These Terms of Use (“Terms”) as well as our privacy policy (the “Privacy Policy”) located at: Privacy Policy Page shall apply to the online custom immigration service provider’s (“you” and/or “your” and/or “Provider”) use of Aliro Technologies Inc.’s (“Aliro”) proprietary custom immigration services platform (“Platform”) either identified in one or more registration documents (which documents maybe be in electronic or digital format) signed and/or accepted digitally by the Aliro and yourself parties (each an “Registration Form”) or, if there is no Registration Form executed by you than upon your access and/or use of the Platform. Your execution of a Registration Form referencing these Terms and/or access or use of the Platform shall be deemed your agreement to these Terms. These Terms and all Registration Forms (collectively referred to as the “Agreement”) represent your and Aliro (“Parties”) entire understanding regarding the Platform and shall govern over any different or additional terms of any Registration Forms and no terms included in any such Registration Forms shall apply to the Platform unless such different terms are stated specifically in a mutually signed Registration Form.

Upon the earlier of you: (a) signing and submitting a Registration Form; or (b) checking “I agree”, where applicable while accessing and/or using the Platform via Aliro’s web site located at: https://aliroimmigration.com/ (“Site”), you shall be deemed to have confirmed and agreed that: (i) you have read the Agreement, understood them, and that such confirmation and agreement constitutes a valid and legally binding contract between you and Aliro; and (ii) you are fully and duly certified and licensed in good standing by the requisite authorities to provide the immigration services in the applicable jurisdiction(s) detailed in your Registration Form. If you confirmed and agreed to the Agreement terms, on behalf of a corporation or another legal entity, you shall have been deemed to have represented and warranted that you have the authority to bind such entity to the terms and conditions contained within such Agreement. 

Aliro may update or modify the Agreement terms and/or the Platform from time to time as further detailed herein. If, in Aliro’s reasonable judgment, any such modification to the Platform materially reduces the functionality of the Platform, Aliro will endeavor to inform you via the e-mail address associated with your Provider Account (as defined below), no less than 5 days prior to such change. Your continued access and/or use of the Platform following such changes or modifications shall be deemed to be acceptance of such revised Platform and/or Agreement terms. 

1. The Platform

1. Subject to your compliance with the Agreement terms, you will be granted with the right to access and use the Platform which includes an online marketplace that shall enable you to advertise your immigration services and related products (“Provider Services”) to potential clients (“Client(s)”), and to interact and engage via the Platform with such Clients that are seeking to receive such applicable Provider Services. 

2. Subject to these Terms and during your Subscription Pilot Term (as defined below), you will also receive access to the features set forth in your Registration Form which may enable you to, inter alia: (a) advertise/ offer your immigration services and related products on the Platform (“Listings”); (b) get more qualified Client leads; (c) manage Clients application process; and (d) receive additional services from Aliro and its affiliates, as may be offered by Aliro from time to time. 

3. While filling out and executing your Registration Form to make a Listings via the Platform you undertake and represent that you shall provide complete, accurate, and updated information about your Provider Services and your license and certification status in the jurisdiction(s) set forth in your Registration Form. In addition to the above, you agree to provide any other related information reasonably requested by Aliro; and hereby undertake to notify Aliro immediately in writing (via the contact details set forth in section 13.11 below), of any change in your license and certification status.  

4. The position, prominence and placement of your services and products on the Platform are pursuant to Aliro’s standard parameters. You authorize Aliro to use and display your marketing materials and to market and promote your services and products and their availability on the Platform, but you recognize that Aliro has no obligation to market or promote your service and products other than as set forth in the Registration Form.

5. You acknowledge and confirm that you are aware that: (a) Aliro, as the provider of the Platform does and will not offer, sell, engage, control, manage, supervise, deliver, or provide any Provider Services on your behalf; (b) under each engagement between a Client and yourself for any service or product including for Provider Services published via the Platform, you shall be solely responsible and liable towards such Client for the offer, sale, engagement, control, management, supervision, and delivery and etc. of any service or product including for Provider Services published via the Platform or any other engagement with a Client; and (c) Aliro shall not be deemed as a party to any of the said engagements between you and the Clients and/or anyone else on such parties behalf.

2. Account Information

   1. In the Registration Form to access and use the Platform, you will be required to create a Provider account (“Provider Account”). When registering to create a Provider Account, you are required to select a password and provide certain information as specified in the Registration Form (“Login Information”).

