TERMS OF SERVICE
Last updated: April 04, 2022
We update these Terms from time to time. If you have an active subscription to the Platform, we will let you know via a pop-up alerting you of any material changes prior to or while you are accessing your Platform account, or by email, in our discretion. If you do not have an active subscription to the Platform, Your continued use of Our other Services after we make changes is deemed to be acceptance of all changes, so please check these Terms periodically for updates.
Please read these Terms carefully. These Terms and any Order Form executed by or assented to You, electronically or otherwise (“Order Form”) collectively constitute the “Agreement”. You accept the Agreement by executing or assenting to the Order Form (when this option is made available to You), through use of Our Services, or by continuing to use Our Services after being notified of a change to these Terms.
PLEASE BE ADVISED THAT THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS AND DISCLAIMERS OF WARRANTIES AND LIABILITY. THESE TERMS ALSO ALLOW YOU TO PURSUE CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. AS A RESULT, YOU MAY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY ON AN INDIVIDUAL BASIS.
WE MAY IMMEDIATELY TERMINATE YOUR ACCESS TO THE SERVICES (IN WHOLE OR IN PART) IF YOU FAIL TO COMPLY WITH ANY PROVISION OF THESE TERMS, IF WE BELIEVE YOUR USE OF ALL OR ANY PORTION OF THE SERVICES WILL REFLECT POORLY ON US, OUR SERVICES OR OUR GOODWILL, OR IF WE OTHERWISE DEEM YOUR USE OF THE SERVICES TO BE ILLEGAL OR OTHERWISE INAPPROPRIATE, IN EACH CASE, IN OUR SOLE AND ABSOLUTE DISCRETION.
Table of Contents:
1. Relationship of these Terms to an Existing Enterprise Agreement
2. Description of Our Services; Limitations; User Responsibilities
3. Eligibility to Use Our Services
4. Permitted Use of Our Services
5. User Content
7. Fees and Payment
8. Third-Party Materials
9. Ownership and Licenses
11. Consent to Electronic Communication
12. Linking to Our Mobile Services and Social Media Features
14. Limitations on Liability; Mutual Waiver of Class Action Participation and Release
16. Governing Law; Dispute Resolution
18. Contact Information
1. RELATIONSHIP OF THESE TERMS TO AN EXISTING ENTERPRISE AGREEMENT. If You and have entered into a separate Platform Subscription Agreement (Enterprise) with Us (an “Existing Enterprise Agreement”), then these Terms only apply to you to the extent that they do not conflict with that Existing Enterprise Agreement or to the extent that these Terms cover subject matter outside the scope of that Existing Enterprise Agreement. If you have not entered into an Existing Enterprise Agreement with Us, then these Terms apply to you in their entirety.
2. DESCRIPTION OF OUR SERVICES; LIMITATIONS AND YOUR RESPONSIBILITIES.
a. Description of Our Services. We offer various Services intended to facilitate Our users in finding and coordinating relief or permanent veterinary work. Our Services include, without limitation:
i. The Platform, which connects veterinary care providers (“Seekers”) seeking to employ or engage individual veterinary care workers (“Candidates”). Seekers can post jobs on Platform, search for and narrow Candidates who have elected to have their resumes available to Seekers via the Platform, and communicate with Candidates searched for and/or who have responded to a job posting. Candidates can view Seeker profiles on the Platform and browse, search, and respond to Seekers in respect of particular job postings.
ii. An online community for users who register for our Services, including Seekers and Candidates (“Registered Users”) to communicate and share information with other Registered Users who share a common interest or bond.
