Terms of Service
Scoutible, Inc. (“Scoutible,” “we,” “us,” or “our”) invites you (which term, as used herein, includes you personally and the company or organization (the “Employer”) on whose behalf we may provide services and in connection with the services you may be allowed) to use our mobile application and website (collectively, the “Services”) which you can download on the Apple App Store, Google Play Store, or access at www.scoutible.com and www.hire.scoutible.com (collectively, the “Site”).
Please read these Employer Terms of Service (“Terms of Service” or “Terms of Use”) carefully. By logging in and accessing the Site and/or otherwise by accepting our performance of Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and to the collection and use of your information as set forth in our Privacy Policy. This is a legally binding contract with Scoutible. If you do not agree to this contract (“Contract” or “Terms of Service” or “User Agreement”), do not access or otherwise use any of our Services. If you wish to terminate this contract, you may do so at any time by closing your account and no longer accessing or using our Services.
If you are accepting these Terms of Service on behalf of, or for the benefit of, your Employer, then you are agreeing to these Terms of Service on behalf of yourself and your Employer, and you represent and warrant that you are at least 18 years old or older and you have the authority to bind your Employer to the terms and conditions set forth in these Terms of Service.
If you do not have such authority, or if you do not agree to all of the terms in these Terms of Service, then you are not permitted to use the Services and you should stop using the Services and the Site immediately.
These Terms of Service may be updated by us from time to time with or without notice to you, and so you should review this page periodically. When material changes are made to these Terms of Service, we will update the “Last Updated” date at the bottom of this document and notify you that material changes have been made. utilizing the email address you provided us. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date. You agree to keep your contact information up to date.
Your continued use of the Site and/or Services constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
We provide visitors and Candidates access to our Services subject to our Candidate & Visitor Terms of Service.
DESCRIPTION OF OUR SERVICES
Scoutible is an online assessment and recruiting marketplace as well as a coaching platform, including through the use of artificial intelligence such as in Scoutible’s product “Hero Mode”.
Our recruiting Services allow you to connect with individuals seeking employment opportunities (each, a “Candidate”). The Service provides software including apps and games that help identify a person's natural strengths. We serve as anintermediary between Candidates and Employers. Scoutible is not involved in any contract of employment and is not bound by any contractual agreement arising between Candidates and Employers, whether or not Scoutible receives some form of remuneration in connection with the transaction. Your interaction with a Candidate may result in an offer for employment (“Job Offer”). Candidates may, in their sole discretion, accept or reject connection requests and/or a Job Offer.
Our coaching Services allow you to get on-demand coaching from AI-generated, fictional characters representing the likeness of certain celebrities. Scoutible’s use of such characters is for your educational purposes. By utilizing the coaching platform, you acknowledge that you are engaging with technology and not the actual celebrity depicted. You further acknowledge that the actual celebrity may not have been involved in or even aware of this AI-generated character utilized for your coaching.
RIGHTS TO THE SERVICES
Subject to the terms and conditions of these Terms of Service, your use of the Site shall be considered to be a non-exclusive, limited, non-transferable, freely revocable right to use the Site and the Services only and as permitted by the features of the Services. Scoutible reserves all rights not expressly granted herein in the Services and the Scoutible Content (as defined below). Scoutible may terminate these provisions or rights at any time for any reason or no reason.
CHANGES TO THE SERVICES
We may, without prior notice, make changes, correction or improvements to the Services; stop providing the Services or features of the Services, to you or to users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms of Service, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms of Service.
ACCOUNT CREATION
In order to access and use the Services, you must activate an Employer account. You may never use another user’s account without permission. During the onboarding process, you will have to provide your name, email address, and company name, and you will be asked to create a password for your account. You represent and warrant that all account creation information you submit to us is truthful, complete and accurate, and you will maintain the accuracy of such information. Creating an account with false information is a violation of our terms. You agree that your account is for your use only and, further, that a subscription to any “unlimited” plan refers exclusively to your own use, which must be reasonable. Sharing of account information is strictly prohibited.
You are solely responsible for the confidentiality of your Employer account and for the activity that occurs on the account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, and symbols) with your account. You will promptly inform us of any need to deactivate your Employer account. We reserve the right to delete or change your Employer account at any time and for any reason. We are under no obligation to accept any individual as an Employer and may accept or reject any registration in our sole and complete discretion.