   2. As part of the registration process, you agree to provide Aliro with: (a) accurate and complete information pursuant to Aliro’s request and (b) all on engagement agreements /onboarding documents that will be used between yourself and Clients engaged via the Platform (“Provider Engagement Agreements”). You further agree to update Aliro (in the same manner set forth in section 1.3) of any change in the information requested pursuant to sub-section (a) promptly after it changes, and not to amend any of the Provider Engagement Agreements without the written approval of Aliro. Additionally, you represent and warrant that you have full right and authority to provide Aliro with the foregoing information, including, without limitation, any third party’s consent (to the extent required under any applicable law or contract). 

   3. You hereby permit Aliro to review and monitor (a) commercial transactions and engagements you make with Clients, and (b) in case of a dispute with a Client, the applicable correspondence and Client Data (as defined below), for the sole purpose of ensuring your compliance with these Terms and the terms and conditions set forth in your Provider Engagement Agreements. Aliro shall only utilize such specific and limited information received from or related to your Provider Account for the above-mentioned purposes.

   4. Any Login Information you shall provide Aliro when creating or updating the Provider Account will be held and used in accordance with Aliro’s Privacy Policy available at: [link] as may be amended from time to time which also constitutes an integral part of these Terms. 

   5. The following rules govern the security of your Provider Account and Login Information. For the purposes of these Terms, references to a Provider Account and Login Information shall include any account and account information, including usernames, passwords or security questions, whether or not created for the purpose of using the Platform, that are used to access the Platform:

      1. You shall not share your Provider Account or Login Information, nor let anyone else access your Provider Account or do anything else that might jeopardize the security of your Provider Account; 

      2. In the event you become aware of or reasonably suspect any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of your Login Information or unauthorized access to your Provider Account, you must immediately notify Aliro and modify your Login Information;

      3. You are solely responsible for maintaining the confidentiality of the Login Information, and will be responsible for all uses of the Login Information, including purchases, whether or not authorized by yourself; 

      4. You are responsible for anything that happens through your Provider Account, whether or not such actions were taken by you, including, for the avoidance of doubt, actions taken by third parties or any one on your behalf. You therefore acknowledge that your Provider Account may be terminated if someone else uses it to engage in any activity that violates the Agreement or is otherwise improper or illegal;   

      5. You undertake to monitor your Provider Account and restrict use by any individual barred from accepting the Agreement terms and/or receiving access to or use of the Platform, under the provisions listed herein or any applicable law. You accept full responsibility for any unauthorized use of the Platform by any of the above mentioned;

      6. Aliro reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates such third party’s rights.

3. Rules of Conduct and Usage

   1. You agree to comply fully with these Terms, your Provider Engagement Agreements and all applicable domestic and international laws, regulations, statutes, ordinances that govern your use of the Platform. Without limiting the foregoing and in recognition of the global nature of the Internet, you agree to comply with all local and international rules regarding online conduct. You also agree to comply with all applicable laws affecting the transmission of content or the privacy of the Clients or any other individuals.

   2. You hereby agree that in case that Aliro determines that you have acted in violation of the Agreement terms or any applicable law while using the Platform, or if Aliro determines your actions fall outside of reasonable standards, Aliro may, at its sole discretion, terminate your Provider Account and prohibit you from accessing or using the Platform. In furtherance of the foregoing, and as an example and not as a limitation, you hereby agree that by using the Platform you shall not act as follows:

      1. Grant access, rent, lease, sell, transfer, assign and/or sublicense your Provider Account to any person or entity, or access a Provider Account which has been rented, leased, sold, transferred, assigned and/or sublicensed.

      2. Upload or transmit (or attempt to upload or transmit) files that contain viruses, malware, trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Platform.

      3. Violate the contractual, personal, privacy, intellectual property or other rights of any party including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Platform in any manner that infringes any copyright, trademark, design, patent, trade secret, or other rights of any party (including rights of privacy or publicity).

      4. Create false personas, multiple identities, multiple user Provider Accounts, set up a Provider Account on behalf of someone else.

      5. Post a Listing that as a result of such posting will be deemed to be in breach of any agreements you have entered into with any third parties.

      6. Attempt to obtain passwords or other private information from other members including personally identifiable information (whether in text, image or video form), identification documents, or financial information.

      7. Upload or transmit (or attempt to upload or to transmit), any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware”, “passive collection mechanisms” or “pcms”). Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the Platform for any purpose.

