If you use our Services on behalf of another person or entity, (a) all references to “you” throughout the Service Agreement will include that person or entity, (b) you represent that you are authorized to accept the Service Agreement on that person’s or entity’s behalf, and (c) if you or the person or entity violates the Service Agreement, the person or entity agrees to be responsible to us. We reserve the right to exclude any User from the Services if the User has been removed or suspended previously from the Services.
3. Site Usage and Advertising Opportunities
3.1 Company’s Site allows you to advertise open permanent positions and temporary positions, together as “Opportunities,” and to hire on a temporary basis (“Temporary Placement”) through Company or in a direct employment (“Permanent Placement”) relationship with Candidates. In order to advertise an available Opportunity on the Site to Candidates, you must include the following information: (a) the URL to your professional website; (b) an accurate job description; (c) specific performance expectations; (d) other essential requirement information; and (e) any other information Company may reasonably request through the Site or otherwise.
3.2 Company will match potential Candidates in accordance with the terms and conditions set forth in the Service Agreement. Company’s Site allows you to review profiles of matched and recommended Candidates, some of which are verified by at least one Company recruiter. Company’s verification process includes resume review, profile review and an interview. Company may notify you via email or through the Site of matched or recommended Candidates. While Company does not require you to select any Candidate to fulfill an Opportunity within any specific period of time, once notified of applicable Candidates, Company does not guarantee the availability of any Candidate to fulfill such Opportunity.
3.3 You will be responsible for, and remain liable for, all Opportunities listed through the Site. You represent, warrant and covenant that: (a) you will advertise the Opportunity and communicate with the Candidates in a professional manner; (b) you will provide a suitable work environment; (c) you will maintain full compliance with all applicable laws; (d) you will remain responsible for all Opportunities, including, but not limited to, paying wages and taxes associated with the Candidates you hire directly as employees, contractors, consultants or otherwise; and (e) you will remain responsible for you and your authorized users’ use of the Services.
4. Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, are owned by Company or our licensors and are protected under United States laws. Except as explicitly stated in the Service Agreement, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with the Service Agreement, you are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, revocable license to access and use our Services to advertise and offer Opportunities to actual and potential Candidates and to transact with such Candidates for such Opportunities, including communicating with such Candidates through the Services. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
5. Trademarks and Authorization
5.1 The “Premier Talent Partners” name, as well as all our logos, product or service names, slogans and the look and feel of the Services are trademarks of Company and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners.
5.2 You authorize Company permission to use your business name and logo for promotions and advertisements related to Company website and social media and hereby release Company from all liability relating to the publication or use of said materials.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and its respective officers, directors, agents, partners and employees (individually and collectively, the “Company Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content or Feedback; (c) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); (d) your actual or alleged breach of any of your warranties, representations or obligations in the Service Agreement; (e) any of your acts or omissions, willful misconduct or strict liability; (f) your failure to satisfy any of your tax or withholding obligations; or (g) claims arising out of your liability to your employees, contractors or agents, including any Candidates you hire. Company will promptly notify you of any Claims, and you will cooperate with Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Company Parties will have control of the defense or settlement, at Company’s sole option, of any third-party Claims.
7. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND THE OTHER COMPANY PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR LOST PROFITS YOU MAY EXPERIENCE, EVEN IF COMPANY OR THE OTHER COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF COMPANY AND THE OTHER COMPANY PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID BY YOU TO USE OUR SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE TIME WHEN THE FIRST CLAIM AROSE, UNLESS APPLICABLE LAW OTHERWISE APPLIES. NOTHING IN THIS SECTION SHALL LIMIT ANY INDEMNIFICATION OBLIGATIONS YOU OWE THE COMPANY UNDER THE SERVICE AGREEMENT. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY, DEATH OR PROPERTY DAMAGE CAUSED BY THE SERVICES OR FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT OF COMPANY OR OTHER COMPANY PARTIES.
To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
9. Governing Law and Arbitration
9.1 Governing Law. Any dispute arising from the Service Agreement and your use of the Services will be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to conflict of law rules or principles.
