These Terms of Service (this “Agreement” or “these Terms and Conditions”) is a contract between you (“you” or “user”, which shall equally refer to Candidates, Interviewers, Hiring Managers and Recruiters with the same effect) and Qualifyde, Inc., Qualifyde Technologies Private Limited (“Company,” “we,” or “us”). You must read, agree to, and accept all of the Terms of Service contained in this Agreement to be a user of our website located at www.qualifyde.com or any part of the rest of the Site.
Subject to the conditions set forth herein, Company may, in its sole discretion, amend this Agreement at any time by posting a revised version on the Site. Company will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Company, Company will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to these Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE Terms and Conditions, INCLUDING THE ARBITRATION PROVISION IN SECTION 11 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE Terms of Service IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THESE TERMS AND CONDITIONS.
IF YOU AGREE TO THE Terms of Service ON BEHALF OF AN ENTITY OR AGENCY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE Terms of Service AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT ENTITY OR AGENCY TO THE Terms and Conditions. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO YOU AND THAT ENTITY OR AGENCY.
ACCOUNTS, MEMBERSHIPS, AND FEES
(i) CANDIDATE AND RECRUITER MEMBERSHIPS
Company offers several membership programs for Candidates and Recruiters on the platform.
Company reserves the right to change membership fees for each membership or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site. No refunds of fees already paid will be given. If Company exercises its right to cancel a membership, we will not refund the membership fee already paid.
(ii) MAKING PAYMENTS THROUGH Company
You acknowledge and agree that a substantial portion of the compensation Company receives for making the Site available to you is collected through the membership fee and that in exchange a substantial value to you is the skill assessment feedback is received or when Interviewer is identified and assigned to the Candidates by a Recruiter or by the Candidates through the Site. Company only receives the fee when payment is made and received through the Site. For 24 months from the start of a Company relationship, you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the payment methods offered on the Site unless you pay a fee to take the relationship off of the Site.
(iii) PAYMENT METHODS
In order to create an account and use the Site, you must provide account information for at least one valid Payment Method.
Where applicable, Company may also collect Taxes (such as the Goods & Services Tax in India or U.S) on membership fees or other income generated through the platform.
(vi) AUTOMATIC MEMBERSHIP RENEWAL
You must pay your Company membership fees through your account. The membership billing period begins on the date that Company first receives payment. Company membership fees are calculated from the beginning of that billing period. Company automatically renews your Company monthly membership, and you irrevocably authorize and instruct us to make the required monthly payments to Company on your behalf. This authorization will remain in full force and effect until you change your settings in your Profile to change your membership plan, otherwise notify us that you wish to revoke your authorization by contacting Customer Support, or cancel your account.
(vii) CHANGES TO MEMBERSHIP PROGRAM
You can change your membership program at any time. If you change your membership program, the new program and new billing period will be based upon the date Company receives payment of the new membership fee. If you upgrade a membership, it will result in a new billing date effective upon the date of payment of the additional fees and, if applicable, will result in a credit of the unused portion of the existing category membership fees. If you downgrade a membership, you will not receive a refund or credit for the fees already paid; instead your membership will continue to the end of your current billing period but will not renew. If your Account is suspended at the beginning of your billing period or you do not pay your membership fees, your Account will be automatically downgraded to an unpaid membership plan. If your Account is reinstated, you may change your membership plan as described in this Agreement. Company reserves the right to modify its membership programs at any time, upon reasonable notice posted in advance on the Site.
(viii) U.S. AND NON-U.S. CURRENCIES
The Company operates in U.S. Dollars (USD; $). If a user’s payment method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Company may display foreign currency conversion rates that Company currently makes available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions.
LICENSES AND THIRD-PARTY CONTENT
(i) PROVISION OF THE SITE AND LIMITED SITE LICENSE
Company aims to keep our Site and the Site Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services. In fact, we might even stop providing the Site or Site Services completely or stop providing certain features without notice.
(ii) TERMINATION OF THE LIMITED SITE LICENSE
Company may terminate any license it has granted to any Site Visitor or user to access the Site and Site Services by providing notice, and the termination of such license shall be effective immediately upon Company providing such notice.
(iii) INTELLECTUAL PROPERTY
Company and our licensors retain all right, title, and interest in and to all Intellectual Property Rights related in and to the Site and the Site Services. The Company logos and names are trademarks of Company and are registered in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners.
Nothing in these Terms of Service grants you a right to use any Company Marks.
YOUR INTELLECTUAL PROPERTY
(i) YOUR OBLIGATIONS AND YOUR INDEMNIFICATION OF COMPANY
When you post content on the Site, you understand and acknowledge that you are solely responsible for such content. Further, you represent and warrant that you have the right, power, and authority to (a) post that content without violating the rights of third parties, and (b) grant the licenses specified below.
