Employers User Policy Agreement

TerraTal

Employers User Policy &

Terms of Service Agreement

Last Updated: 6/12/2017

When you access or use TerraTal’s online and/or mobile services and websites, including any TerraTal mobile application (collectively the “TerraTal Apps”) regardless of where it is downloaded from, and any software provided by or on behalf of TerraTal on or in connection with such services or websites (collectively, the “Site”), including, but not limited to, any other service, (a) you represent that you have read and understand the Privacy Policy; and (b) you are agreeing to the terms and conditions of this User Policy - Terms of Service Agreement (the “Agreement”) with TERRATAL, LLC. Any other agreement between you as an Employer (or Hiring Manager) and TerraTal is supplemental to this agreement unless expressly agreed to in writing by both parties.

Any references to “TerraTal” or “we” in this Agreement shall mean the applicable entity as set forth above.

The Site is made available for use by individuals seeking employment openings (“Professionals”), by individuals and/or organizations seeking to make available information regarding employment opportunities, on their behalf or other’s behalf (“Employers” or “Recruiters”), and by individuals and/or organizations seeking to participate on TerraTal’s Global Talent Exchange (“TGTE”). If you are accessing or using the Site in your capacity as an employee or other representative of an Employer, you are agreeing to this Agreement on behalf of yourself and such Employer, as applicable, and you represent and warrant that you have the authority to bind such Employer, as applicable, to this Agreement.

This agreement was last updated on June 12th, 2017. We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any claim brought prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Your access to or use of the Site following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.

This Agreement hereby incorporates by this reference any additional terms and conditions posted by TerraTal through the Site, or otherwise made available to you by TerraTal. In particular:

 

General Terms of Service

A. The following terms and conditions apply to all Employers, and other users who access or use the Site, or otherwise indicate their acceptance to this Agreement.

 

1. Position Profiles

TerraTal may make available certain Position Profiles and other Position-related contents, including links to third-party websites (such Profiles and other contents, (“Positions Profiles”), through TerraTal’s search results or otherwise through the Site. Positions Profiles are created and provided by third parties over whom TerraTal exercises no control; you acknowledge and understand that we have no control over Positions Profiles. Except for certain sponsored, featured or paid placements, the Positions Profiles contained on, or linked from, the Site are posted in an automated manner. TerraTal does not have any obligation to screen any Positions Profiles, or to include any Positions Profiles in its search results or other Profiles, and may exclude or remove any Positions Profiles from the Site for any or no reason. We cannot confirm the accuracy or completeness of any Position Profiles or other information submitted by any employer or other user, including the identity of such employer or other user. TerraTal assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any Positions Profiles. You agree that TerraTal may also provide search options to narrow down Positions Profiles search results by Positions type (i.e. full-time, part-time, etc.), and such Positions types are created independently and entirely by TerraTal, and are not a direct reflection of the actual Positions Profiles.

