RolePoint Inc - Terms of Use

Effective starting: May 25th, 2018

  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 RolePoint Inc. (“we” "us" or “RolePoint”) 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 clicking “I Accept” or 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. It is your responsibility to regularly check if there have been changes to these Terms of Use and to review said changes.
    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. Except for certain types of disputes described in the “arbitration” section below, you agree that disputes between you and rolepoint will be resolved by binding, individual arbitration and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
    4. 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 our sole discretion. you agree that your continued use of the site and services following such modifications constitutes your acceptance of such modifications. therefore, you must revisit these terms of use regularly to be updated of any modification made.
    5. 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
    6. 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 and for all activity that occurs under your account.
    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. You are able to terminate your Service registration and account and upon any termination, all rights and obligations of the parties shall cease and you shall immediately cease using the Service, except that all obligations that accrued prior to the effective date of termination (including without limitation, all obligations to pay applicable fees) and all remedies for breach of the Terms of Use shall survive. Personal data stored by RolePoint will be deleted after the legal basis for processing that data has passed and according to local law. To exercise these rights, you can request a copy of this data or its deletion by contacting support@rolepoint.com.
  3. 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 or Service, at any time and without prior notice, if we determine or suspect that those accounts or Content violate these Terms of Use or applicable law;
      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. You agree to defend and indemnify us against any third party claim that your Content infringes on the intellectual property rights of such third party.
    2. 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. You are solely responsible for any Content you submit to the Site or Services. We are under no obligation to edit or control your Content. If you submit any Content, you grant RolePoint an irrevocable, perpetual, royalty-free worldwide license to (a) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your Content, in connection with the Services or in any other media, and (b) sublicense these rights, to the maximum extent permitted by applicable law. If you remove any Content, then the foregoing license shall automatically expire, except that we shall retain such license to the extent that we have incorporated such Content onto its content sites or in our advertising or promotional materials, and shall have the right to retain archived copies of such Content. By submitting any Content, you represent and warrant that you own or otherwise control all rights to such Content and that public disclosure and use of the Content by RolePoint (including without limitation, publishing content in the Service) will not infringe or violate the rights of any third party.
    3. If you provide referrals to open positions, please note that we may use Content to rank you as you and your recommendations.
    4. 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. You warrant and represent that you have and at all relevant times will have the right to grant such access to the applicable SNS. You agree to comply with the applicable SNS’s terms of use and conduct rules.
  4. 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.
  5. 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, as updated from time to time. If such engaged Candidate will not continue to be engaged by you following 90 (ninety) calendar days from 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: 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.
    3. 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 publicized with any open position.
  6. 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.
  7. 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; (xi) misrepresent your identity or impersonate any person, (xii) use the Site or Services to build a competitive product or service or make a product or service with similar features, functions, text, or graphics, (xiii) make derivative works based on the Service or Site or any content therein or copy any features or functions, text, or graphics of the Services, Site, or content, or “frame” or “mirror” the Service, (xiv) remove or modify any copyright or other intellectual property notices that appear in the Services, (xv) attempt to probe, scan or test the vulnerability of any RolePoint system or network or breach any security or authentication measures; (xvi) void, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by RolePoint or any of RolePoint’s providers or any other third party (including another user) to protect the Services; (xvii) use the Services or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms of Use; (xviii) distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services, (xix) use this Site or its contents for any commercial purpose except as expressly permitted herein; (xx) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (xxi) use automated scripts to collect information from or otherwise interact with the Services; (xxii) register for more than one account, register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity; or (xxiii) intimidate, bully, shame, or harass other users.
  8. 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.
  9. 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 guarantee 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. Users that access the Service from other locations do so at their own initiative and are responsible for compliance with local laws.
    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.
    5. We make no representation or warranty regarding any of the results that you may obtain from use of the Site or Services. We may discontinue or make changes in the information, products or Services herein at any time without prior notice to you and without any liability to you.
  10. 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).
  11. Indemnification
    1. You agree to defend and hold RolePoint, its affiliates, and their respective directors, officers, employees, and agents harmless from any and all claims and demands (including reasonable attorney’s fees) made by any third party due to or arising out of your breach of these Terms of Use, your use of the Services, your combination of the Services with any Third Party applications, software, or content, whether or not offered by RolePoint, your violation of any law or the rights of a third party, or any Content submitted through your user account on the Services or that you otherwise make available through the Services.
  12. Release
    1. You release RolePoint, its affiliates, and their respective directors, officers, employees and agents from all liability related to any and all claims and demands you may assert against any third party arising out of the Services. If you are a California resident, you waive California Civil Code Section 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
  13. 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. 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 not 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.
  14. General Terms
    1. Changes; Discontinuance. We reserve the right to change these Terms of Use at any time in our sole discretion. Any changes will be effective immediately upon posting the revised version of these Terms of Use to RolePoint’s properties. Your continued use of the Services after the effectiveness of such changes will constitute acceptance of and agreement to any such changes. You further waive any right you may have to receive specific notice of such changes to these Terms of Use. We may alter, suspend or discontinue the Services at any time to you and/or to others, without notice.
    2. Third Party Sites. The Services include links to third-party products, services and websites (“Third Party Sites”). We do not endorse, and take no responsibility for such Third Party Sites. Your dealings with any third party arising in connection with the Services are solely between you and such third party, and RolePoint takes no responsibility for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.
    3. Relationship Between Parties: These Terms of Use do not create any partnership, employment, agency or other relationship not herein specifically and explicitly agreed.
    4. Third Party Beneficiaries: There are no third-party beneficiaries of these Terms of Use.
    5. Assignment: 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. RolePoint may assign these Terms of Use, in whole or in part, at any time, without notice to you.
    6. Severability: 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.
    7. No Waiver: 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.
    8. Survival: Our rights hereunder will survive any termination of these Terms of Use.
    9. Governing Law and Arbitration: These Terms of Use will be governed by the laws of California without regard to its conflict of law provision. 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. You further agree that any claim or cause of action arising out of or related to the Service must commence within one (1) year after the claim or cause of action arose; otherwise such cause of action is permanently barred.
    10. Initial Dispute Resolution. You agree to give RolePoint an opportunity to resolve any disputes or claims relating in any way to the Site or Services, any representations made by us, or our Privacy Policy (“Claims”) by contacting RolePoint Customer Support at support@rolepoint.com. If we are not able to resolve your Claims within sixty (60) days, you may seek relief through arbitration or in small claims court, as set forth below.
    11. Agreement to Arbitrate. You and RolePoint agree that any dispute, claim or controversy arising out of or relating to these Terms of Use or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration in accordance with the Consumer Procedures and Rules of the American Arbitration Association, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). This includes any Disputes you assert against us, our subsidiaries, suppliers or any companies offering products or services through us (which are beneficiaries of this arbitration agreement). This also includes any Disputes that arose before you accepted these Terms of Use. The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in San Francisco County, California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and RolePoint are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and RolePoint otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms of Use.
    12. Export. You agree not to export any part of the Services provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.
    13. DCMA Notice. In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, RolePoint has adopted a policy of terminating, in appropriate circumstances and at RolePoint’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement. If you believe that an account holder or subscriber is a repeat infringer, please provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer when filing your notice.
    14. Entire Agreement: 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.
    15. Contact Information. If you have any questions about these Terms of Use or the Services, please contact RolePoint at support@rolepoint.com.