- TalentMatch is free for employers
- Employers must notify TalentMatch if their Job Offer is accepted by a candidate
- Registration is free for candidates
- Candidates must notify TalentMatch if they accept a Job Offer
- There is no charge for access to the platform or for taking the assessment
1. Welcome, Intended Users
Welcome to the Terms of Service for TalentMatch. This is an agreement (“Agreement”) between Hash Map Labs, Inc. (“TalentMatch”), a Delaware corporation, the owner and operator of talentmatch.ai (the “Site”) and the TalentMatch hiring platform service (the Site and recruiting service collectively the “Service”), and you.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS SITE IN ANYWAY, INCLUDING USING THE SERVICE, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE SITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TALENTMATCH; (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE EMPLOYER, AND TO BIND THAT COMPANY TO THE AGREEMENT; AND YOU HAVE DISCLOSED TO TALENTMATCH IN WRITING, IN ADVANCE OR IMMEDIATELY FOLLOWING YOUR ENGAGEMENT WITH SUCH PARTIES, THE NAME OF EACH AND EVERY COMPANY, AGENCY OR INDIVIDUAL WITH WHOM YOU ARE ASSOCIATING, EITHER AS AN EMPLOYEE, CONTRACTOR, CONSULTANT OR OTHERWISE, FOR THE PURPOSES OF RECRUITING PROSPECTIVE EMPLOYEES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICE. THE SITE AND SERVICE ARE INTENDED FOR ADULTS ONLY. THE SITE AND SERVICE ARE NOT INTENDED FOR ANY CHILDREN UNDER THE AGE OF 13.
Throughout this document, the words “TalentMatch,” “us,” “we,” and “our,” refer to our company, TalentMatch, Inc., our Site or our Service, as is appropriate in the context of the use of the words. The term “Prospective Employee” will refer to users of our Service who are seeking employment and/or contractor opportunities through TalentMatch. The term “Employer” will refer to a company or individual, as applicable that is interested in hiring Prospective Employees through the use of our Service. The term “You” refers to the individual, company or legal entity, as applicable, identified as the user when you register on the Site, either as or on behalf of a Prospective Employee or Employer.
Throughout this document “batch(es)” will refer to the periodic batch process offered through the Service that Prospective Employees will use to find new career opportunities. It is important to understand that these batches are non-binding and do not create any contractual obligations between either Prospective Employees or Employers. Batches merely allow Prospective Employees to meet Employers who may be interested in hiring them.
You agree to keep all information gained from using our Site confidential; you agree that (1) you will use any content submitted by Prospective Employees in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Prospective Employees listed for any batch, outside of your recruiting or hiring department; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any job offers which you become aware of through our Site or Service.
Our Service may allow you to upload photos, resumes, projects and other information and may allow you to message or communicate in other ways with other users through our Service. Any information that you post, transmit or submit through our Site or Service will be referred to as “Content” throughout this Agreement.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY TALENTMATCH IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the Site. We will also update the “Last Revised” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site (“Registered Users”) upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. TalentMatch may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
2. TalentMatch Description Of Service
For Prospective Employees
TalentMatch is an online service that connects Prospective Employees with Employers through a non-binding batch interview request process for a Prospective Employee’s services. Prospective Employees have an opportunity to find a position with an Employer with transparency as to role and compensation in each interview request. Prospective Employees’ use of TalentMatch is free, and the batch process is non-binding and does not create any contractual obligations between the Employer and the Prospective Employee. The batch only acts as a tool for Prospective Employees to explore opportunities without obligation.
As an Employer, you have the opportunity to find qualified talent and eliminate the costs involved with hiring and retaining such talent. You may submit interview requests (“Requests”) for Prospective Employees on our Service that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding employment contract. YOU UNDERSTAND THAT TALENTMATCH DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE MAKING AN OFFER OF EMPLOYMENT TO A PROSPECTIVE EMPLOYEE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED EMPLOYMENT OF ANY PROSPECTIVE EMPLOYEE.
In registering for an account on the Site, you agree to (1) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form (“Registration Data”), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any Content that is untrue, inaccurate, not current, or incomplete, or TalentMatch has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, TalentMatch has the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by TalentMatch, or if you have been previously banned from the Site or Service.