1(a) You acknowledge and agree that when you create a Position Profile on the Site, whether as part of the TGTE or otherwise, you agree that this Agreement and all of TerraTal’s policies, including the TerraTal Privacy Policy, apply to you and to the Professionals using such Career Sites or indicating an interest in such Position Profiles. You also agree that, as a service to Professionals, TerraTal may activate it’s express interest email relay function for use in connection with such Position Profiles, and that any Professionals who wish to indicate an interest in such Position Profiles may only do so through TGTE. When you use the TerraTal Express Interest email relay function, you acknowledge and agree that TerraTal may add certain functions into the email, which allows you to take actions regarding the Position Seeker including setting up an interview, viewing a Candidate Profile Report (CPR) and rejecting a candidate, and that you consent to TerraTal monitoring and analyzing these actions. TerraTal is not responsible for the content of your Professional Profile, screener question(s) or its format, and TerraTal does not guarantee timely delivery, your receipt of the Position Seeker’s Candidate Profile Report or that there will be no mistakes in the transmission of the data. You agree that TGTE is presented to you without warranty and TerraTal assumes no responsibility for the communications between you and the Professional, which communications are yours’ and the Professionals’ sole responsibility. When you respond to or contact a Professional who has registered and created a Professional Profile on TGTE, you are providing information to TerraTal and requesting and authorizing us to make available such information to the applicable Positions Seeker. Additionally, you consent to Professionals’ expression of interest and any responses sent by you (including offer letters) through TerraTal being processed and analyzed by TerraTal according to this Agreement and TerraTal’s Privacy Policy. TerraTal shall store such information regardless of whether a Position vacancy has been filled. You are responsible for the contents of any Career Sites that you create, any Positions Profiles that you post, and any messages that you send through TerraTal’s TGTE or otherwise, including any questions for Professionals. You agree that TerraTal may reject or remove any Position Profiles, any part of any Career Site, or any questions for Professionals for any or no reason. You shall indemnify, defend and hold harmless TerraTal, its agents, affiliates, and licensors from any third-party claim or liability (including without limitation reasonable legal fees) arising out of any Career Site created by you, or any Position Profiles or screener questions (or answers thereto) posted by you, or any message sent by you (including any questions for Professionals contained in any of the foregoing).

1(b) You acknowledge and agree that when you send, store or receive materials (including Position Profiles, resumes, and messages) through or using the Site, TerraTal may, for example, use such materials for data analysis, quality control, or to refine the Site or any other TerraTal product or service (including to provide better compatibility results and other Profiles for Professionals and Employers), whether via automated means or otherwise. When you send, store or receive materials through or using the Site, TerraTal may also inform a Professional that an Employer has taken an action with regards to a Professional’s Candidate Profile Report (CPR) such as opening the CPR, viewing the CPR and making a decision with regards to the CPR, and you hereby consent to TerraTal taking such actions. TerraTal assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any Position Profiles, career site, Position solicitation, screener question, answer to screener question, resume information you post, send or receive through the Site. If you see any inaccuracy in any such material, it is your responsibility to correct such information or to contact TerraTal to do so. TerraTal does not promise to correct any inaccuracy.

1(c) You acknowledge and agree that TerraTal will use Profiles to determine whether the Professional’s Profile aligns to a Position Profile, and vice-versa. Regardless of whether you are an Employer or Professional, you agree and consent that TerraTal may differentiate those matching Profiles from those that do not match, and present them to Employers as matches or not matches. TerraTal may also use such information in order to improve the Site or any other TerraTal product or service (including by displaying or otherwise making available potentially relevant Position Profiles and Candidate Profile Reports to Professionals and Employers).

 

2. External Sites

The Site contains links to other sites on the Internet which are owned and/or operated by third-party vendors and other third parties (the “External Sites”). You acknowledge that TerraTal is not responsible or liable for any such third parties or for the availability of, or the materials located on or through, any External Sites. You should contact the site administrator or webmaster for the applicable External Site if you have any concerns regarding such links or the materials located on an External Site.

In addition, TerraTal may provide you with links to certain third party sites that offer you services for your use or benefit. We may stop offering any such third party sites or services at any time. If you choose to use such third party sites or services, you enter into an agreement with such third party alone at your own risk. When entering into an agreement with such parties, you are giving them your data directly and your rights and their obligations are determined by their privacy policies and terms of service. We are not responsible for any content or services provided these third parties, and disclaim all liability from anything that may occur when you utilize such third parties. We are additionally not responsible for any payment that may be asked of you by such third party. You will be notified on the site that these are third party sites and services, and not TerraTal.

 

3. Use of Site

TerraTal’s Site is for your non-commercial use only. If you wish to make commercial use of the Site, or if you wish to purchase TerraTal services that utilize the Site, you must have a prior written agreement with TerraTal to do so, or have accepted TerraTal’s online terms of service. Please contact us for more information. We reserve the right at all times (but will not have any obligation) to terminate users, and reclaim usernames or URLs, for any reason.