b. Limitations on Our Services. Our Services are intended help our users find and coordinate relief or permanent veterinary work. However, We are not a staffing or employment agency and entrance by Seeker or Candidate into any arrangement for relief or permanent veterinary work as a direct or indirect result of their respective use of the Services is at each Seeker’s and Candidate’s sole and exclusive respective discretion and risk. Accordingly:
i. You acknowledge and agree that: (A) We make no guaranty regarding or otherwise in respect of any Seekers or Candidates, including the number of Seekers on the Platform, or the number of Candidates that may be qualified or otherwise available to Seekers via the Platform; (B) We will not be party to any agreement between You and any Seeker or Candidate (as applicable) in respect of relief or permanent work or any other matters, and any terms and conditions of any such agreement are and will be solely and exclusively between You and any such Seeker or Candidate (as applicable); (C) We do not endorse, and make no representations or warranties regarding, any Seeker or Candidate including, without limitation, with respect to certification, licenses held, experience, credibility, timeliness or quality of performance, any other qualifications, or the integrity, responsibility or actions of any Seeker or Candidate, whether in public, private or offline interactions; (D) Your engagement with a Seeker or Candidate (as applicable) is at Your sole and exclusive risk, and You can and should conduct due diligence You deem necessary or appropriate before doing so; and (E) We are not and will not be responsible or liable for any acts or omissions of a Seeker or Candidate with which You engage.
ii. Any screening of a Seeker or Candidate and its, his or her information by Us is limited and should not be taken as complete, accurate, up-to-date or conclusive of the individual’s or entity’s suitability as an employer or care provider. Without limiting the generality of the foregoing, while We may collect certain information from Seekers or Candidates such as their email address and/or their state license information, if we indicate that certain information has been verified, it means that the candidate has complied with the process that We have established for verifying such information, and We do not guarantee, nor do We represent or warrant, that the information is accurate or that it belongs to the Seeker or Candidate (as applicable) who supplied it.
iii. We do not employ any Seekers or Candidates and are not responsible for the conduct, whether online or offline, via the Platform or otherwise, of any Seekers or Candidates.
iv. You are responsible for compliance with all applicable employment and other laws in connection with any employment or other relationship that You establish, including any contractor relationship, with a Seeker or Candidate (such as applicable payroll, tax and minimum wage laws).
v. We do not provide any training, supervision, or monitoring of any Seekers or Candidates, and We cannot and do not guarantee that any or all of Your interactions with any Seekers or Candidates or others as a result of Your use of our Services will be safe and respectful.
vi. Content available on the Services is primarily user generated. We do not control or vet any User Content (as defined below), including any Seeker profiles or job postings, or any Candidate resumes, for accuracy. We do not assume and expressly disclaim any responsibility for the accuracy or reliability of any information provided by Seekers or Candidates or others on or off Our Services. We do not assume and expressly disclaim any liability that may result from the use of information provided on or as a result of Your use of Our Services.
vii. We do not control, monitor, supervise, or oversee the quality, timing, hours, pay, legality, or any other aspect of services required or requested by Seekers or delivered by Candidates, nor do We require any Seekers or Candidates to accept or work any jobs or deliver any services at all.
viii. We do not provide any medical, diagnostic, treatment or clinical service or engage in any conduct that requires a professional license. Any advice that may be posted on the Services is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. We make no representations or warranties and expressly disclaim any and all liability concerning any treatment, action by, or effect on any person (or animal) following the information offered or provided within or through the Services. If You have specific concerns or a situation arises in which you require professional or medical advice, You should consult with an appropriately trained and qualified specialist.
ix. You are solely responsible for interviewing, vetting, performing background and reference checks on, verifying information provided by, and selecting an appropriate Seeker or Candidate (as applicable) for Your work.
Please carefully review Section 14 below for important limitations on Our liability to which you are agreeing by using our Services.
c. Your Additional Responsibilities.
i. Cooperation. You will cooperate with Us in all respects, including provision of information and support as may be reasonably required for purposes of our performance under the Agreement. Without limiting the generality of the foregoing, You will ensure that You and/or Your team responds to Our requests for information, materials or cooperation reasonably required by us promptly and without undue delay.