In order to use TalentMatch as a Prospective Employee you must register and create a profile. The use of the Site and the Service is free for Prospective Employees. When registering with TalentMatch, we may require you to provide us information such as your name, e-mail address, employment history, work experience, educational background and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third party service such as Github, LinkedIn or Twitter to register. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.
In order to use TalentMatch as an Employer you must also register. Registration is free. When registering we may ask you for additional information related to your company and the types of Prospective Employees you are looking for. We may also allow you to use a third party service such as Google to register. We will review the information that you provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests to, Prospective Employees that have posted their profiles on TalentMatch. If you use our site on the free plan we reserve the right to utilize your company logo or any photos you share in our marketing efforts.
4. Your Responsibilities
You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by TalentMatch. Remember when using TalentMatch we ask you to act reasonably and responsibly with others. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner. When using our Site and Service:
you will not copy, distribute or disclose any part of the Site or the Service in any medium, including without limitation by any automated or non-automated “scraping”;
You will not use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site or the Service in a manner that sends more request messages to TalentMatch servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that TalentMatch grants the operators of public search engines revocable permission to use spiders to copy materials from the publicly available searchable indices of the materials, not caches or archives of such materials);
You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site or Service;
You will not take any action that we determine, in our sole discretion, imposes or may impose, an unreasonable or disproportionately large load on our infrastructure;
You will not upload invalid data, viruses, worms or other software agents through the Site and/or Service;
You will not access the Site or Service through any technology or means other than those provided or authorized by the Service (and access to the Site or Service through virtual private network or proxy is expressly forbidden);
You will not sell, transfer or assign the Service, or your right to use the Service, to any third party, or offer the Service, or any content obtained from the Site or Service, on a time-sharing or other commercial basis;
You agree to act within the bounds of common decency when using our Site;
You agree not to stalk, harass, bully or harm another individual;
You agree not to impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;
You agree not to violate any requirements, procedures, policies or regulations of networks connected to TalentMatch;
You agree not to interfere with or disrupt the Site or Service;
You agree not to hack, spam or phish us or other users;
You agree to provide truthful and accurate Content;
You agree to not violate any law or regulation, and you are responsible for such violations;
You will not use our Site to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory or fraudulent Content;
You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Site, including the de-indexing or de-caching of any portion of our Site from a thirty party’s website, such as by requesting its removal from a search engine;
You will not upload any Content to our Site that includes any third party intellectual property unless you have permission from the owner to use it in the specific manner that you used it;
TalentMatch may terminate your account for violating one or more of your responsibilities, for violating applicable federal or state law, any other provision in this Agreement, or for any other lawful purpose or at our discretion, with or without notice.
5. Batch And Request Process
Prospective Employee’s Role
After a Prospective Employee has registered and created a profile on TalentMatch, he or she will be able to create a listing for a batch using software made available by us through the Service. Prospective Employees are solely responsible for running their own batches. Employers will then have the opportunity to engage with Prospective Employees for their services through the Request process. By creating a listing and using the batch process, the Prospective Employee can see which Employers may be interested in hiring him or her. At the conclusion of the Request process the Prospective Employee may, but is not required to, contact any Employer that made a Request to him or her. All requests by Employers through our Site and Service are non-binding. The Prospective Employee agrees not to attempt to circumvent our Site and Service by independently attempting to communicate with an Employer that contacted or communicated with him or her on our Site or Service.
After an Employer’s registration has been accepted by us, the Employer will be able to browse the Prospective Employees on our Site, communicate anonymously with these Prospective Employees, and submit preliminary non-binding Requests in response to batches conducted by Prospective Employees.
Once an Employer has discovered a Prospective Employee on our Site or Service, the Employer agrees to communicate exclusively with the Prospective Employee through our Site and Service for the duration of the pre-batch, batch and Request process. The Employer and the Prospective Employee may use other means of communication during the hiring process. The Employer agrees not to attempt to circumvent our Site and Service by independently attempting to communicate and hire the Prospective Employee through alternative means after discovering the Prospective Employee on our Site or Service.