 

4. User Content

Some parts of the Site, such as message boards and forums, may allow users to post Position Profiles, resumes, information, text, images, audio, video, messages, and other materials (any such materials that a user submits, posts, displays, or otherwise makes available on or through the Site is referred to herein as “User Content”). Such functionality is designed to help users obtain career and company information, facilitate communication, discuss ways to make career decisions, and to let users know of Position Profiles. User Content is provided by third-party contributors, many of whom may use anonymous screen names. User Content may be inaccurate, incomplete, misleading or deceptive. TerraTal does not endorse and is not responsible for any User Content, including any opinion, advice, information, or statement contained therein. You acknowledge that by accessing the Site, you may come into contact with content (including User Content) that you find harmful, offensive, threatening, indecent or objectionable, including, but not limited to, explicit language and other potentially offensive material, and you acknowledge that TerraTal shall have no liability with respect to such content.

You must not post any User Content that is unlawful, fraudulent, discriminatory, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or that contains sexual, ethnic, racial or other discriminating slurs, or that contains no relevant or constructive content. You must also not post any User Content that contains proprietary information, trade secrets, confidential information, advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us in writing), or encourages or causes spamming or flooding.

You are prohibited from posting any User Content containing official identification information (whether your own or of another person), such as social security number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such identification information may lead to identity theft and other adverse consequences. TerraTal may remove any such identification information, but does not undertake any obligation to do so, and has no responsibility and disclaims all liability for any posting of such identification information. TerraTal reserves the right to change the display of Professional Profile on its Site, including, but not limited to, hiding fields, rearranging its format, and changing visual elements.

Although TerraTal has no obligation to do so, TerraTal may monitor User Content, and reserves the right to delete any User Content or portion thereof that, in TerraTal’s sole discretion, violates the above rules, including any User Content that is unrelated to the specific portion of the Site on which it is posted, or that is an advertisement, recruiting or other commercial message, or that TerraTal deems in its sole discretion to be inappropriate. If you believe that any User Content violates this Agreement or our policies, please contact TerraTal immediately so that we may have the opportunity to consider its removal. For clarity, TerraTal does not have any obligation to remove any User Content, and the interpretation of whether any User Content violates any TerraTal policy will always remain within the sole discretion of TerraTal.

TerraTal reserves the right to disclose all User Content and other relevant information, and the circumstances surrounding their transmission, to any third party in connection with operating the Site; to protect itself, its affiliates, its partners and its visitors; and to comply with legal obligations or governmental requests. This means, for example, that TerraTal may honor subpoenas, search warrants, law enforcement or court-mandated requests to reveal a user’s electronic address and identity, or other properly requested information. As an Employer, when you create a Position Profile on TerraTal’s site it will list confidentially.  However, your identity may be discoverable by request from the government or law enforcement.

Without limiting the generality of the foregoing, TerraTal reserves the right (but is under no obligation) to remove any Position Profiles that directly or indirectly discriminates against any class of Professionals. Direct discrimination means, for example, that a Position Profiles specifically makes clear that only Professionals matching a certain criteria are wanted, thereby excluding others because of, for example, their gender, race, age or disability. Indirect discrimination means, for example, that a Position Profile implicitly excludes certain classes of Professionals by making it impossible for them to qualify for the Position requirements. You understand and agree that it is your responsibility to refrain from posting any Position Profiles that directly or indirectly discriminate against Professionals or otherwise violate applicable law.

Please note: Section 230 of the U.S. Communications Decency Act provides that:

(1) Treatment of publisher or speaker

No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.

(2) Civil liability

No provider or user of an interactive computer service shall be held liable on account of-

(A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or

(B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

 

5. License to User Content and Feedback

Only to the extent permitted by law, if you post content or submit material to TerraTal, including photographs or material you submit for a Position solicitation hosted on TerraTal, you grant TerraTal a nonexclusive, worldwide, perpetual, (revocable only as described below), fully paid, royalty-free, sublicensable (through multiple layers of sub-licensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such content and materials for the purpose of publishing material on the TerraTal website or its publisher partners, maintaining the TerraTal website and promoting TerraTal without restriction. Furthermore, you grant to TerraTal, its affiliates, and sublicensees the right to use your name, user name, and/or trademarks and logos in connection with any such User Content or TerraTal marketing materials. Notwithstanding the foregoing, to the extent any Employer(s) submits photographs to TerraTal for association with a particular Position Profiles, TerraTal shall not post such content anywhere other than the Employer(s)’s Position Profiles.