      8. Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Platform.

      9. Defraud, or attempt to defraud, Aliro or its users, and acting in bad faith in your use of the Platform.

      10. Build a competitive marketplace, product or service or to otherwise copy the features, functionality or user interfaces of the Platform.

      11. Use the Platform in any manner that diverts Client from the Platform or that directs Client to a website that is not owned or controlled by Aliro.

   3. Reviews and Ratings. The Platform may include social networking functionality that will allow end users to review and rate services and products. You agree that this functionality is important to the success of the Platform, even if it results in unfavorable reviews or ratings of your services and products. In order to preserve the integrity of these reviews and ratings, you agree that you will not, directly or indirectly (i) offer incentives to your Clients to rate your service and products; and/or (ii) take any other action that could reasonably be expected to artificially increase favorable reviews or ratings of your own services and products, and/or  (iii) artificially increase unfavorable reviews or ratings of the services and products of any of your competitors. You acknowledge and agree that your Listing will be ranked and placed in the Client search results on the Platform, in accordance to a calculation based on a variety of factors, such as turnaround, MOQ, design flexibility, “Rankings”, “Reviews”, Client’ requirements etc.

4. Pricing and Payments

   1. Aliro may partners with payment service providers (“PSP”) in order to collect payments from Clients, transfer those payments from Clients to Providers, and provide currency exchanges services in connection with accepting and remitting payments. The payment for Provider Services by Clients shall be made directly to Aliro or by online payment services (such as “PayPal”) or PSPs that Aliro, at its discretion, partners with (“Payment Processor”).

   2. All fees for Provider Services and related products offered to Clients shall be published by yourself on the Platform via each applicable Listing (“Service Price”), and all payments of Service Prices for such service and products by the Clients shall be paid solely via the Payment Processor and shall be processed pursuant to the terms set forth below. Unless approved otherwise by Aliro, the Provider shall set the Service Price and the Clients shall pay the Services in US Dollars (USD).

   3. During the Subscription Pilot Term, 85% of the Service Price will be remitted by Aliro to the Provider via the Payment Processor; and the remaining 15% percent will be retained by Aliro as consideration for the use of access of the Platform by the Provider (“Aliro Fee”).

   4. The Provider hereby appoints Aliro as the Provider’s limited authorized payment collection agent solely for the purpose of accepting payments (via its Payment Processor) from Clients, and remitting those payments to the Provider minus the Aliro fee.

   5. You agree, and you undertake to include applicable terms and conditions agreements within your Provider Engagement Agreements, that you and your Clients shall be bound by the Payment Processor’s terms of use, as they may be modified by them from time to time. As a condition of Aliro enabling payment processing services through the Payment Processor, you agree to provide Aliro accurate and complete information about yourself and your business, and you authorize Aliro to share transaction information related to your use of the payment processing services provided by Payment Processor. Aliro may replace its third-party PSP without providing you with any notice.

   6. The Aliro Fees payable are non-refundable and are payable in full, without any deduction of any kind including for taxes and/or duties.

   7. Providers are responsible for paying any direct or indirect taxes, including any GST, provincial or state sales tax, or income tax, which apply to them depending on their residency, situation, location, and the relevant laws and regulations of their jurisdiction. The Service Price displayed to clients is inclusive of all such taxes and charges that may apply to the Provider.

   8. Aliro generally collects at least 20% of the Service Price from the Client at the time the Provider Services are agreed upon by the Client and the Provider and a retainer agreement between the two parties is signed (“Provider-Client Agreement”). The schedule and conditions upon which Aliro will collect the remainder of the Service Price from the Client will be set out and agreed upon by the Provider and Client in the Provider-Client Agreement.

   9. Subject to and conditional upon the successful receipt of a payment for some or all of the Service Price from the Client, Aliro will generally remit payment to your selected method of payout within ten (10) business days (“Payout”) of the successful receipt. Your Payout will be the Service Price or the portion of the Service Price paid by the Client minus the Aliro Fee. Aliro will generally remit your Payout in USD, unless otherwise requested by the Provider and agreed upon by Aliro in which case the Provider will cover all expenses related to the conversion of currency.

   10. Your Payout may involve the use of third-party PSPs which may charge you additional fees when processing Payouts in connection with the Payment Processor (including deducting charges from the Payout amount). Aliro is not responsible for any such fees and disclaims all liability in this regard. The method you provide us for your Payout also be subject to additional terms of use and it is recommended you review them before providing Aliro with it as your method for Payout.

