You and your consultant are responsible for reviewing every form in full before it is signed or submitted. Shirah is not responsible for the content of any form.
By signing electronically on the Platform, you agree that your electronic signature has the same effect as a handwritten signature, and you consent to us recording the date, time, account and IP address associated with it so the signature can be evidenced later. You must not sign on behalf of another person unless you are lawfully authorized to do so. Shirah does not sign any document on your behalf and does not submit anything to any government authority on your behalf.
Calendar and Scheduling Connections
A consultant may choose to connect a calendar so that consultations booked on the Platform appear on it. Connecting a calendar is optional and is initiated by the consultant.
Where a Google account is connected, the Platform accesses only free and busy intervals, and creates, updates and removes the events for consultations booked through the Platform. It does not read the contents, titles, attendees or descriptions of other events. Portify's use of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements, as set out in our Privacy Policy. A consultant may disconnect a calendar at any time from Calendar and then Connections.
Subscription Plans, Fees and Payments
Consultant subscriptions are offered on published plans with an included monthly case volume and a stated charge for cases beyond that volume. Plans, prices and included volumes are as published on the Platform and may be changed by Shirah on notice. Subscriptions renew monthly until cancelled, and cancellation takes effect at the end of the paid period.
Shirah uses third party payment processors in processing payments and providing related payment services, to offer a convenient payment method and to keep payment information secure. You acknowledge that your use of those
services is conditional on your acceptance of the processor's terms and policies. Personal information submitted during your use of a payment processor is subject to our Privacy Policy and to the processor's privacy policy.
Where a client pays a consultant's professional fee through the Platform, that fee is the consultant's fee. Shirah facilitates the payment and remits it to the consultant. Shirah's own charges are its subscription and platform fees, which are separate and are charged to the consultant. Shirah does not set, review or guarantee a consultant's professional fee.
You agree to pay the fees, including any applicable transaction and payment processing fees, and applicable taxes including harmonized sales tax, provincial sales tax, goods and services tax, value added tax, and any other similar taxes, duties, and charges imposed by any governmental entity on amounts payable by you, other than taxes imposed on Shirah's income, and you authorize us to charge your payment method for those fees and taxes. You are solely responsible for the collection or payment of any taxes you are liable for in any jurisdiction arising from your use of the Platform.
If your payment method fails and you retain access to the Platform, you agree to pay the corresponding fees within 30 days of notification. We reserve the right to disable access if we have not received adequate payment. Shirah does not control and cannot disclose additional fees charged by your bank or card provider, including foreign transaction fees and currency conversion charges.
In the event of a suspected billing error by Shirah, our policy is to issue a full and immediate refund, pending further investigation by management.
Refunds and Cancellations
Subscription fees are not refundable except in the case of a billing error. Cancelling a subscription stops future charges and takes effect at the end of the paid period.
Refunds of a consultant's professional fee are a matter between you and that consultant, on the terms you agreed with them. Shirah does not decide whether a professional fee should be refunded, and where Shirah has already remitted a fee to a consultant, any refund must come from the consultant.
Your Privacy and Personal Information
For a summary of how Shirah collects, uses and discloses personal information on the Platform, please see our Privacy Policy located at https://portify.shirah.co/privacy.
Intellectual Property
You understand and agree that the Platform and its entire contents, features, and functionality, including all information, software, code, data, text, displays, graphics, photographs, images, video, audio, design, presentation, layout, selection, and arrangement, are owned by Shirah, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including copyright, trademark, patent, trade secret, and other proprietary rights.
Shirah grants you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable licence to use the Platform to access and use the end user functionality made available to your account type, subject to and conditional on your continued compliance with these Terms and Conditions.
“Shirah”, “Portify”, “Porter” and all related names, logos, product and service names, designs, images, and slogans are trademarks of Shirah or its affiliates or licensors. You must not use such marks without prior written permission. Other names and marks appearing on the Platform are the trademarks of their respective owners.
Your Content and Your Documents
The Platform enables you to provide and upload content including messages, text, images, forms and documents (collectively, “Your Content”). You acknowledge and agree that you are solely responsible for all of Your Content and the consequences of providing it. Your Content must comply with all laws and these Terms and Conditions.