You represent and warrant that: (i) you own the User Content that you submit, post, display, or otherwise make available on or through the Site, or that you otherwise have the right to grant the license set forth in this section, (ii) such User Content, and its submission, posting, display or availability on or through the Site does not violate applicable law or the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity, and (iii) such submission, posting, display or availability on or through the Site does not result in any breach of contract between you and any third party. You agree to pay for all royalties, fees, damages, and any other monies owed to any person or entity by reason of such User Content. You agree to defend, indemnify and hold harmless TerraTal and its affiliates from any claims resulting from any such User Content. If you wish to request to revoke the license granted by you in this Section for any such User Content, please send a certified letter of request to the postal address listed above with a copy of your passport or national identity card (for identity verification purposes) and request removal of such User Content. Your certified letter of request must include (a) the signature of the applicable rights holder for such User Content or a person authorized to act on behalf of the rights holder; (b) identification of the User Content for which the license is to be revoked, and information reasonably sufficient to allow TerraTal to locate and remove such User Content on the Site; (c) your name, address, telephone number, and email address; (d) a statement that you have a good faith belief that you are the rights holder or authorized by the rights holder to revoke the license for the designated User Content; and (e) a statement that the information in the request is accurate, and under penalty of perjury, that you are the rights holder or are authorized to act on behalf of the rights holder with respect to such User Content. There may be a charge for answering and executing such a request; please contact TerraTal for more details.

At your discretion, you may provide feedback and related materials to TerraTal concerning the functionality and performance of the Site from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your evaluation or otherwise, provide any Feedback, you hereby grant to TerraTal a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple layers of sublicensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such Feedback for any purpose without restriction. You agree that TerraTal may disclose any or all Feedback to any third party in any manner, and you agree that TerraTal may sublicense any or all Feedback in any form to any third party without restriction. By providing any Feedback, you agree that your provision of such Feedback is gratuitous, unsolicited and without restriction, and will not place TerraTal under any fiduciary, confidentiality or other obligation, and that we are free to use such Feedback without any additional compensation to you, and free to disclose such Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting any Feedback, TerraTal does not waive any rights to use similar or related ideas previously known to TerraTal, or developed by its employees, or obtained from sources other than you.

 

6. Site Rules

You agree not to access (or attempt to access) the Site by any means other than through the interface that is provided by TerraTal, unless you have been specifically allowed to do so in a separate, written agreement with TerraTal. You agree that you will not engage in any activity that interferes with or disrupts the Site (or the servers and networks which are connected to the Site). Unless you have been specifically permitted to do so in a separate, written agreement with TerraTal, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Site for any purpose. You agree that you are solely responsible for (and that TerraTal has no responsibility or liability to you or to any third party for) any breach of your obligations under this Agreement and for any consequences (including any loss or damage which TerraTal may suffer) of any such breach.

You agree that you shall not transmit to TerraTal or upload to or through the Site (whether as User Content or otherwise) any Harmful Code, or use or misappropriate the Site for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “Trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission. Without limiting the foregoing and by way of example only, users may not:

  • Generate or facilitate unsolicited commercial email (“spam”). Such activity includes, but is not limited to:

    • sending messages in violation of the CAN-SPAM Act under U.S. law or any other applicable anti-spam law;

    • imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam;

    • data mining any TerraTal property;

    • sending messages to users who have asked not to be contacted;

    • selling, exchanging or distributing to a third party the contact information of any person without such person’s knowledge of, and continued consent to, such disclosure; and

    • using TerraTal contacts in violation of TerraTal policy, as determined by TerraTal, including, for example, as indicated by low response rates from those persons contacted.