You are responsible for anything that happens through your account unless you close it or report misuse. You must notify us immediately of any breach of security or unauthorized use of your Employer account. Scoutible will not be liable for any losses caused by any unauthorized use of your Employer account. You may control your Employer account and how you interact with the Services by changing the settings in your Settings Page. By providing Scoutible your email address, you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
As between you individually and others (including your employer), your account belongs to you. However, if the Services were purchased by another party for you to use, the party paying for such Service has the right to control access to the Services; however, they do not have rights to your personal account.
FEES
Scoutible’s platform and assessment tool is offered at no charge. The Company reserves the right to change its fees and institute new charges at any time, upon providing prior notice to you, which maybe sent by email or posted on the website or app. Use of the Services following such notification constitutes your acceptance of any new or increased charges or other changes. If any such new or increased charges or other changes are unacceptable to you, you may cancel at any time. However, the Company is not obligated to refund or prorate fees that have accrued to account(s) before the cancellation. Fees may be in the form of one-time fees and/or subscription payments. The Company will provide a process to pay the fee(s) that may require (i) the use and storage of a valid credit card that is under your own name or that you are authorized to use for such purpose; and (ii) the use of a third party payment processor such as PayPal or Stripe. Recurring subscription fees will automatically renew, unless you affirmatively cancel your subscription prior to the beginning of the next applicable period for which the subscription corresponds. For each month that your subscription is active, you acknowledge and agree that the Company is authorized to charge the same credit card for the subscription fee. You agree to promptly notify the Company of any changes to your credit card while any subscriptions are active. You are responsible for all applicable fees and charges incurred, including applicable taxes, transactions and subscriptions made by you or by anyone that has used your account(s), including your colleagues, family, or friends. You agree to pay all applicable fees. You also agree that any assignee or successor of your contractual obligations by virtue of a sale, exit, or change of control transaction will also be obligated to pay any fees, including success fees for Candidates that you discover through the Services. You agree that an adjusted success fee, equal to no less than two times original fees, will be due if your organization is found in violation of the Service's stated fee agreements.
SATISFACTION POLICY (REFUNDS & REPLACEMENTS)
We will process all requests for replacements or refunds in accordance with our policies. We offer the following policy on success fees: A full refund is offered if a new hire is no longer employed at the organization within their first 30 days.
Replacement candidates are offered at no additional cost if a new hire separation occurs within the first 60 days.
By request prior to hire, success fees can be adjusted to industry standard rates (25% of the hire's first year salary) and a 90-day refund or replacement guarantee can be offered.
USE OF PERSONAL DATA
Your use of Services may involve the transmission to us of certain personally-identifiable information. You understand that by using the Services you consent to the collection, use, and disclosure of your personally identifiable information as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to, and processed in the United States or Canada.
COMMUNITY GUIDELINES
Scoutible’s community, like any community, functions best when its people follow a few simple rules.
By accessing and/or using the Site and/or Services, you hereby agree that:
You will not use the Site or the Services for any unlawful purpose or to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;
You will not access or use the Site or the Services to collect any market research;
You will not access or use the Site or the Services to upload, post, e-mail, transmit, or otherwise make available any content that:
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
You will not “stalk” or otherwise harass another user of the Site and/or Services or any other person;
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
YOU FURTHER AGREE NOT TO ENGAGE IN ANY OF THE FOLLOWINGSTRICTLY PROHIBITED ACTIVITIES THROUGH YOUR USE OF THE SITE OR THESERVICES:
copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping” including of API or other data from the Services;
reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code for the Services or any related technology that is not opensource;
using any automated system, including without limitation, “robots,” “bots”, “spiders,” “offline readers,” or any other automated methods to access any data or informationfrom the Site or Services (except that Scoutible grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from Scoutible.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
interfering with the operation of, or placing an unreasonable load on, the Services, including through the use of spam, chain letters, unsolicited email, denial of service attack, viruses, or gaming algorithms;
attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
uploading invalid data, viruses, worms, or other software agents through the Services;
collecting or harvesting any personally identifiable information, including account names, from the Services;
using the Services for any commercial solicitation purposes;
impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity;
engaging in framing, mirroring, or otherwise copying or simulating the appearance of function of our Services;
interfering with the proper working of the Services;
accessing any content on the Services through any technology or means other than those provided or authorized by the Services;
accessing any content on the Services for any purpose other than the Services' intended use;
using the Site or our Services at any frequency beyond what one user reasonably would including through misuse , abuse, or excessive activity;
create multiple accounts for you for any reason, including, without limitation, in order to obtain the same promotion multiple times; or
bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Site and/or the Services, or any portion of the Site and/or the Services, without notice. Engaging in any prohibited use of the Site or the Services can result in immediate termination of your account and/or restriction of your access to our platforms.
