Staffpoint® Client Service Agreement Terms

1) Purchased Services, Fees and Payments

a) The Services. The services covered in this agreement include limited licensed access to the Staffpoint® web software system for staff and schedules management. The Staffpoint® service includes the following three components; Human Resources Management Interface, Client User Panel and Personnel Panel. Access is set by the Client Service Agreement in section 1)c) and subsequent subsections which stipulate restrictions to the number of resources used by your service license.

b) The components. The Staffpoint® web software system is divided into three main components, which are provided as part of the purchased services. The features and functionality of each component is subject to change. Please note that changes, modifications, alterations or removal of some features is not considered a material change to this agreement.

i) Human Resources Management Interface (HRMI). This is the main application used by your organization to schedule, track and manage your human resources, generate reports and manage users.

ii) Client Control Panel. This component is a tool that can be provided to your clients or locations/sites/departments that require staffing. It allows the ability to request shifts, track assigned staff and view reports. Your organization may provide access to this component but may not charge or require additional compensation such as increased fees, service fees or other compensation for the use of the Client Panel.

iii) Personnel Panel and Mobile Staffpoint® application(s). This module is a tool that can be provided to your field personnel which allows them to view open assignments available to them, track what assignments they are currently assigned to and view their individual reports. Your organization may provide your field personnel with access to it, but may not charge any access fees, deduct as expenses from pay or require any other form of compensation from your staff for the use of this module.

c) Licensing fees. In consideration of your use of the Services, your organization agrees to pay applicable fees for the Services in the amount as stipulated in the Client Service Agreement, for licensing access to a maximum number of created assignments per month of as stipulated in the Client Service Agreement in the Staffpoint® database. In the event that you surpass your Monthly Assignment Limit (MAL) you will be informed by email. If there are three consecutive months of surpassed usage your agreement will be automatically upgraded to the next level plan. All assignments created through all components including the HRMI, Client Portal and phone and web apps. For the purpose of this agreement any block of time created on the Staffpoint® calendar as a shift, assignment, work order will be counted toward the total MAL for that calendar month. Please note edits to created assignments including time, date, notes, personnel assigned or similar does not affect the total count. Cancelling or deleting an assignment also does not affect that total MAL count.

d) Payment. The licensing fee shall be subject to our general accounts receivable policies and as stipulated in your Staffpoint service agreement. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that Delo Logic Inc receive, after such deduction and withholding, equals the amount Delo Logic Inc would have received if no such deduction or withholding had been required. Additionally, you shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxation authority.

e) Payment Terms. The payment terms for the use of the services are as stipulated in the Client Service Agreement due on the first day of the term period. Unless otherwise stated, invoiced charges are due 30 calendar days from the invoice date or sooner. You are responsible for maintaining complete and accurate billing and contact information. If any amount owing by your organization under this or any other agreement for our services is 60 or more days overdue, Delo Logic Inc may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full.

f) Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, ” Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If Delo Logic Inc have the legal obligation to pay or collect taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxation authority.


2) Use of the Services and Authorized Use

a) Acceptance. Subject to your acceptance of and compliance with this Agreement and with the payment requirements for the Services that are set forth Delo Logic Inc hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable right and license, in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement.

b) Access to Staffpoint®. You may provide access to your internal staff, contract staff, clients and colleagues to access your content, calendars and staff. “Your content” means application data, schedules, reports, staff information and other information created and edited to enable you to use Staffpoint® to manage staff and shifts. You may not resell, lease, license, or require compensation of any kind from personnel or clients to use the Staffpoint® system.

c) Nonexclusive Rights. Delo Logic Inc assigns you the non-exclusive right to use Staffpoint® for your organizations’ staff management requirements and in no way implies any exclusive rights for your organization.

d) Restrictions on Use. Access to Staffpoint® is provided to your organization solely for staff management, scheduling and reporting purposes, except as may be expressly authorized under this Agreement:

i) You may not, and may not attempt to, modify, alter, tamper with, repair, or otherwise create derivative works of any software included in or accessed.

ii) You may not, and may not attempt to, reverse engineer, disassemble, or decompile the Staffpoint® web software or the Services or apply any other process or procedure to derive the source code of any software included in or accessed.