9.2 Waiver; Dispute Resolution. Any claim arising out of or related to the Service Agreement or our Services must be filed within one (1) year after such claim arose, unless applicable law does not permit waiving a statute of limitations; otherwise, the claim is permanently barred, which means that you and Company will not have the right to assert the claim. You and Company waive your rights to a jury trial and to have any dispute arising out of or related to the Service Agreement or our Services resolved in court. Instead, for any dispute or claim that you have against Company or relating in any way to the Services, you agree to first contact Company and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Company by email at firstname.lastname@example.org or by certified mail addressed to Premier Talent Partners, Attn: Legal Notice, 3595 Mt. Diablo Blvd, Suite 340, Lafayette, Ca 94549. The Notice must (a) include your name, address, email address and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Company will provide notice to Client using the most recent contact information supplied to Company by Client through either Company’s website or Company’s phone representative.
9.3 Arbitration. If you and Company cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in San Francisco, California or may be conducted telephonically or via video conference for disputes alleging damages less than $2000, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. You and Company agree that the Service Agreement affects interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, the Service Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual, unless applicable law requires otherwise. The arbitrator, Company, and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
9.4 Fees. You and Company agree that the JAMS fees and costs will be equally shared. For any arbitration initiated by Company, Company will pay all JAMS fees and costs. You and Company agree that the state or federal courts of the State of California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
10. Modifying and Terminating the Services
Company reserves the right to modify the Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services. All provisions of the Service Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability and the miscellaneous section.
All information (including third-party information) provided or made available by either party to the Service Agreement in connection with the Services or the Service Agreement, in whatever form or medium (including electronic, written, oral or visual mediums) regardless of whether such is marked or identified as “confidential,” will be deemed to be confidential. This includes, without limitation, information related to either party’s business, financial and technical information, business and marketing plans and other information of every kind that relates to the business of either party, together with all information that has been delivered to either party prior to the date of the Service Agreement, other than information that: (a) is already in the receiving party’s possession from a third party, as shown by documentation; (b) is or becomes publicly available through no fault of the receiving party; or (c) is obtained from a third person without breach by such third person of an obligation of confidence. All such confidential information remains the property of the disclosing party. The receiving party agrees to use such confidential information only to make use of the Services. Each party will be entitled to injunctive relief for any violation of this Section 11.
The failure of either party to exercise or enforce any right or provision of the Service Agreement will not operate as a waiver of such right or provision. If any provision or part of a provision of the Service Agreement is unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from the Service Agreement and does not affect the validity and enforceability of any remaining provisions. The section titles in the Service Agreement are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, the Service Agreement is intended solely for the benefit of the parties and is not intended to confer third-party beneficiary rights upon any other person or entity. Both parties agree that communications and transactions between them may be conducted electronically. In the Service Agreement: (a) the word “including,” and words of similar import will mean “including, without limitation,” unless otherwise specified and (b) “or” is used in the sense of “and/or”; “any” is used in the sense of “any or all”. The Service Agreement may not be assigned or otherwise transferred by you without Company’s prior written consent. The Service Agreement may be assigned by Company without restriction. The Service Agreement is binding upon any permitted assignee. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
13. Copyright Complaints and Content Removal Policy
Company respects the intellectual property rights of others and will respond to notices of alleged copyright infringement that comply with the law. Company reserves the right to delete or disable User Content alleged to violate copyright laws or the Service Agreement and reserves the right to terminate the account(s) of violators. If you believe there has been a violation of your intellectual property rights, please contact Company’s designated agent for alleged copyright infringement or by sending a notice to email@example.com with the following information:
- an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed;
- a description of where the material is located on the Site;
- your address, telephone number and e-mail address;
- a statement of your good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and,
- a statement by you, 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.
Neither party may solicit to hire the other’s employees during the term of the Service Agreement. If a solicited hire is made, both parties agree that the hiring party will pay a fee, equal to the Placement Fee outlined in the Services Exhibit. This provision does not apply where an employee has sought out employment with the other party voluntarily and without provocation or encouragement from the hiring employer.