ii. Access Credentials. You and each Authorized User (if applicable, and as defined below) may be issued a username, identification number, password, link, or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use our Services (“Access Credentials”). If You are a subscriber to the Platform, We encourage You to enable and implement the multi-factor authentication feature of the Platform. In any event, You will ensure that Your Authorized Users use strong Access Credentials (i.e., in the case of a password, one that is long, uses a mix of letters (upper and lower case), numbers and symbols, has no ties to the Authorized User’s personal information, and no dictionary words) even if our Services permits simple Access Credentials. You have and will retain sole responsibility for the security and use of all Access Credentials, including for any losses that You or any third party may suffer as a result of the authorized or unauthorized use of any Access Credentials by any third party. We reserve the right to disable any Access Credentials at any time in Our discretion for any or no reason, including (without limitation) if, in Our opinion, You or any of Your Authorized Users (if applicable) has violated any provision of the Agreement.
iii. Your Systems. You are responsiblefor: (A) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use our Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Your Systems”); (ii) maintaining the security of all of Your Systems; and (iii) all uses of Your account(s) or Your Systems. You acknowledge and agree that failure to obtain and maintain Your Systems and otherwise meet any applicable technical requirements of or relating to our Services may cause the Services to (in whole or in part) be unavailable, or function ineffectively or inappropriately. We will in no event be responsible for any downtime, losses, failures or liabilities that arise as a result of Your failure comply with the requirements set forth in this Section. You acknowledge that use of our Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
iv. Your Materials. You will ensure (and represent, warrant and covenant) that Your Content (as defined below) and all other content or other materials provided by You or Your Authorized Users to Us pursuant to the Agreement (collectively, “Your Materials”) as well as Your activities in connection with, use of or access to our Services are accurate, complete and do not and will not violate any applicable laws, rules, regulations or orders having the force of law (collectively, “Laws”) or infringe on a third party’s intellectual property or other rights. Without limiting the generality of the foregoing, if Your Materials include any personal information of individuals, You will ensure that Your collection and submission to the Services of the same, and Your and Our use and storage of the same as contemplated by the Agreement does not violate any third party rights, and otherwise complies with Laws, including, without limitation, any Laws relating to the consent of or disclosure to consumers with respect to the collection, use or disclosure of such information as contemplated by the Agreement. If We receive information indicating or otherwise reasonably believe that all or any portion of any Your Materials may violate Laws, any third-party rights or otherwise could reflect poorly on Us or negatively impair Our goodwill (in each case, in Our sole and absolute discretion), We may so notify You and, if You fail to remove or modify the relevant portion of Your Materials from the Services within two business days, We may delete the relevant portion of Your Materials from the such Services. Under no circumstances will We be liable in any way for any: (i) of Your Materials transmitted or viewed while using the Services; (b) errors or omissions in Your Materials; or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any of Your Materials.
a. You intend to use the Services solely for the purpose of finding or coordinating the provision of relief or permanent veterinary work, or for finding or sharing information relating to such work. You may not use the Services for any purpose not contemplated by Us.
b. Our Services are available only to individuals who are eighteen (18) years of age or older. If you do not meet this age requirement, you may not register to use the Services.
c. If you are a Candidate, you must be permitted to legally work within the jurisdiction in which you are seeking to be employed or engaged by Seekers.
d. You must not be a competitor of Ours or using the Services for reasons that are in competition with Us.
4. PERMITTED USE OF OUR SERVICES.
a. Permitted Use. You and Your Authorized Users will access and use the Services solely in accordance with the conditions and limitations set forth in the Agreement and any Services documentation (“Permitted Use”). Seekers may have one or more “Authorized Users,” which means collectively, the Seeker and its employees authorized by the Seeker to access the Services in order to identify and connect with Candidates. Authorized Users must be subject to confidentiality, use restrictions and intellectual property provisions at least as restrictive and protective of Us as those set forth in these Terms.