SCOUTIBLE CONTENT
Except for the Employer Content, the Site and the Services and all materials contained therein, including, but not limited to software, text, graphics, copy, images, artwork, logos, trademarks, service marks, copyrights, sound recordings, audiovisual works, photographs, content belonging to other users, including, but not limited to, Candidate Content (as defined below) and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look, and feel, and arrangement of the Services (collectively referred to as the “Scoutible Content”), and all intellectual property rights related thereto, are the exclusive property of Scoutible and its licensors (including, but not limited to, other employers, Candidates and users who post content to the Services). Except as explicitly provided herein, nothing in these Terms of Service shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Scoutible Content, or otherwise use the Scoutible Content in any way for any public or commercial purpose. Use of the Scoutible Content for any purpose not expressly permitted by these Terms of Service is strictly prohibited.
You acknowledge that Scoutible utilizes artificial intelligence, including through third parties such as “ChatGPT”, and that AI and machine learning are rapidly evolving fields that may result in misleading, unreliable, unsafe, or otherwise inaccurate output. You agree that Scoutible is not endorsing, adopting, or in any way responsible for the output of any third party services, even when integrated into Scoutible’s platform(s). You should evaluate the accuracy of any output generated as appropriate for your use case, including through human review, and agree that Scoutible is not liable for any harm whatsoever that may result from use of AI-generated output.
Notwithstanding anything set forth in these Terms of Service, Employer may (a) make a limited number of copies of Candidate Content, and (b) distribute such content solely internally to its employees, in each case, (a) and (b), solely to the extent necessary to promote Employer’s hiring of the Candidates to whom such Candidate Content belongs. You must retain all copyright and other proprietary notices contained in the original Scoutible Content on any copy you make of the Scoutible Content. The use or posting of the Scoutible Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of these Terms of Service, your permission to access and/or use the Scoutible Content, any access to the Site and/or the Services automatically terminates and you must immediately destroy any copies you have made of the Scoutible Content.
We reserve the right to remove Content that violates the Terms of Use, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, or harassment. Information regarding specific policies and the process for reporting or appealing violations can be found below:
If you believe that your Content has been copied in a way that constitutes copyright infringement, please report this by reporting the content to our Help & Support or by utilizing the report system function.
CONTENT VIOLATIONS
You can report directly from an individual post for certain violations, including: spam, abusive or harmful content, inappropriate ads, violence, adult inappropriate content, intellectual property infringement.
If for any other reason, you wish to report the post, send the link to the post to our Help & Support team with your specific violation reason. How to report individual posts for violations:
Open the post you’d like to report.
- Select the overflow or ellipses icon
- Select “Report this post”
- Select the type of issue you’d like to report.
Once you’ve submitted your report, we’ll remove that post for your viewing and flag it to Scoutible for attention. Scoutible can sustain the post or remove it for all viewers.
YOUR CONTENT
As noted above, the Services provide Employers the ability to post and upload content including but not limited to, job description, and selection criteria (collectively, the “Employer Content”). You expressly acknowledge and agree that once you submit your Employer Content through the Services, it will be accessible by Candidates, and that there is no confidentiality or privacy with respect to such Employer Content, including, without limitation, any personally identifying information that you may make available through the Services. YOU, AND NOT Scoutible, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR EMPLOYER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.
Except for the license provided in this Section, you retain all copyrights and other intellectual property rights in and to your own Employer Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Employer Content as reasonably necessary to provide the Services to you under these Terms of Service.
If you submit Employer Content to us, each such submission constitutes a representation and warranty to Scoutible that you own or otherwise have the valid right, by contract or otherwise, to grant to Scoutible the rights and licenses described in these Terms of Service, deliver to Scoutible the Employer Content and Scoutible may use the Employer Content as permitted herein without violating any applicable law, rule or regulation or infringing or misappropriating any intellectual property or moral rights of any person, and that such Employer Content does not contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.
COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Service or our products (collectively, the “Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Scoutible under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Scoutible does not waive any rights to use similar or related ideas previously known to Scoutible, or developed by its employees, or obtained from sources other than you.