iii) You agree that you will not use Staffpoint in a manner that is contrary to your local employment or labor laws. You further agree that by providing your clients and personnel with access to the system, you accept all liability for any errors or omissions, and any potential real or perceived damages that may result therein.

iv) You may not transfer license usage to a third party without express written permission of Delo Logic Inc.

v) Usage Limitations. Services may be subject to other limitations including the limit of number of licensed database staff, limits on monthly staff assignments, limits on abuse by using bots, software and the number of calls your organization is permitted to make against our application programming interface including:

(1) Number of dispatch notifications sent out by Staffpoint® when new assignments are created. By default, Staffpoint® will dispatch to up to 30 listed available personnel for every unique Assignment ID. In certain cases, this may be limited to up to 3 dispatch notifications.

(2) Personnel Panel and Mobile Application calls to the Staffpoint® database may be limited and assigned consecutively or delayed preventing overloading connections to the database.

(3) Other restrictions as deemed necessary including scraping, rogue connections and similar to maintain the integrity and security of Staffpoint®.


3) Proprietary Rights

a) Staffpoint® web software system. Other than the limited use and access rights and licenses expressly set forth in this Agreement, Delo Logic Inc reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the Staffpoint® web software system; (iii) the Marks; and (iv) any other technology and software that Delo Logic Inc provide or use to provide the Services. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the Staffpoint® web software, the Marks, or other technology and software (including third party technology and software), except for the limited use and access rights described in this Agreement. This Agreement allows for a licensed use of the system only and no other privilege, ownership, implied or otherwise is assigned.

b) Data and Content. Other than the rights and interests expressly set forth in this Agreement, and excluding Staffpoint® and works derived from Staffpoint®, you reserve all right, title and interest in and to Your Content. Delo Logic Inc will not disclose Your Content, except: (i) if you expressly authorize us to do in connection with your use of the Services; or (ii) as necessary to provide the Services to you, or to comply with the Agreement or the request of a governmental or regulatory body, subpoenas or court orders as outlined in this agreement.

c) Proprietary marks, trademarks and logos. Delo Logic Inc shall not use any of your marks or logos without your express written consent except for referral usage (i.e. “clients who use Staffpoint®”). Logos or branding uploaded on our Delo Logic Inc website or system by you or your delegates will not be considered usage or infringement of this condition by Delo Logic Inc.

d) Non-Assertion. During and after the term of the Agreement, with respect to any of the Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on Delo Logic Inc websites operated by or on behalf of us), licensors, or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services. You or any authorized third party agree will also refrain from participating in any software services business that directly or closely that resembles the software or services that Staffpoint® resembles.

e) Lists and Users. As noted in above, all data and content belong to you. Delo Logic Inc may use the lists of clients, admin and personnel users to send informational emails to said users about product updates, training material and notices of maintenance or downtime.


4) Service Levels

a) General Service Commitment. Delo Logic Inc will use commercially reasonable efforts to make the included services available with a monthly uptime percentage of 99.9% as counted in minutes during any billing cycle. In the event that Delo Logic Inc is not able to meet the service commitment you will be eligible to receive a service credit as a refund, prorated based on your agreement for the time the service was not available. This excludes circumstances as outlined but not limited to section 5).

b) Telephony services. As part of your service plan you may have optional automatic telephone dispatch and notification services. These services use VOIP (Voice over internet protocols) to send voice messages to users to inform them of new assignments, changes to assignments and other reminders. Due to the reliance on computer networks and infrastructure outside of Delo Logic Inc’s control including but not limited to the quality of telephone headsets used by the receiving party, Delo Logic Inc cannot guarantee that all telephone calls can be delivered or received by the expected party. Our goal is to ensure connection of 98% of all calls placed or received.

c) SMS (Short message service) text messages. As part of your service you may have optional automatic text messaging dispatch and notification services to inform users of new assignments, changes to assignments, cancellations and similar. Due to the reliance on infrastructure outside of Delo Logic Inc’s control not all messages sent or received my reach their destination. Our goal is to ensure a delivery of 97% of all messages sent or received as intended.