You retain ownership of Your Content. You grant Shirah a worldwide, non-exclusive, royalty-free licence to host, store, index, cache, format, transmit and otherwise process Your Content solely in order to operate the Platform and provide it to you and, where you have engaged one, to your consultant. That licence lasts as long as we hold Your Content under our Privacy Policy and no longer, and it does not permit us to use Your Content for any other purpose.
For clarity, Shirah does not use Your Content, your documents or your case content to train publicly available artificial intelligence models, and does not sell Your Content.
You represent that you own Your Content or have the necessary licences, rights, consents and permissions to provide it, and that its provision to Shirah and Shirah's use of it under this section will not violate the copyright, privacy, publicity, trademark, contract or other rights of any third party. You will only include the personal information of another individual if you have their express permission or are otherwise entitled to do so at law.
Shirah has the right, without notice, to remove or refuse to accept any of Your Content, to take such actions with respect to Your Content as we deem necessary or appropriate in our sole discretion, and to take appropriate legal action, including referral to law enforcement or any other governmental authority. Without limiting the foregoing, we will fully cooperate with any law enforcement authority or court order requiring us to disclose the identity or other information of anyone providing materials on or through the Platform.
Shirah has no obligation to monitor the Platform and does not undertake to review material that users submit.
You grant to Shirah a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable licence to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or feedback you provide.
Conditions of Use and Site Content Standards
As a condition of your access and use of the Platform, you agree that you may use it only for lawful purposes and in accordance with these Terms and Conditions. You warrant and agree that your use of the Platform shall not:
- Violate any applicable federal, provincial, local, or international law or regulation, including any laws regarding immigration, the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, or the rights of publicity and privacy of others, or give rise to any civil or criminal liability.
- Provide immigration advice or representation without the licence required to do so.
- Involve, provide, or contribute any false, inaccurate, misleading or fraudulent information, or any forged or
altered document.
- Use any robot, spider, scraper, crawler, artificial intelligence, bot or other automated means to access the
Platform for any purpose without our prior express written permission.
- Send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages.
- Include or contain any material that is exploitative, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit, violent, inflammatory, discriminatory, or otherwise objectionable, such determination to be made in Shirah's sole discretion.
- Impersonate or attempt to impersonate Shirah, a Shirah employee, a consultant, another user, or any other person or entity.
- Circumvent the Platform in order to take a client or a consultant introduced through it off the Platform for the purpose of avoiding fees, where you were introduced to that person through the Platform.
- Harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent.
- Encourage any conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which may harm Shirah or its users or expose them to liability.
- Otherwise access or use the Platform beyond the scope of the authorizations expressly granted under these Terms and Conditions.
You will, and will not permit any third party to: (a) make the Platform available to, or use it for the benefit of, anyone other than yourself or your own clients where you are a consultant; (b) sell, resell, license, sublicense, distribute, rent or lease the Platform, or include it in a service bureau or outsourcing offering; (c) use the Platform to store or transmit infringing, libelous, obscene, defamatory or otherwise unlawful or tortious material, or material in violation of third-party rights, or any virus, Trojan horse, worm, or other software, script or code the effect of which is to permit unauthorized access to, or to alter, disable, encrypt, erase, or otherwise harm, any computer, system, software or data; (d) interfere with or disrupt the integrity or performance of the Platform; (e) attempt to gain unauthorized access to the Platform or its related systems or networks, or to any case or account you are not entitled to see; (f) alter, modify, reproduce, copy or make derivative works from all or any part of the Platform; (g) frame or mirror any part of the Platform; (h) access or use the Platform in order to build a competitive product or service or to benchmark against a non-Shirah product; (i) reverse engineer the Platform or any software used to provide it, to the extent such restriction is permitted by applicable law; (j) collect or harvest information from the Platform in a bulk or systematic way; (k) remove, alter, or obscure any proprietary notices; (l) probe, scan, or test the vulnerability of the Platform or breach its security or authentication measures; (m) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform; or (n) forge headers or otherwise manipulate identifiers to disguise your identity or the origin of any message.