   11. Cancellations of Provider Services by Clients and any subsequent refunds of the Service Price are subject to the terms and conditions of the Provider-Client Agreement. All refunds issued to Clients by Providers will be processed using Aliro’s Payment Processor. Aliro encourages Providers and Clients to settle any disputes and/or conflicts regarding cancellations and refunds amongst themselves. If for whatever reason a dispute is unable to be resolved then the Client and/or Provider may engage Aliro to resolve the dispute pursuant to the Terms of this Agreement.

   12. Notwithstanding Section 4.11, a portion, or in some cases all, of the Aliro Fee will be withheld as non-refundable from any refund issued to the Client by the Provider. Aliro will calculate the percentage of the Aliro Fee withheld based on the time from which a Client made a payment and the time the Client then requested to cancel their Provider Services. In general, and unless otherwise agreed upon by Aliro in writing, 80% of the Aliro Fee will be refunded if a cancellation is requested within one week, 25% of the Aliro Fee will be refunded if a cancellation is requested within the second week, and 0% of the Aliro Fee will be refunded if a cancellation is requested after the second week. For clarity, if a Client pays $1000 on May 1 and another $1000 on June 10 then makes a cancellation request on June 15 then Aliro will refund 0% of the May 1 Aliro Fee and 80% of the June 10 Aliro Fee.

5. Term and Termination

   1. The term of your account shall commence upon the execution of the Registration Form and end following the lapse of six (6) months thereafter (“Subscription Pilot Term”). 

   2. Aliro may terminate the Agreement and your Provider Account upon 30 days prior written notice, for any or no reason. You may terminate your account at any time upon 30 days prior written notice. 

   3. Termination for Cause:

      1. If Aliro determines that you have acted in violation of the terms of the Agreement, or if Aliro determines that your actions fall outside of reasonable standards, Aliro may, at its sole discretion, terminate or suspend your Provider Account and prohibit you from using the Platform. If you have more than one Provider Account, Aliro may immediately suspend or terminate all of your Provider Accounts. 

      2. Aliro shall have the right to immediately terminate the Agreement, upon written notice, in the event that you file a petition in bankruptcy or are adjudicated as bankrupt or insolvent, or make an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinue your business or have a receiver appointed for your business.

      3. In the event that Aliro terminates your Provider Account, you may not participate nor make use of the Platform again without Aliro’s express written consent. Aliro reserves the right to refuse to keep your Provider Data (as defined below). If you believe that any action has been taken against your Provider Account in error, please contact Aliro at: Contact Page

   4. Aliro will not have any liability for terminating or not renewing the Agreement and/or your Provider Account. In addition, you agree that you will not be entitled to any compensation, damages or payments with respect to the termination of the Agreement and/or your Provider Account, regardless of the reason for or method of termination or non-renewal of the Agreement and/or your Provider Account.

   5. Effects of Termination. 

      1. Upon termination or expiration of your Agreement, Aliro may prevent you from any and all access right to use the Platform or to login to your Provider Account following the lapse of 48 hours after effective date of the termination of your Agreement.

      2. Termination of the Agreement shall not affect any provision of these Terms which are expressly or by implication intended to come into force or continue in force on or after the termination, including sections 4 (“Pricing and Payments”) 8 (“Intellectual Property Ownership”), 9 (“Confidentiality”), 10 (“Warranty Disclaimers”), 11 (“Limitation on Liability”), 12 (“Indemnification”) and 13 (“Miscellaneous”) herein.

6. Provider Data and Client Data

   1. Aliro acknowledges that, as between you and Aliro, you own all rights, title and interest in your Provider Data. Except as permitted herein, Aliro acknowledges that the Agreement terms shall not convey to Aliro any other rights in any of your copyrighted material.

   2. The term “Provider Data” shall mean your name, logo, trade dress, trademark or service mark, the files or attachments uploaded by you to the Platform (including the Provider Engagement Agreements), as well as the contact information submitted to Aliro by you (if any).

   3. You represent and warrant to Aliro that you possess all rights required to lawfully provide your Provider Data to Aliro and allow Aliro to use such data in the performance of the Platform. Furthermore, you represent and warrant that such Provider Data and/or the display of and access to such materials do not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy or other rights of any third parties.