NO WARRANTIES
NONE OF SCOUTIBLE, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “SCOUTIBLE PARTIES”) ENDORSE ANY CANDIDATE, EMPLOYER, ANY CANDIDATE CONTENT OR ANY CONTENT MADE AVAILABLE BY ANY EMPLOYER THROUGH THE SERVICES. YOU ACKNOWLEDGE THAT THE SERVICES MERELY ASSIST EMPLOYERS IN IDENTIFYING CANDIDATES THAT THEY ARE LOOKING TO HIRE. NONE OF THE SCOUTIBLE PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN CANDIDATES AND EMPLOYERS OR FOR ANY RESULTS CAUSED BY USING THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE.THE SERVICES AND THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES, THE SITE AND THE SCOUTIBLE CONTENT IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE SITE AND THE SCOUTIBLE CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SCOUTIBLE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, NONE OF THE SCOUTIBLE PARTIES WARRANT THAT THE SCOUTIBLE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SITE OR SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY SCOUTIBLE CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE AND/OR SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SITE OR THE SERVICES.THE LAW IN CERTAIN JURISDICTIONS DOES NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF SERVICE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY ACCORDING TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS OF SERVICE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY OF THE SCOUTIBLE PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUES, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, EVEN IF SUCH SCOUTIBLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. UNDER NO CIRCUMSTANCES WILL SCOUTIBLE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR EMPLOYER ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE SCOUTIBLE PARTIES FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, EXCEED, THE TOTAL FEES RECEIVED BY SCOUTIBLE FROM YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF WHICH SUCH CLAIM ARISES.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF SERVICE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY ACCORDING TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS OF SERVICE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM UNDER THESE TERMS OF SERVICE MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ARISES.
INDEMNIFICATION
14.1 - You will defend, indemnify, and hold the Scoutible Parties harmless from and against any and all losses, liabilities, damages, demands, claims (including taxes), costs, payments and expenses (including any and all reasonable legal fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties) as incurred, arising out of or in connection with any third-party claims (a) arising from or relating to (i) a violation or alleged violation of any applicable laws; (ii) your use of the Site, the Services, and/or the Scoutible Content in breach of these Terms of Service, or (iii) the Employer Content or use of the Employer Content by any of the Scoutible Parties in accordance with these Terms of Service infringing or misappropriating any intellectual property rights of, including without limitation, any copyright, trademark, trade secret, patent, privacy or publicity rights; or (b) brought against any Scoutible Party by a Candidate as a result of any of your gross negligence or willful misconduct or in relation to Employer Content.
14.2 - Scoutible will indemnify, defend and hold you, your affiliates, subsidiaries or any of your or their officers, directors, employees or agents (collectively, the “Employer Parties”) from and against any and all losses, liabilities, damages, demands, claims (including taxes), costs, payments and expenses (including any and all reasonable legal fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties) as incurred, to the extent arising directly out of third-party claims to the extent arising out of your use of the Services consistent with this Agreement infringing or misappropriating any intellectual property rights of, including without limitation, any copyright, trademark, trade secret, patent, privacy or publicity rights except to the extent (a) any such claim arises from your gross negligence, willful misconduct, or fraud; or (b) you are subject to indemnification obligation hereunder. The foregoing indemnification obligations in this Section 14.2 do not apply with respect to portions or components of the Services (i) not supplied by Scoutible, (ii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iii) where any of the Employer Parties continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (iv) where any of the Employer Parties use of the Service is not strictly in accordance with this Agreement.
14.3 - The party to be indemnified (“Indemnified Party”) will give the indemnifying party (“Indemnifying Party”) prompt notice of any claim described in Sections 14.1 or 14.2 (as applicable) (but the failure to give such notice will not relieve the Indemnifying Party of any of its obligations under Sections 14.1 or 14.2 (as applicable) except to the extent the Indemnifying Party is materially prejudiced thereby), will allow the Indemnifying Party control of the defense of any such claim made against it (so long as any settlement (a) does not, without the Indemnified Party’s prior written approval, (i) involve the admission of any wrongdoing by any of the Indemnified Parties, (ii) restrict any Indemnified Parties’ future actions, or (iii) require any Indemnified Party to take any action, including the payment of money, and (b) includes a full release of all of the Indemnified Parties), and will give the Indemnifying Party reasonable assistance, at the Indemnifying Party’s expense, requested by the Indemnifying Party in writing in connection therewith. Each applicable Indemnified Party will have the right to participate in the defense of any such claim at its own expense, and such participation by such Indemnified Party will not relieve the Indemnifying Party of its indemnification obligations under Sections 14.1 or 14.2 (as applicable).