Any unauthorized or prohibited use of the Platform or of Shirah's or any related third-party intellectual property may subject you to civil liability and criminal prosecution under applicable law.
Termination or Suspension
We may terminate your access to and use of the Platform at our sole discretion, at any time and without notice to you. If Shirah determines, in its sole discretion, that you are in violation of any provision of these Terms and Conditions, Shirah may suspend or terminate your access without notice. Shirah shall not be liable for any damages of any nature suffered by you or a third party resulting from Shirah's exercise of its rights under these Terms and Conditions.
Where a consultant's account is terminated or suspended, we will take reasonable steps to allow the export of client case data so that the consultant can meet their professional obligations, and to notify affected clients that their consultant is no longer on the Platform. We will not disclose the reason for a termination to a client.
YOU WAIVE AND HOLD HARMLESS SHIRAH AND ITS RELATED ENTITIES, AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, SUPPLIERS, OR SUCCESSORS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY SHIRAH AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER SHIRAH OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
Any provision of these Terms and Conditions that contemplates performance or observance subsequent to termination or expiration will survive and continue in full force and effect, including those relating to proprietary rights, privacy, warranties, disclaimers of warranties, indemnification, limitation of liability, remedies, and payment and taxes.
Third-Party Websites and Services
We are not responsible for third-party websites or materials that you access. For your convenience, the Platform may provide links to third-party websites. We make no representations about them, and if you choose to access any such site you do so at your own risk, subject to that site's own terms.
Shirah relies on third-party services, including Google Cloud, Google Calendar, Mailchimp, video meeting providers and payment processors. These services are not operated or controlled by Shirah, and we are not responsible for their content or functionality. Your use of them is subject to their respective terms and conditions.
Beta Services
From time to time, Shirah may make certain features or functionality available to try at its option and which are clearly designated as beta, pilot, limited release, non-production, early access, evaluation, labs or by a similar description (the “Beta Services”). Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms presented at the time. Beta Services will not be provided unless you expressly opt in. Beta Services must not be relied upon in preparing or submitting any immigration application.
Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH IT IS AT YOUR OWN RISK.
THE PLATFORM, ITS CONTENT, AND THE SERVICES OR ITEMS FOUND OR ATTAINED THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
NEITHER SHIRAH AND ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE PLATFORM OR ITS CONTENTS, OR WITH RESPECT TO THE QUALIFICATIONS, CONDUCT OR WORK OF ANY CONSULTANT.
WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE PLATFORM OR ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE FULLEST EXTENT PROVIDED BY LAW, SHIRAH WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING, OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN ALL CASES, SHIRAH’S LIABILITY TO YOU, INCLUDING LIABILITY FOR A BREACH OF SHIRAH’S OBLIGATIONS UNDER THIS AGREEMENT OR SHIRAH’S PRIVACY POLICY, OR FOR NEGLIGENCE, SHALL BE LIMITED TO THE GREATER OF $100.00 OR THE TOTAL FEES YOU HAVE PAID TO SHIRAH FOR YOUR USE OF THE PLATFORM IN THE SIX (6) MONTHS PRECEDING THE CLAIM, AS LIQUIDATED DAMAGES, NOT AS A PENALTY, AND AS YOUR SOLE AND EXCLUSIVE REMEDY. FOR CLARITY, PROFESSIONAL FEES PAID TO A CONSULTANT ARE NOT FEES PAID TO SHIRAH.