You acknowledge and agree that the poster of content, and not Company, is responsible for any content including any harms caused to you or a third party by such content.
You will indemnify, defend, and hold harmless Company, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or another individual or entity against an Indemnified Party relating to or arising out of any content you post.
(ii) YOUR RIGHTS AND LICENSE TO COMPANY AND OTHER SITE VISITORS
(iii) THIRD-PARTY INTELLECTUAL PROPERTY
Any information or content expressed or made available by a third party or any other Site Visitor or user is that of the respective author(s) or distributor(s) and not of Company. Company neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than Company’s authorized agents acting in their official capacities.
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites or applications are owned and operated by the third parties and/or their licensors. The inclusion of any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
COMPLAINTS ABOUT COPYRIGHTED CONTENT ON THE SITE
(i) Company is committed to complying with U.S. and India copyright and related laws and requires all users to comply with these laws. Accordingly, you may not use the Site to store any material or content, or disseminate any material or content, in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by U.S. or India copyright law.
(ii) If you are the owner of any copyrighted work and believe your rights under U.S. or India copyright law have been infringed by any material on the Site, you may take advantage of certain provisions of the Digital Millennium Copyright Act (the “DMCA”) by sending a cease and desist letter to the offending party.
REPRESENTATIONS AND WARRANTIES
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Company MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE Terms and Conditions. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Company DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 13 (AGREEMENT TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST Company WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
LIMITATION OF LIABILITY
IN NO EVENT WILL Company, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF Company, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER Terms of Service WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY Company WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER Terms and Conditions, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You will indemnify, defend, and hold harmless Company, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Work Product or user Content developed, provided, or otherwise related to your use of the Site Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Company as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with these Terms of Service by you or your agents; (e) failure to comply with applicable law by you or your agents; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 12, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
(i) Unless both you and Company expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein.
(ii) IF Company DECIDES TO TEMPORARILY OR PERMANENTLY CLOSE YOUR ACCOUNT, Company HAS THE RIGHT WHERE ALLOWED BY LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE. YOU AGREE THAT Company WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE REASON(S) FOR THE CLOSURE.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates.
DISPUTE PROCESS, ARBITRATION, AND SCOPE
(i) If a dispute arises between you and Company or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. You, Company, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with Company (including without limitation any claimed employment with Company or successors), or the termination of your relationship with Company.
(ii) Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, any payments or monies you claim are due to you from Company or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Company or the termination of that relationship.
(iii) Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Agreement.
CHOICE OF LAW
These Terms of Service will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any claims made by any user located within the United States will be governed by the law of the state or county in which such user resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you and Company agree to first notify each other of the Claim. You agree to notify Company of the Claim at Attn: Qualifyde Inc, 2551 San Ramon Valley Blvd, Suite# 203A, San Ramon, CA 94583 or by email to firstname.lastname@example.org, and Company agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Company then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Company, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. Both you and Company will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.
SCOPE OF ARBITRATION
Except as otherwise provided herein, arbitration will be conducted in Contract Costa County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a user that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the user is located. Claims by Freelancers that allege employment or worker classification disputes or will be conducted in the state and within 25 miles of where Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
This Arbitration Provision does not apply to litigation between Company and you that is or was already pending in a state or federal court or arbitration. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 11 unless all parties to that arbitration consent in writing to that amendment.
This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits.
(i) ENTIRE AGREEMENT
This Agreement, together with the other Terms and Conditions, sets forth the entire agreement and understanding between you and Company relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in these Terms of Service are included for ease of reference only and have no binding effect. Even though Company drafted these Terms and Conditions, you represent that you had ample time to review and decide whether to agree to these Terms and Conditions. If an ambiguity or question of intent or interpretation of these Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or Company because of the authorship of any provision of these Terms and Conditions.
(ii) MODIFICATIONS; WAIVER
No modification or amendment to these Terms of Service will be binding upon Company unless they are agreed in a written instrument signed by a duly authorized representative of Company or posted on the Site by Company. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this these Terms and Conditions.
user may not assign these Terms and Conditions, or any of its rights or obligations hereunder, without Company’s prior written consent in the form of a written instrument signed by a duly authorized representative of Company. Company may freely assign this Agreement and the other Terms of Service without user’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, these Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
(iv) SEVERABILITY; INTERPRETATION
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
(v) FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
(vi) PREVAILING LANGUAGE AND LOCATION
The English language version of these Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
(vii) ACCESS OF THE SITE OUTSIDE THE UNITED STATES
Company makes no representations that the Site is appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
(viii) CONSENT TO USE ELECTRONIC RECORDS
In connection with these Terms and Conditions, you may be entitled to receive, or we may otherwise provide, certain records from Company or our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Site Services, you give us permission to provide these records to you electronically instead of in paper form.