  • Send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content, or offer to do the same.

  • Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other Harmful Code or items of a destructive or deceptive nature.

  • Conduct or forward pyramid schemes or similar programs.

  • Transmit content that may be harmful to minors.

  • Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email.

  • Transmit another’s intellectual property or other proprietary or confidential information without such owner’s or licensor’s permission.

  • Violate the legal rights (such as rights of privacy and publicity) of others.

  • Promote or encourage illegal activity.

  • Interfere with other TerraTal users’ enjoyment of the Site.

  • Create multiple user accounts in connection with any violation of the Agreement or create user accounts by automated means or under false or fraudulent pretenses.

  • Sell, trade, resell or otherwise exploit for any unauthorized commercial purpose, or transfer, any TerraTal account.

  • Modify, adapt, translate, or reverse engineer any portion of the Site.

  • Remove any copyright, trademark or other proprietary rights notices contained in or on the Site.

  • Reformat or frame any portion of the web pages that are part of the Site without TerraTal’s explicit written permission.

  • Contact other TerraTal users about multi-level marketing (MLM) programs, Positions that require payment to start, or any topics TerraTal considers detrimental to its users.

  • Create multiple TerraTal accounts without permission.

  • Create multiple TerraTal accounts not under your corporate or company name, in order to attempt to achieve higher visibility in the system.

  • Bypass any limitations or suspensions of functionality.

  • Provide false information.

TerraTal reserves the right to use any User Content (including the content of messages or material sent through or to the Site or TerraTal) to prevent potentially illegal or tortious activities, or any other activities that are detrimental to other users. TerraTal reserves the right to use a variety of methods to detect and address anomalous activity and to screen User Content to prevent abuse such as spam or fraud. These efforts may on occasion result in a temporary or permanent suspension or termination of some functions for some users, with or without notice, and TerraTal shall not be responsible or liable for any such suspension or termination, including any consequences thereof. TerraTal reserves the right to drop any email with a .exe or .zip attachment for any or no reason.

 

7. Registration: Contact Information

Some areas of the Site, including areas that may permit you to set up a TerraTal account, require you to register or provide an email address. If you so register, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (including your email address) and (b) be responsible for the confidentiality and use of your username and password, and not transfer or resell your use of or access to the Site to any third party. TerraTal is not responsible and disclaims all liability if your email is used improperly or falsely by a third party. In some instances, multiple users may be linked to the same account (“a Linked Account”). A Linked Account is created when the primary account owner of an Employer account invites other users to the same account. When using a Linked Account, all users within the same Linked Account have access to the communications and actions of all other users within the Linked Account, and you consent to such access.

We reserve the right at all times (but will not have an obligation) to terminate users or to reclaim usernames or URLs.

You agree that TerraTal may, as part of its services to you, communicate with you, or initiate communication with you on behalf of a third party, through your TerraTal account or through other means such as email, telephone (including mobile phone), or postal mail, including through the use of contact information that you may provide to TerraTal or that TerraTal may otherwise obtain from third-party sources. By providing TerraTal with a mobile phone number, you expressly consent to receiving communication via such mobile number.

 

8. Disclaimer of Warranties

TerraTal disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability or availability of information or material displayed in or linked from the TerraTal search results (including Positions Profiles) or otherwise made available on the Site by TerraTal or third parties (including User Content), regardless of whether paid for or used for free. TerraTal disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material (including User Content). TerraTal disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Site or on other sites or services on the Internet accessed through the Site. Under no circumstances shall TerraTal be liable to you or any third party on account of your use or misuse of or reliance on the Site. Additionally, under no circumstances shall TerraTal be liable to you or any third party on account of your use or misuse of or reliance on any third party site or service you link to from TerraTal’s Site.