b. Restrictions. You will not, and will not permit others to, directly or indirectly: (i) reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services and/or any related software, documentation or data (collectively, “Technology”); (ii) modify, translate, or create derivative works of, from or otherwise based on the Services or any Technology, in whole or in part; (iii) access and/or use the Services for timesharing or reselling purposes or otherwise for the benefit of a third party (other than expressly authorized by the Permitted Use); (iv) upload to or otherwise use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party rights, including privacy rights; (v) upload to or otherwise use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example (but not by way of limitation), viruses, worms, time bombs and Trojan horses); (vi) interfere with or disrupt the integrity or performance of the Services or any Technology (in whole or in part); (vii) attempt to gain unauthorized access to the Services, the Technology or any of their related systems or networks, or access or use the Services other than by an Authorized User through the use of his or her own then valid Access Credentials (as defined below); (viii) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (ix) frame or mirror the whole or any part of the Services (including any Technology); (x) access the Services and/or the Technology (in whole or in part) in order to build a competitive product or service; (xi) remove any proprietary notices or labels of or from the Services or the Technology; (xii) access or use the Services in any way that violates the Agreement, any third-party rights, or any Laws, including, without limitation, anti-spam, export control, privacy, or anti-terrorism laws and regulations; (xiii) use the Services (in whole or in part), or any information contained therein in any way that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise harassing, abusive, objectionable or offensive; (xiv) provide false or inaccurate information when registering an account on Us, using the Services or communicating with other Registered Users; or (xiv) attempt to re-register with Us if we have terminated your account for any or no reason or terminate your registration and re-register in order to prevent a review from being associated with your account.
c. Certain Acknowledgements. You acknowledge and agree that: (i) the Services (in whole or in part) may have defects or deficiencies that may not be corrected by Us and are subject to change at Our sole discretion; (ii) using the Services does not create a joint venture, or any other relationship between Us (or our parent or any of Our affiliates) and You; (iii) the Services will not include any customization of any feature, functionality, product, tools or other materials available on or via the Services.
d. No Data Backup. Our Services (and the Platform in particular, if applicable) does not and is not intended to replace the need for You to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY OF YOUR MATERIALS (INCLUDING ANY RECORDS) INPUT INTO, MAINTAINED BY OR OTHERWISE AVAILABLE ON OR VIA THE SERVICES.
5. USER CONTENT.
b. Your Content May Expose You to Liability. You acknowledge that Your Content may expose You to liability. For example, but not by way of limitation, You may be exposed to liability if Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any Laws.
c. We Do Not Endorse User Content. We are not involved in the preparation or actual transmission of Your Content or any other similar content submitted by users on or through or the Services (collectively, “User Content”). As a result, We do not approve or endorse User Content, and You acknowledge and agree that We (i) have no control over the quality, correctness, timeliness, safety, truth, accuracy or legality of any User Content posted by you or any other person or entity; and (ii) will have no liability to You as a result of your submission or posting, access or use of, or reliance on, such User Content. User Content posted by other users may be inaccurate. Additionally, You may find User Content posted by other users to be offensive, harmful, indecent, or deceptive. Please use caution and common sense, and do not rely solely on User Content. Although We do not regularly review User Content, We may, in our sole discretion and at any time, remove or edit any User Content. You acknowledge and understand that We are under no obligation to enforce these Terms on Your behalf against another user. Opinions, advice, statements, offers, or other information included in any User Content, but not directly by Us, are those of their respective authors, who/which are solely responsible for such User Content.
a. We reserve the right, in Our sole discretion, to immediately terminate Your access to all or part of the Services, to remove Your profile and/or any content posted by or about You from the Services, and/or to terminate your account with Us, with or without notice for any reason or no reason in Our sole discretion, including, without limitation, if We determine that You are not eligible to use the Services, have violated the Agreement, are not suitable for participation as a Registered User, have mis-used or mis-appropriated any content, including, but not limited to, use on a “mirrored,” competitive, or third-party site. Upon termination, We will be under no obligation to provide You with a copy of any content posted by or about You on the Services. If we terminate Your registration, we have no obligation to notify You of the reason, if any, for Your termination.
b. You understand and agree that, following any termination of Your use of the Services, We have the right, but not the obligation, to send a notice of such termination to other Registered Users with whom we believe You have corresponded. Our decision to terminate Your registration and/or to notify other Registered Users with whom we believe You have corresponded does not constitute, and should not be interpreted or used as information bearing on, the terminated user’s character, general reputation, personal characteristics, or mode of living.
