RolePoint Inc - Terms of Use

Last Updated: August 28, 2016

  1. Overview
    1. These terms of use ("Terms of Use") form a legal agreement between you (including, if applicable, any legal entity which you represent or act for) ("you") and us RolePoint Inc. ("us") and sets forth the terms and conditions governing your access to, and use of, this site and the services provided thereby, which enables employers and potential employees to liaise and engage by using third party references (the "Site" and the "Services", respectively). Please read these Terms of Use carefully before using the site and Services. By using the Site and Services, you agree to be bound by these Terms of Use, as may be amended by us from time to time. If you do not agree to these Terms of Use, please refrain from using the Site and Services.
    2. The Services are intended for use by persons and entities that are of legal capacity to create a binding legal agreement and who are not barred from receiving services under the laws of their jurisdiction ("Legal Capacity"). Accordingly, if you not of Legal Capacity, you are not allowed to use the Site and Services. Be aware that we are not and shall not be held liable for any breach of this requirement.
    3. WE RESERVE THE RIGHT TO CHANGE OR DISCONTINUE THE SITE OR ANY OF THE SERVICES AT ANY TIME, WITHOUT NOTICE.WE MAY ALSO REVISE THESE TERMS OF USE WITHOUT NOTICE AT ANY TIME AT OURSOLE DISCRETION. YOU AGREE THAT YOUR CONTINUED USE OF THE SITE AND SERVICES FOLLOWING SUCH MODIFICATIONS CONSTITUTES YOUR ACCEPTANCE OF SUCH MODIFICATIONS. THEREFORE, YOU MUSTREVISIT THESE TERMS OF USE REGULARLYTO BE UPDATED OF ANY MODIFICATION MADE.
    4. These Terms of Use need to be read in conjunction with our Privacy Policy. Please read our Privacy Policy carefully before using the Site and Services
    5. All communications between you and us shall be by electronic means. You hereby consent and agree to receive communications from us in an electronic form.
  2. Accounts
    1. You are required to create an account in order to use the Site. You agree that all information provided by you is accurate, full, complete and up-to-date at all times. Recruitment agencies or recruiting software/service vendors may not use this site without express prior permission. Your registration must be completed using your real name. Each registration is for you (or, if applicable, for the use of the legal entity on whose behalf you access the Site). You may only use one single account. You may not use the account of others, or allow others to use your account, and you are responsible for preventing such unauthorized use.
    2. You agree that we rely on "User ID"s to confirm whether users accessing the Site and using our Services are authorized to do so. If a user accesses the Site using a User ID that was issued to you, we will rely on that User ID and will assume you personally are accessing the Site. You are solely responsible for any and all access to the Site or use of the Service by persons using your User ID. Please notify us immediately if you become aware that your User ID is being used without authorization.
    3. We reserve the right to suspend or terminate your account at our sole discretion should you fail to meet the requirements set forth above.
    4. Content
      1. When you use the Site and Services, you gain access to information and materials created by you and others (collectively, "Content"). Therefore:
        1. You agree not to revise Content created by others, and not to create, post or use any Content in any manner which may (i)infringe the copyright, trademark, trade secret, or other intellectual property or other proprietary right of others; (ii) violate the privacy, publicity, confidentially or other rights of third parties; (iii) be discriminatory, defamatory, obscene, threatening, abusive, or hateful, as determined by us in our sole discretion; or(iv) be false or inaccurate. We may terminate accounts or remove Content from the Site if we determine or suspect that those accounts or Content violate these Terms of Use;
        2. You agree that information and opinions in Content created by third parties represent solely the thought of the author and are neither endorsed by us or reflect our beliefs. You acknowledge that you may be exposed to certain Content, which may violate our policies or otherwise be offensive to you. You agree that you use the Site and Services at your own risk. We take no responsibility for your exposure to Content on the Site whether it violates our content policies or not.
        3. You are required to update any Content that you share on the Site. If you are an employer, you are required to promptly report of any position posted by you being no longer available. Failure to do so shall constitute a material breach of these Terms of Use and may result in termination of your account.