PROHIBITED SITE USES
You may not use, or encourage, promote, facilitate, instruct or induce others to use, the Site or Site Services for any activities that violate any law, statute, ordinance or regulation; for any other illegal or fraudulent purpose or any purpose that is harmful to others; or to transmit, store, display, distribute or otherwise make available content that is illegal, fraudulent or harmful to others.
EXAMPLES OF PROHIBITED USES OF THE SITE
The following are examples of uses that are prohibited on the Site or when using the Site Services:
- Seeking, offering, promoting, or endorsing and services, content, or activities that:
- are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
- would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
- would violate (a) Company’s Terms and Conditions, (b) these Terms of Service of another website or any similar contractual obligations, or (c) the academic policies of any educational institution;
- regard the creation, publication, or distribution of “fake news”, “hoax news”, Deep Fake content or similar content, which is, in Company’s sole discretion, determined to be intended to mislead recipients for personal, financial, political or other gain or advantage;
- regard or promote in any way any escort services, prostitution, or sexual acts; or
- are harassing toward another person based on the person’s inclusion in a protected class as defined by applicable law;
- Fraudulent or misleading uses or content, including:
- fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating or attempting to falsify or manipulate the hours, keystrokes, or mouse clicks recorded in the Company App, (ii) reporting, recording, or otherwise billing Clients for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
- misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;
- using a profile photo that misrepresents your identity or represents you as someone else;
- impersonating any person or entity, including, but not limited to, an Company representative, forum leader, or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
- falsely stating or implying a relationship with another user, including an Agency continuing to use a Freelancer’s profile or information after the Freelancer no longer works with the Agency;
- falsely attributing statements to any Company representative, forum leader, guide or host;
- falsely stating or implying a relationship with Company or with another company with whom you do not have a relationship;
- allowing another person to use your account, which is misleading to other users; or
- Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
- Posting identifying information concerning another person;
- Spamming other users with proposals or invitations, including by making unsolicited contact of users off the Company platform
- Making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
- Requesting or demanding free services, including requesting Interviewer to conduct assessment submit for very little or no money
- Attempting to or actually manipulating or misusing the feedback system, including by:
- expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system;
- providing anything of value to any person (including to a third-party who provides assistance in obtaining feedback) or using any service of any type in order to obtain feedback; or
- offering services for the sole purpose of obtaining positive feedback of any kind;
- Duplicating or sharing accounts;
- Selling, trading, or giving an account to another person without Company’s consent;
Sharing or soliciting Means of Direct Contact with or from another user either directly through messages or by including Means of Direct Contact in a job post, profile, proposal or other user Content prior to entering into a Service Contract with such user, except as expressly allowed for Enterprise Clients;
- Directly or indirectly, advertising or promoting another website, product, or service or soliciting other users for other websites, products, or services, including advertising on Company to recruit Freelancers and/or Clients to join an Agency or another website or company;
- Interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site, including by:
- bypassing any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
- attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
- using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
- attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;
- collecting or harvesting any personally identifiable information, including Account names, from the Site;
- attempting to or imposing an unreasonable or disproportionately large load (as determined in Company’s sole discretion) on the Site’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of Company or any third party;
- accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided; or
- framing or linking to the Site or Site Services except as permitted in writing by Company
- Conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services or Company’s proprietary information, including:
- attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law or Company; or
- accessing or using the Site or Site Services to build a similar service or application, identify or solicit Company users, or publish any performance or any benchmark test or analysis relating to the Site.
We reserve the right, but do not assume the obligation, to investigate any potential violation of this Section 4 or any other potential violation of these Terms of Service and to remove, disable access to, or modify any content on the Site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Service or the these Terms and Conditions.
Capitalized terms not defined below have the meanings described in these Terms and Conditions.
“Candidate” means any individual that is a user of the site who creates an account, uploads a resume, and is contacted for employment opportunities on the platform.
“Recruiter/Hiring Manager” means any individual or entity who is seeking to hire a Candidate on the platform.
“Interviewer” means any individual who provides interview and assessment services to Candidates and matches Candidates with Recruiter/Hiring Manager.
“Client” means any authorized user utilizing the Site to seek and/or obtain Freelancer Services from another user.
“Deep Fake” means media that is altered in order to replace a person in an existing image or video with someone else’s likeness in a realistic manner without permission or authorization of the person whose likeness is used.
“Freelancer Services” means Interviewing and Skill Assessment(s) services provided by Freelancers.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Platform” refers to “Site” as defined below.
“Site” means, collectively, our website located at www.Company.com, all affiliated websites and applications, including mobile websites and Company Mobile Applications, owned and operated by us, our predecessors or successors in interest, or our Affiliates (defined in these Terms and Conditions).
“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other information that you or any Site Visitor or user post to any part of the Site or provide to Company, including such information that is posted as a result of questions.
“You” means any person who accesses our Site, including a site visitor or user and including any entity or agency on whose behalf any such person accesses or uses our Site.