7. FEES AND PAYMENT. In order to utilize certain portions of the Services (including, for example, the Platform), we may require that certain Registered Users (such as Seekers) pay Us either a recurring subscription, one-time, or other fees. In addition, such Registered Users will be responsible for any state or local sales taxes associated with the Services purchased.
a. Billing and Payment. If You sign up for a paid membership subscription, or for a Service that otherwise includes a recurring fee, you agree to pay Us all charges associated with the subscription, Service, or product you choose, as described on the Services at the time you submit your payment information. You also authorize Us, or a third-party payment processor that works on our behalf, to charge your chosen payment method according to the terms of your chosen subscription, Service, or product. We reserve the right to correct any errors or mistakes that We make even if We have already requested or received payment.
b. Automatic Subscription Renewal and Cancellation.
i. ALL PAID MEMBERSHIP SUBSCRIPTIONS AND RECURRING FEE-BASED SERVICES OR PRODUCTS WILL CONTINUE INDEFINITELY UNTIL CANCELLED BY THE USER. FOR PAID MEMBERSHIP SUBSCRIPTIONS, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF YOUR CHOSEN TERM PERIOD FOR AN ADDITIONAL EQUIVALENT PERIOD AT THE SUBSCRIPTION RATE AND FREQUENCY DISCLOSED TO YOU ON THE ORDER FORM WHEN YOU ORIGINALLY SUBSCRIBED, UNLESS OTHERWISE PROVIDED AT THE TIME YOU SUBSCRIBED. IF YOU CHOOSE A SUBSCRIPTION TERM IN EXCESS OF ONE MONTH THAT ALLOWS YOU TO BE CHARGED MONTHLY OVER THE SUBSCRIPTION PERIOD, AND YOU DECIDE TO CANCEL YOUR SUBSCRIPTION DURING THE SUBSCRIPTION PERIOD, YOU ACKNOWLEDGE AND AGREE THAT YOU WILL CONTINUE TO BE BILLED FOR THE SUBSCRIPTION ON A MONTHLY BASIS UNTIL THE END OF THE THEN-CURRENT SUBSCRIPTION TERM, PROVIDED THAT YOU WILL CONTINUE TO HAVE ACCESS TO THE PLATFORM UNTIL THE END OF SUCH TERM. FOR OTHER SERVICES OR PRODUCTS WITH RECURRING FEES, YOU WILL BE CHARGED THE FEE ASSOCIATED WITH SUCH PRODUCT OR SERVICE AT THE INTERVAL SPECIFIED AT THE TIME OF PURCHASE, UNTIL YOU EXPRESSLY CANCEL THE SERVICE OR PRODUCT.
ii. You may cancel Your paid membership subscription at any time by following the instructions on Your “Manage Account” page. If You cancel a paid subscription, You typically will be permitted to use Your subscription until the end of your then-current subscription term. Your paid subscription will not be renewed after Your then-current term expires, but Your payment method will be charged, and You will be required to pay, any cancellation or other fees associated with your early termination and disclosed to you at the time you signed up for the subscription plan.
c. Free-Trial Offers. We may from time to time make all or certain portions of our Services available at no charge (“Freemium Subscriptions”). If You register for one or more Freemium Subscriptions, You acknowledge and agree that You may have limited access to the Services and/or features thereof.
d. No Refunds. Except as set forth in the applicable order form, all payments for subscriptions, services or products made on or through the Services are non-refundable, and there are no refunds or credits for unused or partially used subscriptions, services or products, even if You cancel your membership or a subscription, service, or product in the middle of a term.