        4. If you provide referrals to open positions, please note that we may use Content to rank you as you and your recommendations.
    5. You may join the Site directly or by logging using your account with social networking sites such as Facebook, Twitter and LinkedIn (collectively, "SNS"). If you elect to use such SNS accounts, you will be required to enable such accounts to allow us to obtain your required Personal Information from such accounts as well as share information on your SNS account as permitted by you.
  3. Open Positions and Referrals
    1. Open positions ("Open Positions") may be posted and viewed on the Site. If you are not the employer who posted an Open Position, you may refer a candidate ("Candidate") for such Open Position by providing us information regarding such Candidate, such as a name, email address, SNS profile link, or resume. ("Referral").
    2. If you were named as Candidate for an Open Position by way of Referral, you may visit the Site, register to create an account, and apply for such Open Position.
  4. Fees
    1. If You are an Employer:
      You may associate a referral reward with each Open Position when opened ("Referral Reward"), and agree to pay us within ninety (90) calendar days of engaging a new Candidate referred by way of Referral (“Platform Fee”) (even if such Candidate was accepted for a position which is different than the one originally posted by you, and regardless of the form of engagement), the entire amount set out in the Schedule of Fees and Incentives document. If such engaged Candidate will not continue to be engaged by you following 90 (ninety) calendar days form the date of engagement (being the earlier of (i) that date on which you have commenced engaging such Candidate, or (ii) the date on which you have entered into an agreement with such Candidate) (the "Date of Engagement"), then you will not be under obligation to pay us the Referral Reward or the Platform Fee.
    2. If You are not an Employer:
      1. If (i)a Referral reward was set, and (ii)you are the first to name a Candidate for an Open Position by way of Referral (either directly, or through a referrer first named by you), and(iii) such Candidate was not earlier known to the applicable employer, (iv)such Candidate was actually engaged by the applicable employer and continued to be so engaged on the 90th (ninetieth) day following the Date of Engagement (the "Date of Entitlement"), and (v)we were paid the Platform Fee (if such amounts are payable) --- then you will be entitled to the applicable Referral Reward, subject to limitations set forth in the Open Position terms and these Terms of Use. You may not name yourself as a Candidate. PLEASE NOTE, HOWEVER, THAT RESPONSIBILITY FOR PAYMENT OF THE REFERRAL REWARD LIES SOLELY WITH THE APPLICABLE EMPLOYER, AND WE HAVE NO RESPONSIBILITY WITH RESPECT THEREFOR. PLEASE NOTE ALSO THAT THE EMPLOYER MAY CLOSE THE POSITION AT ANY TIME, AT ITS SOLE DISCRETION.
      2. Referral Reward, if payable to you will be of the sole responsibility of your employer and falls under their internal referral agreement and terms. IT IS YOUR EXCLUSIVE RESPONSIBILITY TO PROVIDE ACCURATE, COMPLETE AND UP-TO-DATE INFORMATION AT ALL TIMES. WE SHALL HAVE NO RESPONSIBILITY FOR ANY ERRORS MADE WITH RESPECT WHEREOF. ROLEPOINT DO NOT TAKE ANY RESPONSIBILITY FOR REFERRAL REWARDS OR BONUSES WHICH HAVE BEEN PUBLIZIED WITH ANY OPEN POSITION.
    3. Tax Issues
      1. If you are entitled to Referral Fee, you agree to be responsible at all times to report such income and pay all taxes to which you are subject under any applicable law or regulation. Notwithstanding, please note we reserve the right to withhold at source any amount for any Referral Fee you may be entitled to, at our sole discretion.