TalentMatch does not act as an agent for the purposes of the Request process. TalentMatch merely provides Prospective Employees a location and the software tools to enable them to find and connect with Employers. Prospective Employees and Employers are solely responsible for any issues arising from the use of the TalentMatch batch software or their use of Service.
Any agreements created between an Employer and a Prospective Employee are not binding on us. We are not liable for, or obligated to enforce, any agreements between an Employer and a Prospective Employee. You will not consider TalentMatch, nor will TalentMatch be construed as, a party to such transactions, whether or not TalentMatch receives some form of remuneration in connection with the transaction, and TalentMatch will not be liable for any costs or damages arising out of or related to such transaction.
No contractual obligations are created for either the Prospective Employee or the Employer through the use of the Service. The Prospective Employee is not obligated to accept the highest Request or any Request at all. Additionally, Requests submitted by an Employer to a Prospective Employee through the Request process are not binding on the Employer. At the end of the Request process the Prospective Employee may choose which Employer, if any, he or she wishes to contact.
7. Limitations On Liability
Through TalentMatch’s Site and Service users of TalentMatch may be able to post content about third parties. TalentMatch is not liable to third parties for any content that has been posted or viewed on TalentMatch’s Site or Service. For your convenience, the following are some important details of this Agreement that affect your rights and remedies:
Our Site includes areas where Prospective Employees or Employers may post content about an individual or company. We are not responsible for the posting of this content;
We are not liable for any contracts, contractual obligations or any other obligations that may arise by statute or operation of law, resulting from any employment or commercial relationship, whether attempted or formalized, between Prospective Employees and Employers;
We are not required to or under any obligation to review, screen, edit, monitor, or remove any content posted on our Site, although we reserve the absolute right to remove, screen, or edit any content at any time and for any reason without any notice to you or any party affected;
We take no responsibility and assume no liability for any user content that is posted, stored, uploaded, or transmitted via the Site or the Service, or for any loss or damages that may occur because of such user content including, but not limited to defamation, slander, libel, falsehoods, obscenity, or profanity;
We take no responsibility and assume no liability for any claim, action, petition, demand for arbitration or lawsuit alleging injury or damage resulting from any use of the Site or Service, whether arising in tort or contract, law or equity;
You agree not to hold any other user of TalentMatch liable for any negative or critical comments, except that you are not obligated to release any other user who submits content that violates any terms of this Agreement or other policies stated anywhere on our Site;
TalentMatch is not liable under any circumstances to any user for any user content submitted, posted or transmitted by any other user, even if that content violates this Agreement or other policies stated anywhere on our Site, and TalentMatch takes no action to remove that content or terminate that user’s account;
Your ability to use or interact with this Site is a privilege, not a right, and we reserve the right to take any action that we deem proper, without notice, to prevent any violation, enforce any provision, or rectify any alleged violations, of this Agreement or any applicable law at our sole discretion.
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL TalentMatch BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT TalentMatch HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY, RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
8. Intellectual Property Rights
The design of the Service along with TalentMatch created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to TalentMatch, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. TalentMatch reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any content contained within the Site or through the Service unless we have given you express written permission to do so.
9. Licensing To TalentMatch
You hereby grant to TalentMatch and its owners, affiliates, representatives, licensees, licensors and assigns (the “TalentMatch Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section 9. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and we may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from TalentMatch at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to the Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to content from a variety of sources, and that TalentMatch is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of TalentMatch. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the TalentMatch Parties with respect thereto, and agree to indemnify and hold the TalentMatch Parties harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
10. Disclaimer Of Warranties
THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS, FOR YOUR INFORMATION ONLY. TalentMatch PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT, OUR SITE OR OUR SERVICE, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SITE AND/OR SERVICE, or NEGLIGENCE OR ANY OTHER TORT.
THE TALENTMATCH PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE.
THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF 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.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.
You agree to defend, indemnify and hold harmless the TalentMatch Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
your use of and access to the Site and/or Service;
your violation of any term of this Agreement;
your violation of any third party right, including without limitation any copyright, logo, trademark, service mark, trade name, property, or privacy right;
any amounts awarded against or required to be paid by the TalentMatch Parties resulting from a finding by a court or tribunal of competent jurisdiction that the TalentMatch Parties are employers or related employers of any Prospective Employee or contractor employed or retained by Employer; or
any claim that any of the Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Site and/or Service.