8. THIRD-PARTY MATERIALS.
a. Third-Party Services. You acknowledge and agree that: (i) one or more of the functionalities or services available on or via the Services may made available by third parties (“Third-Party Service Providers” and such functionalities or services, “Third-Party Services”); (ii) certain aspects of the Services rely on API integration for certain features and functions, but that API integration has its own inherent level of unpredictability and inconsistency that is out of Our control, and that as such We will have no liability for downtime of any Services caused by API integration failures; (iii) Third-Party Service Providers may impose restrictions on use of the particular Third-Party Service, in addition to other terms and conditions, including without limitation, those set forth in any applicable terms and conditions agreed to by or otherwise made available to You (collectively, “Third-Party Requirements”); (iv) You are solely responsible for compliance with, and will ensure that You and all Authorized Users comply with, all Third-Party Requirements; and (v) We may at any time terminate and/or discontinue any Third-Party Services, including as a result of termination of Our relationship with the applicable Third-Party Service Provider, provided that We will endeavor to provide You with advance written notice of any such termination or discontinuation if possible. Third-Party Requirements include (and You are hereby notified of) the terms and conditions located at: Stripe Terms and Conditions, MailChimp Terms and Conditions, Survey Monkey Terms and Conditions, Paid Memberships Pro Terms and Conditions, and Buddy Boss Terms and Conditions.
9. OWNERSHIP AND LICENSES.
a. Ownership. You will own all right, title and interest in and to Your Content. We or Our licensors will own and retain all right, title and interest in and to the following (collectively, “Our Property”): (i) the Services, including the Platform, the Technology, and all improvements, enhancements or modifications to any of the foregoing; (ii) any work product, including any software, applications, inventions or other technology or intellectual property developed, authored and/or reduced to practice in connection with the Services (“Results”); (iii) the “Relief Rover” name, brand, marks and other similar intellectual property; (iv) any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your Authorized Users relating to the subject matter of the Agreement (collectively, “Feedback”); (v) any and all performance data, test or evaluation results, or other metrics derived from the Services, including the Platform and Aggregated Data (as defined below); and (f) all intellectual property rights related to any of the foregoing. We expressly reserve all other rights in and to the foregoing. During and after the term of the Agreement, each of You and We will cooperate with the other to do any and all things which reasonably necessary or desirable to establish, maintain, protect and enforce Our or Your exclusive ownership of the property identified in this Section.
b. Use of Data. Notwithstanding anything to the contrary, and to the extent not prohibited by Law, We will have the right to collect and analyze Your Content and other information relating to the provision, use and performance of various aspects of the Services (including the Platform and Technology, and including, without limitation, Your Content and data derived therefrom), and will be free (during and after the term of the Agreement) to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, including the Platform, the Technology and/or Our other product or service offerings; and (ii) use and disclose such information and data solely in aggregate or other de- identified form in connection with Our business without disclosing Your identity, or the identity of any of Your individual Authorized Users (“Aggregated Data”). No rights or licenses are granted except as expressly set forth herein.
c. Feedback. Any improvements, enhancements or other modifications created, prepared, produced, authored, edited, amended, conceived or reduced to practice by Us (whether alone or together with You or any other third party or parties) arising out of or relating to Feedback are and will remain Our sole and exclusive property.
d. License. If You are a Seeker, You grant Us a worldwide, royalty-free, license to use, publish and display Your name, trade name, brand, service mark, and image in connection with Our marketing efforts of Our Services, including testimonials on our website at Your convenience.
11. CONSENT TO ELECTRONIC COMMUNICATION. By using the Services, you agree to allow Us to communicate with You electronically, and You consent to electronic delivery of notices, documents, and other materials from Us or the Services, via the Platform or e-mail. If You are a Registered User, You also agree to check your account for alerts and messages, and the e-mail account reflected on your account on a reasonably regular basis to stay apprised of important notices and information about your account.
12. LINKING TO OUR MOBILE SERVICES AND SOCIAL MEDIA FEATURES.
a. You may link to certain portions of Our Services (such as Our website), provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval or endorsement on Our part without Our prior written consent.
b. Our Services may provide certain social media features that enable You to: link from your own or certain third-party websites to certain content available on Our Services; send e-mails or other communications with certain content, or links to certain content available on Our Services; or cause limited portions of content on available on Our Services to be displayed or appear to be displayed on Your own or certain third-party websites. You may use these features solely as they are provided by Us, solely with respect to the content with which they are displayed, and otherwise in accordance with these Terms and any additional terms and conditions that We may provide with respect to such features. Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by You; (ii) use Our Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any website; or (iii) otherwise take any action with respect to the materials on available on Our Services that is inconsistent with any other provision of these Terms.
c. Any website from which You are linking, or on which you make certain content accessible, must comply in all respects with these Terms. You agree to cooperate with Us in causing any unauthorized framing or linking to immediately cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.