TerraTal further disclaims all liability for any technical malfunction of the Site, including but not limited to failure of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email delivery, account login, or any other Services provided by TerraTal as a result of technical problems or traffic congestion on the Internet or any third party website or combination thereof, including injury or damage to your or to any other person’s computer, mobile device or other hardware or software, related to or resulting from using or downloading any Content in connection with the Site or Services. Under no circumstances will TerraTal be responsible for any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Site, Services, User Content, or third party applications, websites, software or content posted on or through the Site or transmitted to users or any interactions between users of the Site or Services, whether online or offline.

THE SITE, AND ALL MATERIALS, INFORMATION, ADVICE, POSITION PROFILES, USER CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. TERRATAL AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. TERRATAL AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SITE, AND ALL MATERIALS, INFORMATION, ADVICE, POSITIONS PROFILES, USER CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH THE SITE. TERRATAL AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE BY TERRATAL.

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR OBTAINING ANY SUCH MATERIAL OR DATA.

 

9. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL TERRATAL OR ITS AFFILIATES, OR ITS OR THEIR THIRD-PARTY LICENSORS, BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE SITE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF TERRATAL OR ITS AFFILIATES, OR ITS OR THEIR THIRD-PARTY LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE, FROM RELIANCE OR DAMAGE CAUSED BY INFORMATION POSTED ON THE SITE, FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE ON THE SITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF TERRATAL AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT YOU PAID TERRATAL TO USE THE SITE FOR THE PRECEDING 6 MONTHS PRIOR TO THE NOTIFICATION OF DAMAGES.

Without limiting the foregoing, under no circumstances shall TerraTal or its affiliates, or its or their third-party licensors, be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

You acknowledge and agree that we may from time to time change, update, revise, enhance or remove functionality at our sole discretion from the site for any reason or no reason at all without any liability.

Liability Disclaimer: TerraTal has no influence over and does not accept any responsibility or liability for any employment related decisions made by either an Employer or a Professional.

 

10. Claims of Infringement

U.S. Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by TerraTal infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information as required by 17 USC. § 512(c)(3)(A): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow TerraTal to locate the material on the site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send TerraTal a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent in writing to TerraTal Copyright Notice, 11700 Preston Road, Suite# 600-292, Dallas, TX 75230 (remove spaces when sending email). We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there are penalties for false claims under the DMCA.

Other Claims of Infringement. For claims of infringement that do not involve a U.S. copyright, please contact us via our mailing address outlined section 15.

 

11. Governing Law and Dispute Resolution

If you are a Professional: this Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Texas, United States of America, if you are located in the United States, or the laws of Republic of Ireland, if you are located elsewhere, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in courts located in Dallas County, Texas, U.S.A., if you are located in the United States, or Dublin, Ireland, if you are located elsewhere. Each of the Parties hereby consent to the exclusive personal jurisdiction of the federal or state courts located in Dallas County, Texas, U.S.A, if you are located in the United States of America, or Dublin, Ireland, if you are located elsewhere.

If you are an Employer: this Agreement and any Dispute arising out of or in connection with this Agreement will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of Federative Republic of Brazil, if you are located in Brazil; the laws of the Republic of India, if you are located in India; the laws of the State of Texas, if you are located in the United States; the laws of the Republic of Singapore, if you are located in the Asia-Pacific Region*; or the laws of the Republic of Ireland, if you are located elsewhere, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in courts located in: São Paulo, state of São Paulo, Brazil if you are located in Brazil; Bangalore, state of Karnataka, India if you are located in India; Travis County, Texas, U.S.A., if you are located in the United States; The Republic of Singapore, if you are located in the Asia-Pacific Region*; or Dublin, Ireland, if you are located elsewhere. Each of the Parties hereby consent to the exclusive personal jurisdiction of the courts located in: São Paulo, state of São Paulo, Brazil if you are located in Brazil; Bangalore, state of Karnataka, India if you are located in India; Travis County, Texas, U.S.A., if you are located in the United States; The Republic of Singapore, if you are located in the Asia-Pacific Region*; or Dublin, Ireland, if you are located elsewhere.