d) Email services. As part of your service you have optional automatic email messaging dispatch and notification


5) Warranties, Training and Disclaimers

a) Our Warranties. Delo Logic Inc warrant that (i) the Services shall perform materially in accordance with the User Guide, and that the functionality of the Services will not be materially decreased during a subscription term. For any breach of either such warranty, your exclusive remedy shall be as provided in section 8).

b) Downtime and Service Suspensions. In addition to our rights to terminate or suspend Services to you as described in Section 7, your organization acknowledges that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) Delo Logic Inc shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that Delo Logic Inc determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; or (c) in the event that Delo Logic Inc determine that any Service is prohibited by law or Delo Logic Inc otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). Delo Logic Inc shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits, job losses or personal damages) or any other consequences that you may incur as a result of any Service Suspension. To the extent Delo Logic Inc are able, Delo Logic Inc will endeavor to provide you email notice of any Service Suspension in accordance with the notice provisions set forth in 10)e) below and to post updates on the Delo Logic Inc and Staffpoint® websites regarding resumption of Services following any such suspension, but shall have no liability for the manner in which We may do so or if we fail to do so.

c) Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not intentionally transmit to the other party any Malicious Code.

d) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED OR NON IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

e) Standard Support Policy. Unless otherwise noted, our standard support policy will apply. Our standard support policy includes supporting main application users (your employees and users of Staffpoint®) and may include personnel users (field personnel your organization manages and send on assignments) and client users(your clients that use Staffpoint® to send requests for personnel). Regarding main application users our standard support policy is defined as one (1) day business response. This means if Delo Logic Inc receives a call or email for support by 11:59AM Delo Logic Inc will make every effort to contact you the same business day to resolve any issues. For personnel users and client users our standard policy means Delo Logic Inc will endeavor to contact said users with 24 business hours from the time of contact. This point may be superseded by enhanced or premium services that Delo Logic Inc offers now or in the future.

f) Although Delo Logic Inc makes every effort to ensure data integrity and security, Delo Logic Inc are not liable for dissemination of any data through external or internal attacks, including but not limited to hacking or cracking, phishing attempts, social engineering, or malicious actions by the client’s staff, users, or personnel.

g) You certify that the data you provide to Delo Logic Inc is complete and accurate to your knowledge. The performance of the System, and the accuracy of the data it outputs, is reliant on and directly related to the accuracy of the Data provided by your organization. Delo Logic Inc will make every effort to confirm the quality of your Data before import, but once imported, any inaccuracies or errors stemming from the quality of your provided Data shall be the responsibility of your organization, and corrections to that Data will be billable in accordance with this agreement.


6) Confidentiality

a) Your organization shall not disclose Delo Logic Inc Confidential Information during the Term or at any time following the end of the Term. As used in this Agreement, “Delo Logic Inc Confidential Information” means all non-public information disclosed by us, our business partners or our or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Delo Logic Inc Confidential Information includes, without limitation, (i) non-public information relating to our or our business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving one of our so-called beta tests or a beta test product that you obtain as a result of your participation in such beta test), (ii) third-party information that Delo Logic Inc are obligated to keep confidential, and (iii) the nature, content and existence of any discussions or negotiations between you and us and (iv) not reveal our processes, features, software methodologies and descriptions . Confidential Information does not include any information described in 6)b) or any information that you are required to disclose by law.

b) Excluded Information. Notwithstanding any other provision in this Agreement, you shall not have any confidentiality obligation to us under 6)a) above, with respect to any information provided or made available by us hereunder, and Delo Logic Inc shall not have any confidentiality or non-use obligation to you hereunder with respect to any information, software application, data or content provided or made available by you hereunder that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortuous act; or (iv) can be shown by documentation to have been independently developed by the receiving party.

c) Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

d) Protection of your data. Without limiting the above, Delo Logic Inc shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Delo Logic Inc shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with 6)f) Compelled Disclosure or as expressly permitted in writing by You, or (c) access your data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters.

e) Data Backup. Data on our servers is written using RAID (redundant array of independent disks) with data being written to multiple hard drives every second with full backups performed daily. Delo Logic Inc will make every effort to maintain and protect data backed up but cannot guarantee due to viruses, malicious use or other reasons the integrity of backed up data or content. As noted in 7)a) Limitations of Liability, Delo Logic Inc shall not be held liable for any loss of data due to above mentioned.

f) Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. Both parties will be provided notice at or prior to compelled disclosure.