13 .DISCLAIMERS. THE SERVICES (INCLUDING THE TECHNOLOGY AND ALL CONTENT INCLUDED THEREON, INCLUDING USER CONTENT) ARE PROVIDED “AS IS” AND WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE WITH RESPECT TO THE SAME. Without limiting the generality of the foregoing:
a. You acknowledge that all or a portion of the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by third-party providers, or because of other causes beyond Our reasonable control. We will use commercially reasonable efforts to provide notice in of any scheduled service disruption and to reinstate the affected Services. HOWEVER, WE DO NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY THAT THE SERVICES (IN WHOLE OR IN PART) WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY PARTIUCLAR RESULT, INCLUDING YOUR COMPLIANCE WITH ANY APPLICABLE LAWS, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
b. WE DO NOT: (i) WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES AND HEREBY EXPRESSLY DISCLAIM ANY LIABILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT; OR (ii) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY OTHER THAN US. WITH RESPECT TO SEEKERS, ALL CONTENT AVAILABLE ON, THROUGH OR AS A RESULT OF THE SERVICES IS PROVIDED FOR YOUR INTERNAL USE ONLY AND MAY NOT BE COPIED OR REDISTRIBUTED FOR ANY REASON. THIS INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IN NO EVENT WILL WE BE LIABLE IN ANY WAY WITH REGARD TO SUCH INFORMATION. YOUR USE OF SUCH INFORMATION MUST IN ALL CASES COMPLY WITH ALL APPLICABLE LAWS.
c. WE MAKE NO REPRESENTATION OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, REGARDING THE SUITABILITY OF ANY USER TO OFFER OR PROVIDE VETERINARY CARE SERVICES OR TO EMPLOY OR ENGAGE THE SERVICES OF A CANDIDATE.
d. ALL THIRD-PARTY SERVICES INCLUDED IN THE SERVICES ARE PROVIDED “AS IS” AND SUBJECT TO ANY APPLICABLE THIRD-PARTY SERVICE PROVIDER TERMS AND CONDITIONS. ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY SERVICE PROVIDER.
14. LIMITATIONS ON LIABILITY; MUTUAL WAIVER OF CLASS ACTION PARTICIPATION AND RELEASE.
a. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT OR DIMINUTION IN VALUE; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE PLATFORM; (iii) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (iv) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
b. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR OTHERWISE, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES OR ANY AGREEMENT OR RELATIONSHIP FORMED AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM ANYONE’S RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE SITE, OR TRANSMITTED TO OR BY ANY USERS OR ANY OTHER INTERACTIONS WITH OTHER REGISTERED USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.
c. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF OURS AND OUR LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO US UNDER THE AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR, IF YOU HAVE NOT PAID US FOR THE USE OF ANY SERVICES, THE AMOUNT OF $25.00. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
d. Neither We nor You may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to the Agreement, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. WE AND YOU ACKNOWLEDGE THAT THIS SECTION WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION.
e. You hereby represent, understand, and expressly agree to release and hold Us (and Our officers, managers, owners, employees, parents, subsidiaries, other affiliates, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, independent contractors, recruiters, corporate partners or resellers, harmless from any claim or controversy that may arise out of: (i) the actions or inactions of, or the relationship between, You and any Seeker, Candidate or other user(s) of the Services; and (ii) any information, instruction, advice or services created by any Seeker, Candidate, or other third party that appeared on, or was communicated through, the Services. We expressly disclaim any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown, from the above.