   4. You hereby grant to Aliro a non-exclusive, worldwide, perpetual and irrevocable right to use the Provider Data for the purpose of support and maintenance and for analyzing and improving the Platform.

   5. Without derogating from any of Aliro’s rights and remedies under these Terms and/or under law, Aliro will be entitled to immediately discontinue your access and use of the Platform in the event of any alleged infringement, misappropriation or violation of any rights of any third parties in connection with your Provider Data.

   6. You acknowledge and agree that Aliro has no obligation to review any of the contents of the Provider Data, Client Data, including for its inaccuracy or completeness, or for the potential violation of any third-party rights. “Client Data” means any information a Client shall upload and/or submit to the Platform

   7. Any Provider Data and Client Data provided to Aliro as part of the Platform will be held and used in accordance with Aliro’s Privacy Policy. In connection with providing you with access and use to the Platform, Aliro may transfer, store and process Provider Data and Client Data in any country in which Aliro or its affiliates maintain offices. By using the Platform, you hereby consent to such transference, processing and storage of the Provider Data.

7. Communication Channels
   
   

   1. Platform Communication Channels. The Platform may now or in the future provide communication channels such as blogs, forums, communities, or chat areas (collectively, “Platform Communication Channels”) designed to enable you to communicate with Clients and/or other Providers. Aliro is under no obligation to monitor these Platform Communication Channels but may do so, and reserves the right to review materials posted to the Platform Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. Aliro may also terminate or suspend your access to any Platform Communication Channels at any time, without notice, for any of the reasons set forth in section 3.2 above. You acknowledge that chats, postings, or materials posted by users on the Platform Communication Channels are neither endorsed nor controlled by Aliro, and these communications should not be considered reviewed or approved by Aliro. You will be solely responsible for your activities within the Platform Communication Channels and under no circumstances will Aliro be liable for any activity within the Platform Communication Channels. You agree that your communications within the Platform Communication Channels are public, and you have no expectation of privacy regarding your use of the Platform Communication Channels. Aliro is not responsible for information that you choose to share on the Platform Communication Channels, or for the actions of other users.

   2. Dealings with Clients. 

      1. You hereby acknowledge and agree that any responsibility regarding correspondence or business dealings with Clients whether through the Platform or externally, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be born solely by yourself. 

      2. You agree that Aliro will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such other Providers on the Platform.

      3. Following the execution of a Provider Engagement Agreement between you and Client, Aliro will not monitor any correspondence or business dealings with such Client regarding the services set forth in the applicable Provider Engagement Agreement. Notwithstanding the above, in case of a dispute between yourself and a Client regarding Provider Services, Aliro shall be granted with access to all correspondence or business dealings with such Client regarding the disputed matter. 

8. Intellectual Property Ownership

   1. The Platform, including but not limited to all materials, any computer software (in object code and source code form), data or information employed by Aliro pursuant to these Terms, and any know-how, methodologies, equipment, or processes used by Aliro to provide the Platform, including without limitation all patent, copyright, trade secret and any other proprietary rights therein and any other deliverables provided by it hereinunder, are and shall remain the sole and exclusive property of Aliro.

   2. Nothing in the Agreement gives you a right to use any of Aliro’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

   3. You agrees to provide Aliro with feedback concerning the functionality and performance of the Platform, from time to time, as reasonably requested by Aliro, including, without limitation identifying potential errors, enhancements and improvements. Any feedback, suggestions, ideas or other inputs that you provide Aliro in connection with the Platform may be freely used by Aliro to improve or enhance Aliro’s products and services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by you as aforesaid, shall vest solely with Aliro.

   4. During the course of your use of the Platform, Aliro may collect information regarding your use of the Platform, such as information on which tools and/or services in the Platform are being used and how they are being used, connection time to Aliro’s server, etc. Any such information gathered by Aliro will be used in general, aggregated, non-personally identifiable form in connection with evaluating and improving Aliro’s products and technology and for statistical purposes. Notwithstanding, the use of any of our on-line services, shall be subject to Aliro’s Privacy Policy.

   5. Your use of the Platform is limited to that specifically and explicitly permitted in the Agreement. You shall not and shall not permit any third party to: (a) engage in, cause, or permit the reverse engineering, disassembly, decompilation or any similar manipulation or attempt to discover the source code or underlying ideas or algorithms of the Platform or any part thereof; (b) bypass, alter, or tamper with any security or lockout features of the Platform; (c) create any derivative work or translation of the Platform; or (d) provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Platform for the benefit of any third party.