7) Limitation of Liability & Indemnification

a) Limitations of Liability. NEITHER DELO LOGIC INC NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF DELO LOGIC INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.


8) Term, Termination & Suspension

a) Term of Agreement. This Agreement commences on the date You accept it and continues for a period as stipulated in the Client Service Agreement at the same monthly license fee as determined in 1)c), after which point it is renewable for the same term unless intent to terminate is provided, in writing, 60 days prior to the date of expiry or as specified by any custom terms.

b) Termination for Cause. Any party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors

c) Refund or Payment upon Termination for Cause. Upon any termination for cause by you, Delo Logic Inc shall refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, you shall pay any unpaid fees covering the remainder of the term. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

d) Return of Your Data. Upon request by You, made within 30 days after the effective date of termination of a Purchased Services subscription, Delo Logic Inc will make available to you for download a file of Your Data in comma-separated values (.csv) format along with attachments in their native format. After such 30-day period, Delo Logic Inc shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

e) Termination due to sale of Delo Logic. In the event the Delo Logic is sold or acquired by a third party, that party reserves the right to terminate the agreement with (six) 6-months’ notice.

f) Suspension of service due to non-payment. All monthly licensing fees are due in advance recurring monthly from the start of the service date. If payment is not received within 60 days of payment due date, Delo Logic Inc reserves the right to suspend service of your Staffpoint® license until payment is received. In the event of dispute, outstanding monies are still owed, and interest charged at 2% monthly. In the event service has been suspended and either a) you would like to discontinue using Staffpoint®, a $200.00 data retrieval fee will be applied to your account or b) you would like your service reinstated a fee equal to the amount of your monthly license fee or $1500 whichever is lower will be applied to resume service. Data retrieval or service reinstatement can only be performed once any other prior outstanding amounts have been collected.


9) Governing Law

a) Governing Law. By using the Services, you agree that the laws of the Province of Ontario, Canada, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.


10) General Provisions

a) No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

b) Attorney and Legal Fees. You shall pay on demand all of our reasonable attorney and Legal fees and other costs incurred by Delo Logic Inc to collect any fees or charges due us under this Agreement following your breach.

c) Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, Delo Logic Inc shall refund to you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

d) Relationship. Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our affiliates).

e) Notices. Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally (e.g., notices of updated fees, etc.) will be posted on the Delo Logic Inc and/or Staffpoint websites. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to us in your registration for the Services or in any updated email address you provide to us in accordance with standard account information update procedures Delo Logic Inc may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email.

f) Modification of Agreement. You agree that Delo Logic Inc may modify this Agreement or any policy or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement or such Additional Policy on the Delo Logic Inc websites and by providing notice by email.

g) Severability. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable or contrary to law, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

h) Custom terms. In certain circumstances, Delo Logic Inc may agree to other terms or annexes separate from this document. In the event of such an agreement or annex, terms of this agreement that are omitted in the custom agreement or that do not conflict with the custom agreement shall remain in force.


11) Add-ons and Enhancements

a) Offered Options. From time to Delo Logic Inc may offer/phase out/alter various add-ons that are charged at a separate rate from the standard licensing fee. These offered add-ons are optional and are not required for Staffpoint® to function normally.

b) Delo Logic Inc reserves the right to add or remove any features as deemed necessary, for whatever reason, in order to improve performance, stability, ease of use, or user experience, and will make every attempt to give prior notice but may do so without prior notification.

c) Effect on agreement. Accepting any add-ons or enhancements will not amend or modify any of the terms of this agreement and all terms and conditions will continue to apply.