      2. If you are entitled to a Referral Reward, you may be required to provide certain financial information and personal information, including but not limited to your email, mailing address. IT IS YOUR EXCLUSIVE RESPONSIBILITY TO PROVIDE ACCURATE, COMPLETE AND UP-TO-DATE INFORMATION AT ALL TIMES. WE SHALL HAVE NO RESPONSIBILITY FOR ANY ERRORS MADE WITH RESPECT WHEREOF. If you do not provide such information within 6 months of the Date of Entitlement, you forfeit your Referral Reward. The amount of your Referral Reward, if any, will vary depending on a variety of factors, including but not limited to the number of people referred a Candidate for the applicable open position
  5. General Rules of Conduct
    1. You hereby agree and undertake not to (i) conduct or promote any illegal activities while using the Site or Services; (ii)hold yourself out as sponsored by, endorsed by, or affiliated with the Site or Services; (iii)upload, post, email, transmit or otherwise make available information that is unlawful, infringes on another's intellectual property and other rights, or is harmful to minors in any way; (iv) use any portion of the Site, Services for uploading, posting, emailing, transmitting or otherwise making available messages that are harmful, threatening, abusive, vulgar, obscene, defamatory, libelous, hateful, or racially, ethnically or otherwise objectionable; (v)attempt to interfere with any other person's use of the Services (vi) attempt to modify, translate, adapt, edit, decompile, disassemble, reverse engineer, lease, rent, distribute, or otherwise transfer any of the rights that you receive hereunder and any software programs used by us in connection with the Site or Services; (vii) attempt to gain access to secured portions of the Site to which you have no permission to enter, including database, computer systems or servers; (viii)upload or transmit any form of virus, worm, trojan horse, or other malicious code; (ix)use any portion of the Site or Services for uploading, posting, emailing, transmitting or otherwise making available junk mail, commercial advertisements, or any other form of commercial solicitation; (x)use any automatic or manual process to search or harvest information from the Site or Services, to interfere in any way with the proper functioning of the Site and Services, or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Site and Services; or (xi)misrepresent your identity or impersonate any person.
  6. Non-Confidentiality and Security
    1. You acknowledge and agree that information that you submit to us shall be publicly disclosed and is not subject to any confidentiality obligation. Please refer to our Privacy Policy for further information.
  7. No Warranty
    1. If you are an employer, you acknowledge and agree that we do not, and do not intend to, replace or substitute your human resources department in any way, and are not responsible to provide any service other than the Services (including, without limitation, any guaranty to the quality, personal integrity or suitability for an Open Position or any position of any Candidate). You agree to obtain appropriate professional advice and to conduct all enquiries as you deem required and at your own expense;
    2. The Site and Services are provided "as is", without warranty of any kind, either express or implied. Without limiting the foregoing, we explicitly disclaim all warranties, express or implied, regarding the Site and Services, including any implied warranty of quality, availability, merchantability, fitness for a particular purpose or non-infringement, and any warranties arising out of course of dealing or usage of any trade, including without limitation to the Site being free from defect or any virus, worm, trojan horse or any other malicious code. YOU HEREBY RELEASE US FROM ANY DAMAGES, CLAIMS OR OTHER CAUSE OF ACTION RELATED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SITE AND SERVICES. WE MAKE NO WARRANTY THAT THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF THE SERVICES AND THE SITE, OR TO THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THEREBY. THE ABOVE SHALL ALSO APPLY TO ANY INFORMATION YOU MAY RECEIVE FROM US OR THROUGH US AT ANY TIME.
    3. Without derogating from the above, you hereby acknowledge and agree that in provision of the Services and operation of the Site, we may rely from time to time on services provided by third parties, including, but not limited to, data network providers, hosting services providers, clearing services providers etc. Any transaction may be temporarily refused, limited, interrupted, or curtailed due to government regulations or orders, network modifications, repairs, and upgrades or banking, financial institution or other similar bodies. WE ARE NOT, AND SHALL NOT BE, OBLIGED TO PROVIDE THE SERVICES WHERE SUCH FACTORS PREVENT IT. YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY LOSSES, DAMAGES, OR BUSINESS INTERRUPTIONS SUSTAINED AS A RESULT OF INTERRUPTIONS CAUSED BY DATA NETWORK PROVIDERS OR ANY OTHER THIRD-PARTY PROVIDER.