You also agree that you have a duty to defend us against such claims. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, settlements and disbursements.
12. Communications Decency Act
We respect the First Amendment and allow our users to create content which is user-generated. However, this is an online community so please be respectful and reasonable while communicating with others. Since third parties independently upload their content to our Site and our Service, we are not liable for any defamatory content posted on our Site and/or Service if published by a third party. Although we may choose to edit or delete any clearly defamatory content, we are not required to, and we reserve all defenses for such speech made available to us by Section 230 of the Communications Decency Act, applicable statutes, the common law, and the First Amendment to the Constitution of the United States of America.
If you are considering attempting to circumvent these defenses by filing suit against us in another country for content that a third party has posted to our Site, we recommend that you review the Securing the Protection of our Enduring and Established Constitutional Heritage (SPEECH) Act as passed by the United States Congress, which makes foreign libel judgments unenforceable in U.S. courts, unless those judgments comply with the First Amendment to the Constitution of the United States of America.
13. Dmca Notices
We take copyright infringement very seriously, and we have registered a Registered Copyright Agent with the United States Copyright Office, which limits our liability under the Digital Millennium Copyright Act. It is our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to TalentMatch by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site and/or Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim is infringing and a description of the location on the Site and/or Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for the Company’s Copyright Agent for notice of claims of copyright infringement is as follows: Chris Hollister, 160 Spear Street, 14th Floor, San Francisco ; e-mail: firstname.lastname@example.org; telephone: (415) 745-9709.
14. Choice Of Law
This Agreement shall be governed by and interpreted in accordance with the laws of the state of California, without giving effect to any principles that provide for the application of the law of another jurisdiction.
15. Dispute Resolution
Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement where the total amount of the award sought is less than Five Thousand U.S. Dollars (US $5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with the Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: (1) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (2) all arbitration proceedings shall be held in English; (3) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed to by the parties; and (4) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from California law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Site or the Service.
Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. 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 Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”).
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and TalentMatch must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR TalentMatch MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (3) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, TalentMatch will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (4) TalentMatch also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (5) the arbitrator shall honor claims of privilege and privacy recognized at law; (6) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for the purposes of enforcement of the arbitration award; (7) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (8) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by applicable law.
The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 7 of this Agreement. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
Notwithstanding the foregoing, either you or TalentMatch may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in San Francisco County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Francisco County, California, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within San Francisco County, California for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of the provision above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the provision prohibiting arbitration on a class or collective basis is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor the Company shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in San Francisco County, California. By using the Site or the Service in any manner, you agree to the above arbitration provision.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
16. Force Majeure
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
17. Severability; Headings
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, TalentMatch shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law will not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
We may suspend the Service or your account or any other provision of services to you, and we may terminate this Agreement, at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate this Agreement, you may do so by notifying TalentMatch at any time and closing your account for the Service. Your notice should be sent in writing, in accordance with Section 21 below. Termination of the Agreement may result in the immediate deletion of any or all of the Content. TalentMatch will not have any liability whatsoever to you for any suspension or termination, including for deletion of the Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
Where TalentMatch requires that you provide an e-mail address, you are responsible for providing TalentMatch with your most current e-mail address. In the event that the last e-mail address you provided to TalentMatch is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, TalentMatch’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to TalentMatch at the following address: TalentMatch, Inc., 160 Spear Street, 14th Floor, San Francisco, CA 94105, ATTN: Legal. Such notice shall be deemed given when received by TalentMatch by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
22. Entire Agreement
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
23. Electronic Communications
The communications between you and TalentMatch use electronic means, whether you visit the Site or the Service or send TalentMatch e-mails, or whether TalentMatch posts notices on the Site or Service or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from TalentMatch in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that TalentMatch provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
24. California Users And Residents
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about TalentMatch must be addressed to our agent for notice and sent via certified mail to: Agent of TalentMatch, 160 Spear Street, 14th Floor, San Francisco .
Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.