d) Fair usage policy. Unless otherwise specified by agreement all add-ons or enhancements are considered “unlimited use” but in order to ensure that all of our clients have access to our network and services Delo Logic Inc reserve the right to limit access to some add-on or enhancements services to prevent abuse. For example, Delo Logic Inc, reserves the right to limit to 5 calls per 24-hour period for select personnel users who make calls that are not within normal usage patterns. Limits may be implemented at Delo Logic Inc’s discretion only if usage is deemed to be abusive or excessive. At no time will any limitations that may be placed by Delo Logic Inc limit your usage or effectiveness of said add-ons or Staffpoint® in general.

e) Charge for manual database changes. Changes to or manipulation of a customer’s database that Delo Logic Inc has determined to not be due to a deficiency in the system and/or part of regular initial setup and/or part of the standard agreement, may be charged, at Delo Logic Inc’s discretion, at an hourly rate of $65.00USD or equivalent local currency with a minimum billable time of 1 hour.

i) This rate is subject to change at any time.

ii) Customers will be notified prior to the start of any billable work.


Definitions
  • Assignment – A defined unit of work created as a record on the Staffpoint calendar which consists of a unique identifier number and a number of other properties, including start and end times, personnel types, billing and payment info, a client that has requested the assignment, and other optional customer-defined information. It may or may not have personnel attached to it and may or may not have an interactive component for user notifications.
  • Additional Policies – stipulations or offers that Staffpoint may attach to the Terms.
  • Affiliate – A person or organization officially attached to the customer.
  • Agreement – refers to the client service agreement and associated terms
  • Client User Panel – A tool that can be provided to clients or locations/sites/departments that require staffing. It allows the ability to request shifts, track assigned staff and view reports.
  • Components – the various tools or modules that comprise collectively of the Staffpoint staffing system.
  • Confidential Information – all non-public information disclosed by us, our business partners or our or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential.
  • Data Backup – the process of making redundant copies of your Information entered in the Staffpoint system such as schedules lists and settings.
  • Downtime – time when the Staffpoint system or underlying infrastructure used to host Staffpoint system is inaccessible to end users for technical reasons.
  • Fair usage – Allows us to protect the overall user-base from abuse or system degradation caused by a single specific customer by limiting certain actions or behaviors.
  • Governing Law – the laws of the Province of Ontario, Canada.
  • Human Resources Management – The main application used by administrator users and scheduling users to track and manage human resources, schedules, generate reports and manage users.
  • Lists – including but not limited to email addresses and phone numbers used by the system to perform dispatching and notification services.
  • Malicious Code – scripts and/or compiled and non-complied programs that are designed to interfere with the regular Staffpoint programming and have malevolent intentions such as disrupting service such as but not limited to disrupting service, altering the Staffpoint system, redirecting visitors or scraping data.
  • Marks – a symbol, word, or words legally registered or established by use as representing Staffpoint or Delo Logic Inc.
  • Monthly Assignment Limit (MAL) – A licensing restriction the defines how many newly created assignments can be created by a particular organization or licensee counted on a monthly period.
  • Options or Add-ons – additional system features which are not part of the core functionality of Staffpoint and may be added or removed at any time.
    Personnel Panel – A tool that can be provided to field personnel which allows them to view open assignments available to them, track what assignments they are currently assigned to and view their individual reports.
  • Receiving Party – is the person or company who receives the confidential information and is obligated to keep it confidential.
  • Service Suspension – when the customer has been locked out of the system for various reasons including but not limited to, for nonpayment, legal and regulatory reasons.
  • Services – refers to services covered in this agreement
  • Staffpoint – a web-based software as a service staffing and scheduling system (software)
  • Standard Support Policy – our protocol for handling tech-support requests as defined in the client service agreement
  • Term of Agreement – the length of your contract.
  • Termination – ending or cancelling the agreement.
  • User Guide – the Staffpoint system user documentation available in various forms
  • Users – The user data objects in the Staffpoint system, including personnel, client, and Administrative users and their profile data.
  • Websites – the Staffpoint and Delo Logic corporate sites, not including any end-user Staffpoint system.
  • Your Content – data you have generated or entered the Staffpoint system, excluding the system itself. May include personnel data, client data, assignment data, contact info, scheduling info, settings, etc…
  • Your Data – see Your Content