    4. You are solely and exclusively responsible for all your communications and interactions with us or with any person or entity with whom you may communicate, interact or engage as a result of your use of the Site or Services. You agree and confirm that we do not, and do not intend to, make any inquiries of any person or entity or verify the information any person or entity submits or provides using the Site and Services. You agree to take precautions in all communications and interactions with any person or entity whether made on-line or off-line.
  8. Limitation of Liability
    1. SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, WHETHER DIRECT, INDIRECT OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, AND INCLUDING FURTHER, DAMAGES WHICH MAY ARISE IN CONNECTION WITH THE SITE, SERVICES OR THESE TERMS OF USE, INCLUDING, FOR EXAMPLE, DAMAGES RESULTING FROM LOSS OF PROFITS, DATA, EMPLOYMENT OPPORTUNITIES, FROM BUSINESS INTERRUPTIONS, OR FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SERVICES OR THE SITE. WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY TRANSACTION OR ENGAGEMENT BETWEEN YOU AND ANY THIRD PARTY OR FOR ANY INFORMATION PROVIDED BY YOU OR ANY THIRD PARTY. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY CANDIDATE. WE SPECIFICALLY DISCLAIM ANY LIABILITY FOR PAYMENT OF FEES, IF NOT MADE BY THE APPLICABLE PAYER.
    2. You hereby expressly agree that we shall have the right, at any time and at our sole discretion, to take any action to monitor any interaction or engagement resulting from the use of the Site or Services by you and any third party. To the full extent permitted by law, you hereby release us from any claims or liability relating in any way thereto.
    3. THE PROVISIONS OF THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WE ARE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    4. YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THESE TERMS OF USE IS TO DISCONTINUE USING THE SITE AND SERVICES. IN THE EVENT THAT A COURT HAVING JURISDICTION SHALL DETERMINE THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING IN CONNECTION WITH THESE TERMS OF USE WILL NOT EXCEED ONE HUNDRED DOLLARS (U.S. $100.00).
  9. Intellectual Property
    1. You acknowledge and agree that we and our licensors (as applicable) retain sole, full and exclusive ownership of all intellectual property rights of any kind related to the Site and Services, including copyrights, trademarks and other proprietary rights ("Intellectual Property Rights"). No license is granted hereunder to any Intellectual Property Rights. "RolePoint" and "RolePoint.com" are our trademarks. Other names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you hereunder.
    2. 8.2. You hereby represent and warrant that you alone retain full and absolute title to all intellectual property rights in any copyrighted materials (including trademarks) that are contained in Content that you provide. You hereby grant us a perpetual, non-exclusive, royalty-free, fully paid, worldwide, irrevocable sub-licensable license, to use all such materials for the provision of the Services and in connection thereto.
    3. If you believe that your work has been used in a way that constitutes copyright infringement by users of the Site or Services (in their capacity as such), please provide us all information pertaining thereto as soon as possible. We reserve the right, but no the obligation, to ask you for any further information as we deem appropriate.
    4. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by email to support@rolepoint.com or using our online form. You acknowledge and agree that all Feedback will be solely and exclusively our property and you hereby irrevocably assign to us all right, title, and interest that you may have in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein.
  10. General Terms
    1. (i) These Terms of Use do not create any partnership, employment, agency or other relationship not herein specifically and explicitly agreed. (ii)There are no third-party beneficiaries of these Terms of Use. (iii)You may not assign your right under these Terms of Use, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be null and void. (iv) Should any part of these Terms of Use be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. (v)Failure by us to enforce any provision of these Terms of Use will not be considered a waiver of the right to enforce such provision. (vi)Our rights hereunder will survive any termination of these Terms of Use. (vii) These Terms of Use will be governed by the laws of California. You agree that the courts located in California will have exclusive jurisdiction over any dispute between you and us. However, you agree that we may seek equitable relief in any jurisdiction when appropriate. (viii)Unless a specific agreement is signed by you and us, these Terms of Use constitute the entire and only agreement between you and us, and supersede all prior or contemporaneous agreements, representations, warranties and understandings that relate to the subject matter hereof. In any case that you and we sign a specific agreement, its provisions shall supersede the provisions of these Terms of Use.