9. Confidentiality  

   1. Confidential Information (as defined below) of Aliro shall be retained by you in confidence until such information becomes public through no action or inaction by you, and shall be used, disclosed, and copied solely for the purposes of, and in accordance with, these Terms. If needed, you may disclose Confidential Information to those employees solely with a need to know of such Confidential Information, and who have executed an obligation of confidentiality and restriction of use similar to the terms hereof. You shall use the same degree of care as you use to protect your own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, disclosure or publication of the Confidential Information. 

“Confidential Information” means any and all information disclosed by Aliro which is: (i) not publicly available, including but not limited to patent, patent application, trade secret and proprietary information, techniques, sketches, drawings, models, inventions, designs, know-how, processes, apparatus, equipment, computer code and algorithms, and (ii) information relating to marketing plans, business opportunities, personnel, research, development or know-how. Without derogating from the generality of the foregoing, the Platform. 

2. It is hereby agreed that, without limiting the foregoing, all intellectual property rights in and to the Platform and any and all documentation, user guides, manuals, system requirements, operating instructions, training, pricing rates, and terms and other data and materials related to the foregoing or made available by Aliro to you pursuant to these Terms and/or the Platform, are considered as Confidential Information of Aliro.

3. Aliro shall have the right to seek injunctive or other equitable relief to protect its Confidential Information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.  

10. Warranty Disclaimers

    1. You acknowledge and confirm that you are aware that Aliro, as the provider of the Platform, does not and will not have any responsibility regarding your Provider Services, Provider Data and/or the negotiations and/or engagement you may enter into with any Client.

    2. You are aware understand and agree that service and access to the Platform rendered hereunder is made as part of a pilot and therefore are provided on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind. You shall be solely responsible for any and all acts or omissions taken or made in reliance on the Platform. To the fullest extent permitted by law, Aliro its officers, directors, employees, and agents disclaim any and all warranties, whether express or implied, including, without limitation, any implied warranties of merchantability, title, fitness for a particular purpose or use, satisfactory quality, non-infringement, accuracy or completeness of the content of the Platform or contents of any sites linked to the Platform, that any data stored with Aliro will be secure or otherwise not lost or damaged, or that the Platform will be uninterrupted or error free.

    3. Aliro makes no representations about the quantity, sufficiency or quality of data that it provides. Aliro does not guarantee that the information provided by the Platform is accurate or complete, or the results to be achieved from such information, including any specific conversion rates. 

    4. You acknowledge and confirm that you are aware that Aliro is an impartial online networking platform and marketplace that connects prospective immigrants with licensed immigration service providers that have agreed to be listed on the platform. Aliro does not market for, or solicit business for, any individual immigration service providers. For certainty, you acknowledge that Aliro is neither representing you in the furtherance of your practice, nor is Aliro facilitating business in connection with your practice. For further clarity, you acknowledge and confirm that Aliro is not an agent for you or for any other immigration service providers listed on the Aliro Platform nor does Aliro act on behalf of any such immigration service providers. Any and all fees that Aliro collects are solely for the services it provides as a networking platform and marketplace.

11. Limitations of Liability 

in no event shall Aliro or anyone on its behalf be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including without limitation damages for loss of business or profits, business interruption, loss of business information or loss or damages to goodwill, in connection with the agreement and/or the Platform regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence), or otherwise, even if Aliro has been advised of the possibility of such damages or loss. notwithstanding anything to the contrary herein, under no circumstances will Aliro’s total and aggregate liability to you from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to the Agreement and/or the Platform, exceed the fees actually paid by you to Aliro for the right to use the platform in the 6 months preceding such claim.

12. Indemnification 

    1. To the fullest extent permitted by applicable law, you shall defend, indemnify and hold Aliro, its affiliates, and their respective officers, employees Providers, service providers and/or any other person or entity acting on its behalf, harmless from and against any loss, liability, claim, demand, or proceedings brought against Aliro by a third party, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any of the following:

       1. Your violation of the Agreement.

       2. Your improper use of the Platform. 

       3. Your interaction and/or engagement with any Client, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction and/or engagement.

       4. Your violation of any applicable laws and/or any third party right, including without limitation any copyright, property, or privacy right.

    2. You agree not to settle and/or compromise any such claim without Aliro’s prior written consent. Aliro reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify Aliro and you agree to cooperate with Aliro defense of such claims at your expense.

