TERMS AND CONDITIONS OF USE
Last revised June 30, 2017
The website located at www.hr-catalyst.com (the “Site”) is a copyrighted work belonging to HRCatalyst, Inc. (“Company”, “us”, “our”, and “we”).
These Terms and Conditions of Use (“Agreement”) sets forth the legally binding terms for your use of the Site. By accessing or using the Site, you are accepting this Agreement (on behalf of yourself or the entity that you represent) and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement (on behalf of yourself or the entity that you represent). You may not access or use the Site or accept the Agreement if you are not at least 18 years old. If you do not agree with all of the provisions of this Agreement, do not access and/or use the Site.
Subject to the terms of this Agreement, Company grants you a limited, non-transferable, non-assignable, non-exclusive, revocable, license to use the Site for your personal, noncommercial use.
1.2 Certain Restrictions.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website; and (d) no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site content must be retained on all copies thereof.
Company reserves the right, at any time, to modify, suspend, or discontinue the Site or any part thereof with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or any part thereof.
You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site are owned by Company or Company’s licensors. The provision of the Site does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Company and its suppliers reserve all rights not granted in this Agreement.
2. Acceptable Use Policy.
When using the Site, you agree to the “Acceptable Use Policy” below. Specifically, you agree to:
• Comply with all the terms set forth herein and all applicable laws, including, without limitation, privacy laws, intellectual property laws, tax laws, and regulatory requirements; and
Additionally, you agree not to:
• Upload, post, transmit or otherwise make available or initiate any content that contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Company or any user of the Site.
• Duplicate, license, sublicense, publish, broadcast, transmit, distribute, display, sell, rebrand, or otherwise transfer information found on the Site.
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Site, or any part thereof.
• Utilize or copy information, content or any data you view on or obtain from the Company to provide any service that is competitive, in Company’s sole discretion, with Company.
• Remove any copyright, trademark or other proprietary rights notices contained in or on any Company website, including those of the Company and any of its licensors.
• Infringe or use Company’s brand, logos or trademarks except as expressly permitted by Company.
• Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;
• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site.
• Attempt to or actually override any security component included in the Site.
• Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Company’s information technology infrastructure.
You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of this Agreement; or (c) your violation of applicable laws or regulations. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
4. Third Party Sites & Ads
The Site might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third-Party Sites & Ads are not under the control of Company and Company is not responsible for any Third-Party Sites & Ads. Company provides these Third-Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third-Party Sites & Ads at your own risk. When you link to a Third-Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Sites & Ads. You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, Third Party Sites & Ads.
THE SITE IS ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SITE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
6. Limitation on Liability
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.
7. Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Site. We may (a) suspend your rights to use the Site or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site in violation of this Agreement. Upon termination of this Agreement, your right to access and use the Site will terminate immediately.
This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Any changes to this Agreement will be effective upon thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
8.2 Dispute Resolution.
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
(a) Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and the company and our employees, agents, successors, or assigns, regarding or relating to the Site or this Agreement, shall exclusively be settled through binding arbitration in Atlanta, Georgia. Notwithstanding the foregoing, either you or we may bring an individual action in small claims court.
(b) Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA's final rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
Any and all controversies, disputes, demands, counts, claims, or causes of action between you and the Company and our employees, agents, successors, or assigns, regarding or relating to these the Site or this Agreement, shall exclusively be governed by the internal laws of the State of Georgia, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act.
8.3 Entire Agreement; Headings; No Assignment by You
This Agreement constitutes the entire agreement between you and us regarding the use of the Site and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of a customer to the Company and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
8.4 Copyright/Trademark Information
Copyright © 2017, HRCatalyst, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party that may own the Marks.