EXTERNAL SITES
The Site and the Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
ACTIVE RECRUITING PROCESS
You hereby agree that: No Active Recruiting Process (as defined below) has been in place between you and any Candidate for thirty (30) days prior to the date on which you first interact with such Candidate through our Services. For the purposes of these Terms of Service, “Active Recruiting Process” means a continuous direct, back and forth communication between an Employer and a Candidate in an active recruiting or hiring context where a decision to put a Candidate on hold or a decision to reject such Candidate has not been made.
You will promptly inform us if your Job Offer is accepted by a Candidate and also provide us with certain details on the accepted Job Offer.
You will promptly notify us if the Candidate’s employment does not commence or is terminated within the relevant period after the start date that you agree to with the Candidate.
You will use any content including but not limited to, resume / CV and job preferences submitted by the Candidate (collectively, the “Candidate Content”) in accordance with Section 17 of these Terms of Service.
You will not disclose the names and identities of any Candidates listed in any Showcase outside of your recruiting or hiring department.
You will take appropriate physical, technical and administrative measures to protect Candidate Content from loss, misuse, unauthorized access, disclosure, alteration or destruction.
You will not attempt to circumvent our Services by independently attempting to communicate and hire any of the Candidates through alternative means after discovering such Candidates through our Services.
DATA SECURITY OBLIGATIONS
You will: maintain, monitor and enforce a comprehensive written data security program and only Process (as defined below) Candidate Content in compliance with these Terms of Service and all applicable laws, regulations, government standards, industry standards, and best practices pertaining to privacy, data Processing, data protection, data security, encryption, and confidentiality (collectively, “Applicable Processing Laws”). As used in these Terms of Service, “Process” means to obtain, have access to, organize, copy, alter, use, disclose, store, erase, destroy or any other form of processing.
You will maintain, monitor and enforce a data loss prevention automated program designed to detect and block data transfers of Candidate Content, if such transfers do not comply with these Terms of Service.
You will use your data security program to maintain, monitor and enforce reasonable organizational, administrative, technical and physical safeguards to protect the security, integrity, confidentiality and availability of Candidate Content, including to protect against: (a) any and all anticipated threats or hazards, and (b) any and all accidental, unauthorized or unlawful Processing, loss, or other compromise of Candidate Content (each, a “Security Incident”). You will promptly remediate all Security Incidents. You agree to provide prompt notice to Scoutible in the event of a Security Incident.
You will provide Scoutible with prompt written notice of any material modification to the process, method or means by which Candidate Content is processed (including any geographic change).
Except as expressly permitted in these Terms of Service, you will not remove or transfer any of the Candidate Content outside of the Site and/or Services.
COPYRIGHT COMPLAINTS
Scoutible respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) and any other like legislation for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Customer Support Scoutible, Inc. 340 S Lemon Ave, Suite 1501Walnut, CA, 91789
If you believe that your work has been copied on the Site and/or the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (a) a description of the copyrighted work that has been infringed and the specific location on the Site and/or the Services where such work is located; (b) a description of the location of the original or an authorized copy of the copyrighted work; (c) your address, telephone number and e-mail address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (e) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (f) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
MISCELLANEOUS
These Terms of Service will inure to the benefit of our successors, assigns and any licensees, and sublicensees, if applicable. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Scoutible without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, that may be caused by reasons beyond our reasonable control including, but not limited to, acts of God, earthquakes, war, insurrection, riots, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, or failure or shortage of infrastructure.
These Terms of Service will be governed by and construed in accordance with the copyright laws of the jurisdiction in which the Services are performed and the internal law of the State of New York, without regard to the conflicts of law principles thereof, and any action brought in relation to this Agreement will be brought in a Federal or State court in New York County, New York State. Each party waives any right to trial by jury with respect to any dispute, suit, action or proceeding arising out of or relating to this Agreement or otherwise relating to the relationship of the parties, whether in contract, tort or otherwise. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Scoutible’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service, together with any amendments and any additional agreements you may enter into with Scoutible in connection with the Service, shall constitute the entire agreement between you and Scoutible concerning the Service. If any provision of these Terms of Service are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. Notwithstanding the foregoing or anything else in these Terms of Service, the terms of these Terms of Service that by their terms are perpetual or are otherwise intended to survive these Terms of Service will survive the termination or expiration of these Terms of Service.
The section headings in these Terms of Service are provided merely for convenience and shall not be given any legal import.
Please contact support@scoutible.com with any questions regarding these Terms of Service.
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