15. INDEMNIFICATION. You will indemnify, defend and hold Us harmless from and against any and all claims, losses, damages, judgments, liabilities costs, and expenses (including attorneys’ fees and the costs of enforcing this provision and of pursuing any insurance providers) arising from or relating to: (i) any of Your Materials, including any use, disclosure or storage of the same by Us or on Our behalf in accordance with the Agreement; (ii) Our compliance with any specifications or directions provided by You or on Your behalf; (iii) Your failure to comply with any applicable Laws, or any of Your other obligations, covenants, representations and warranties set forth in the Agreement; or (iv) Your access or use of the Services, in whole or in part, including any relationship or agreement formed with a Seeker or Candidate as a result of or otherwise in connection with Your use of the Services (in whole or in part).
16. GOVERNING LAW; DISPUTE RESOLUTION. The Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Florida without regard to conflict of law principles. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to the Agreement or to the rights or duties of the parties under the Agreement. Any dispute arising out of or relating to the Agreement, or its subject matter (including the extent to which any dispute is subject to arbitration pursuant to this Section) will be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). Either party may send a notice to the other party of its intention to file a case with the AAA under this Section (“Arbitration Notice”). The arbitration will be conducted in Broward County, Florida, by a single arbitrator knowledgeable in the commercial aspects of software development and support arrangements and intellectual property. The parties will mutually appoint an arbitrator within thirty (30) days of the Arbitration Notice. If the parties are unable to agree on an arbitrator, then the AAA will appoint an arbitrator who meets the foregoing knowledge requirements. The arbitration hearing will commence within sixty (60) days after the appointment of the arbitrator and the hearing will be completed and an award rendered in writing within sixty (60) days after the commencement of the hearing. Prior to the hearing, each party will have the right to take up to four (4) evidentiary depositions, and exchange two (2) sets of document production requests and two sets, each, of not more than ten (10) interrogatories. The arbitrator will provide detailed written explanations to the parties to support their award and regardless of outcome, and each party will pay its own costs and expenses (including attorneys’ fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction. With the exception of disclosures to affiliates and legal counsel, all negotiations and arbitration proceedings related to a dispute (including a settlement, award, or the documents and briefs exchanged or produced during arbitration) are confidential and may not be disclosed by the parties except to the extent necessary for interim measures or conservatory relief, the enforcement of an arbitration award, or as required by law. Prior to the initiation of formal dispute resolution procedures pursuant to this Section, the parties will first attempt in good faith to resolve the informally, including escalation of the dispute to senior executives with appropriate decision making authority, for a period of at least 30 days, provided, however, that nothing in this Section will limit or delay the right of either party to seek injunctive relief otherwise permitted by the Agreement, whether or not such party has pursued informal resolution in accordance with this sentence.
17. MISCELLANEOUS. You may not assign the Agreement without Our prior written consent. For the avoidance of doubt, a change in control (whether as a result of the acquisition of all or substantially all of Your equity interests or assets, a merger, or any other business combination event) will constitute an assignment that requires Our prior written consent pursuant to the preceding sentence. No delay or omission by Us to exercise any right or power under the Agreement will impair any such right or power or be construed as a waiver thereof. A waiver by Us in any one instance of any of the covenants, conditions or agreements to be performed by You will not be construed as a waiver with respect to any succeeding instance in which the same provision may apply. We may update, amend or change these Terms at any time, and if You have an active subscription to the Platform, we will notify You of any material changes via a pop-up prior to or while you are accessing your Platform account, or by email. Your continued access and use of the Services following any changes will automatically be deemed Your acceptance of all updates, changes and/or amendments. The headings contained in the Agreement are for convenience of reference only, are not to be considered a part of the Agreement and will not limit or otherwise affect in any way its meaning or interpretation. The Agreement is for the sole benefit of the parties and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of the Agreement. If any provision of the Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of the Agreement, which will remain in full force and effect. The Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and except as set forth in Section 1 of these Terms, supersedes all other negotiations, understandings and representations (if any) made by and between such parties, whether orally or in writing.
18. CONTACT INFORMATION. If you have any questions or need further information as to the Services, please contact us via email at: [email protected]