TO THE FULLEST EXTENT PERMITTED BY LAW, SHIRAH, ITS SUPPLIERS, CONTENT PROVIDERS, LICENSORS, AND THEIR RESPECTIVE MANAGERS, EMPLOYEES, OFFICERS, DIRECTORS, REPRESENTATIVES, SERVANTS, CONTRACTORS AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES FOR ANY REASON, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF THE ABOVE LIQUIDATED DAMAGES SHOULD FAIL IN THEIR ESSENTIAL PURPOSE. THIS INCLUDES ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SUCH AS PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, MISSED DEADLINES, OR OTHER LOSSES, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
IN ADDITION, SHIRAH WILL NOT BE LIABLE FOR AND EXPRESSLY DISCLAIMS ANY LOSSES, DAMAGES, OR DELAYS RESULTING FROM: THE ACTS OR OMISSIONS OF ANY CONSULTANT OR OTHER PROFESSIONAL ENGAGED THROUGH THE PLATFORM; GOVERNMENT ACTIONS, INCLUDING CHANGES TO IMMIGRATION LAWS, POLICIES, OR PROCEDURES; THE REFUSAL, DELAY OR RETURN OF ANY APPLICATION; INCOMPLETE, INACCURATE, OR MISLEADING INFORMATION PROVIDED BY YOU; OR FACTORS BEYOND OUR REASONABLE CONTROL, SUCH AS PROCESSING DELAYS BY IMMIGRATION AUTHORITIES.
NOTHING IN THIS SECTION AFFECTS ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN SUCH JURISDICTIONS OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Shirah, its related entities, and their respective directors, officers, employees, agents, service providers, contractors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of these Terms and Conditions, your use of the Platform, the information or documents you provide, or your violation of any law or the rights of any third party. Where you are a consultant, this includes any claim arising from your professional services. Shirah reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence. You agree not to settle any matter or enter into an admission of guilt, wrongdoing or liability without our prior written consent.
Export Controls
These Terms and Conditions are expressly made subject to any laws, regulations, orders or other restrictions on export from the United States of America (U.S.) or Canada of the Platform, or any information about it, which may be imposed from time to time by the governments of the U.S. or Canada. You shall not export the Platform, or any information about it, without our prior written consent and compliance with such laws. You represent and warrant
that (a) you are not located in a country that is subject to a U.S. or Canadian government embargo, or that has been designated by the U.S. or Canadian government as a “terrorist supporting” country, and (b) you are not listed on any U.S. or Canadian government list of prohibited or restricted parties.
Governing Law
The Platform and these Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any action or proceeding arising out of or relating to the Platform and under these Terms and Conditions will be instituted in the courts of the Province of Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts.
Injunction
You acknowledge that any breach, threatened or actual, of these Terms and Conditions will cause irreparable harm to Shirah, that such harm would not be quantifiable in monetary damages, and that Shirah would not have an adequate remedy at law. You agree that Shirah shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction anywhere in the world restraining any breach of your obligations, without the necessity of showing or proving any actual or threatened damage or harm. You waive any requirement that Shirah post any bond or other security.
Class Action Waiver
Any proceedings to resolve or litigate any dispute, controversy or claim arising under, out of, in connection with, or related to (a) the Platform; or (b) these Terms and Conditions, or their subject matter, negotiation, performance, renewal, termination, interpretation, or formation, will be conducted solely on an individual basis. Neither you nor Shirah will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. If this class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.
Waiver
No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms and Conditions operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof.
Severability
If any term or provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction.
Entire Agreement
These Terms and Conditions, including our Privacy Policy, constitute the sole and entire agreement between you and Shirah regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties regarding such subject matter. They do not form part of, and do not vary, any agreement between you and a consultant.
Assignment
These Terms and Conditions and any rights and licences granted hereunder may not be transferred or assigned, subcontracted, delegated, or otherwise transferred by you without Shirah's prior written consent, and any attempted assignment in violation of the foregoing will be null and void. Shirah may freely assign this agreement. These Terms and Conditions shall be binding upon permitted assignees.
Miscellaneous
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Shirah as a result of these Terms and Conditions or your use of the Platform. This applies to consultants in particular: a consultant on the Platform is an independent professional, not an agent, employee or partner of Shirah.
The section titles used in these Terms and Conditions are purely for convenience and carry with them no legal or contractual effect.
The Platform may be subject to U.S. and Canadian export control laws and to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any technical data acquired from Shirah in violation of applicable export laws or regulations. Use of a virtual private network service, IP routing services, or other similar services for the purpose of circumventing these laws is strictly prohibited.
Contact
Any questions or concerns about the Platform can be directed to us by email at [email protected].