 

12. Class Action Waiver

By using the Site and in return for the services offered by TerraTal, you acknowledge that TerraTal can only offer you these services under the terms and conditions as presented herein. As partial consideration for your use of the Site and these services, you (either an Employer or Professional) agree not to sue TerraTal as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against TerraTal regarding your use of the Site. Additionally, as a Professional, your use of the Site is at no charge and you acknowledge that part of the price you are paying to use this Site is your acceptance of these terms of service including this Class Action Waiver. If you do not agree to any part of these terms, do not continue your use of the Site. Nothing in this paragraph, however, limits your rights to bring a lawsuit as an individual plaintiff, including in small claims court.

 

13. Filtering

We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from OnGuard Online (http://onguardonline.gov/). Please note that Company does not endorse any of the products or services listed on such sites.

 

14. Information or Complaints

If you have a question or complaint regarding the Site, please use our TerraTal Help Center. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

 

15. Miscellaneous

This Agreement, together with any amendments and any additional agreements you may enter into with TerraTal in connection with the Site, shall constitute the entire agreement between you and TerraTal and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.. In the event of any irreconcilable conflict between this Agreement and any other agreement respectively, and this Agreement will otherwise govern. Any waiver of any provision of this Agreement will be effective only if in writing and signed by TerraTal. This Agreement, together with any amendments and any additional agreements you may enter into with TerraTal in connection with the Site, shall constitute the entire agreement between you and TerraTal concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

By accessing or using the Site, you signify your acceptance of this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users. The materials on the Site are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of TerraTal’s proprietary rights in them.

You understand and acknowledge that TerraTal or its affiliates, or its or their licensors, owns all right title and interest to the Site and all proprietary rights associated therewith. TerraTal reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, or other indicia of ownership on the materials accessed through the Site, other than your User Content. Any use of materials or descriptions, any derivative use of the Site or its materials, and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event may you frame any portion of the Site or any materials contained therein.

Change of Address: If you have provided a billing address to us, and you change such billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be bound by this Agreement with the same TerraTal party for the remainder of the calendar month in which you made the change. Beginning on the first day of the next calendar month, you hereby agree that you will be bound by this Agreement with the applicable TerraTal party identified in the first paragraph of this Agreement with respect to such new territory.

Any notices to TerraTal must be sent to the following address:

TerraTal

11700 Preston Drive

Suite #660-292

Dallas, TX 75230

 

Notice to you may be effected by sending email to the email address specified in your account, and is deemed received when sent.

 

You may not assign or delegate any of your rights or obligations hereunder without TerraTal’s prior written consent and any such attempt is void. TerraTal may freely assign or delegate its rights and obligations hereunder without notice to you. TerraTal and you are not legal partners or agents, but are independent contractors.

 

17. Social Referral Network (SRN)

As a registered Employer on the Site, you may be granted access to utilize our Social Referral Network (SRN). You acknowledge and agree that access, participation and use of the SRN will be governed by both this user policy agreement and a supplemental SRN User Policy & Terms of Service Agreement.

 

18. Cookies

By accessing the site you are consenting to TerraTal’s use of Cookies. Like most websites we use Cookies for a variety of purposes in order to improve the user experience and enhance the value we provide to our users. We use Cookies both when you are logged into your account and or when you are not. If you disable the Cookies, certain functionality may be limited within the Site adversely impacting your user experience. From time to time, we may change at our sole discretion the types and purposes of Cookies our use in connection with the services we provide.

 

19. Fees / Pricing / Billing

The annual Subscription Fees and Billing terms for Employers to access in its entirety The Global Talent Exchange platform are determined on a customer by customer basis and will be clearly identified on the Exhibit A provided to you for review and to accept/agree too prior to activating your account. While the Exhibit A is provided as a separate document all the benefits of the Exhibit A are contingent upon acceptance and unrestricted agreement to the Terms and Conditions outlined in this Terms of Service document. If you are registering to access and utilize only the Social Referral Network component of The Global Talent Exchange, all applicable fees will be outlined in the Employers SRN User Policy & Terms of Service Agreement.