13. Miscellaneous

    1. Governing Law and Jurisdiction. The Agreement shall be interpreted under and is governed by the laws of Canada and the Province of British Columbia, without application of its principles of conflicts of law. The parties hereto irrevocably consent to the exclusive jurisdiction of the competent courts in Vancouver, British Columbia, to adjudicate all disputes arising from or related to the Agreement to the exclusion of the jurisdiction of any other court; however, Aliro shall retain the right to institute proceedings, including interlocutory and/or injunctive relief, in any other territory. The Parties hereto further agree that the United Nations Convention on the International Sales Goods shall not apply to the Agreement.

    2. Publicity. Aliro may identify you on the Site and other marketing materials as a user of the Platform. Upon Aliro’s reasonable request, you agree to provide Aliro with information regarding your use of the Platform and cooperate with Aliro’s efforts to promote and market the Platform.

    3. Assignment. Neither party shall transfer, assign or pledge in any manner whatsoever any of its rights or obligations under the Agreement without the prior written consent of the other Party, provided however, that a Party may assign its rights under the Agreement in connection with a merger, acquisition, sale of all or substantially all of its assets or other such corporate reorganization. 

    4. Severability. If any term, provision, covenant or restriction of the Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against regulatory or public policy, the remainder of the terms, provisions, covenants and restrictions of the Agreement shall in no way be affected, impaired or invalidated.

    5. Entire Agreement. The terms and provisions contained the herein, and in the Registration Form(s) constitute the entire agreement between the parties hereto with respect to the subject matters hereof and shall supersede all previous communications, oral or written, between the parties hereto with respect to the subject matters hereof.

    6. Amendments. The technology for the Platform is constantly evolving, accordingly, Aliro reserves the right to amend the Agreement including these Terms at any time in its sole discretion. Aliro will endeavor to send an email with notice of any such amendments to the email address you listed in your Provider Account. Any such amendments shall become effective on the date that is 10 days after the date of Aliro’s email notice to you. If you do not accept, or refuse to be bound by, any of Aliro’s proposed amendments, you may terminate the Agreement prior to the expiration of the 30-day notice period by providing written notice of termination to Aliro. If you terminate the Agreement within the 30-day notice period, the proposed amendments will not take effect and will not be binding on you. However, if you do not terminate the Agreement as provided above within the 30 day notice period, then your continued use of the Platform will constitute your acceptance of the proposed amendments and these amendments will be binding on you. Except as provided in this Section 13.6, no other act, document, usage, or custom shall be deemed to amend these Terms. 

    7. Waiver. No waiver of any rights by any Party hereto shall be construed as a waiver of the same or any other right at any prior or subsequent time. Furthermore, no waiver or delay on the part of a Party hereto in exercising any power or right hereunder, and no forbearance or indulgence of a Party granted to the other Party, shall in any way restrict or diminish the full rights and powers of that Party under the Agreement, or operate as a waiver of any breach by a Party of any of the terms or conditions of the terms of the Agreement.

    8. Independent Contractor. No agency, partnership, joint venture or employment relationship is or shall be created by virtue of the Platform and/or the Agreement.

    9. Compliance with Law. You, not Aliro, are responsible for ensuring that the provision of your services products comply with applicable law, including any and all laws and regulations governing your provision of immigration services, and applicable data privacy matters.

    10. Force Majeure. Aliro shall not be in default, or held responsible, for damages caused by delay or failure to perform in full or in part its obligations under these Terms, where such delay or failure is due to circumstances beyond Aliro’s reasonable control, including but not limited to acts of God, fire, flood, war, terrorism, embargo, accident, labor disputes, or shortage of material, equipment or transport, epidemic, pandemic, any law, regulation, or any ruling of court, tribunal or governmental agency. 

    11. Notices.  Any notice provided pursuant to the Agreement shall be in writing and shall be sent by registered mail, or e-mail with notice of receipt requested, or by hand delivery to the addresses of the parties as specified herein. Notices sent to Aliro shall be addressed to [email protected] and to your address as set forth in the Provider Account, or to the address otherwise designated from time to time in writing by the Parties. All notices will be deemed to have been delivered 5 business days after being mailed (return receipt requested) if delivered by registered mail, or 1 business day after delivered by hand or by e-mail (with confirmation of receipt).

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Updated March 14, 2023