Fulfillment Policy and Terms of Service
Last updated: Nov 3rd, 2024
The following Terms of Service (“Terms of Service”) for Job Guy Co. are the terms and conditions that govern Your access to and use of Job Guy’s confidential interactive job platform for job seekers navigating the hidden job market and employers seeking top talent (“Platform”) and any associated or other software, services, products, features, or tools provided by Job Guy (the provision of the Platform, together with the foregoing, are collectively the “Services”). The following Terms of Service are a legal, binding agreement between Job Guy Co. (“Job Guy”) and You. “You” shall mean the individual and the legal entity on whose behalf you are accessing or using the Services, as either: (i) an individual or entity that is accessing the Platform to post a job or utilizing the features, functionality, or services offered via the Platform to identify Prospects (defined below) for employment (an “Employer”), or (ii) an individual who is accessing the Platform to search for a job or utilizing the Services for any purposes other than as an Employer (a “Prospect”). Any reference to Job Guy will include any and all of its affiliates, parent companies and wholly-owned subsidiaries. These Terms of Service are binding upon You effective from the date of Your acceptance, either by registering, signing an agreement, or otherwise using the Services.
IMPORTANT: PLEASE BE ADVISED THAT BY AGREEING TO JOB GUY’S TERMS OF SERVICE YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS IT CONTAINS PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND JOB GUY, INCLUDING THE ARBITRATION AGREEMENT IN SECTION 13 BELOW. THE ARBITRATION AGREEMENT REQUIRES YOU TO RESOLVE ALL DISPUTES WITH JOB GUY ON AN INDIVIDUAL BASIS AND THROUGH FINAL AND BINDING ARBITRATION. THESE TERMS OF SERVICE OUTLINES HOW SUCH CLAIMS ARE RESOLVED. BY AGREEING TO THESE TERMS OF SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THEM AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
JOB GUY PROVIDES YOU ACCESS TO ITS SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS OF SERVICE AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH ALL TERMS AND CONDITIONS IN THESE TERMS OF SERVICE. BY CLICKING “ACCEPT”, OR BY ACCESSING OR USING THE SERVICES YOU ACCEPT THESE TERMS OF SERVICE AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, (A) JOB GUY MAY IMMEDIATELY SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICES, AND (B) YOU MUST NOT ACCESS OR USE THE SERVICES. THE INDIVIDUAL ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF YOU REPRESENTS AND WARRANTS THAT: (1) SUCH INDIVIDUAL IS AT LEAST 18 YEARS OF AGE; AND (2) SUCH INDIVIDUAL HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE AND BIND YOU TO ALL TERMS AND CONDITIONS SET FORTH IN THESE TERMS OF SERVICE.
1. PLatform, SERVICES AND FEES. Unless otherwise set forth in another written agreement between You and Job Guy (or any of Job Guy’s affiliates) and subject to the terms in this Section 1, the Services will be accessible to You at the fees based upon Your selected subscription plan. You are responsible for any taxes associated with Your use of the Services. Any additional usage beyond the agreed subscription plan will incur extra charges, and Job Guy may invoice You for overages. Job Guy may change its fees and payment policies for the Services from time to time including but not limited to the addition of costs for geographic data, the importing of cost data from vendors, or other fees charged to Job Guy by third party vendors for the inclusion of data in the Services. The changes to the fees or payment policies are effective upon Your acceptance of such changes which will be posted on the site’s login page (or such other URL Job Guy may provide from time to time). Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of these Terms of Service for any reason and any collection expenses (including attorneys’ fees) incurred by Job Guy will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with Your account. Job Guy may suspend Services without liability and without notice if You fail to pay any fees or other amounts when due, You violate these Terms of Service or Job Guy reasonably believes that you violated or are violating these Terms of Service. All fees are due and payable 30 days after the date on the applicable invoice. All past due amounts will accrue interest at the lesser of: the rate of 18% per annum or the highest rate allowable under applicable law.
2. CONFIDENTIALITY.
2.1 Definition. For the purposes of these Terms of Service, “Confidential Information” means, without limitation, any and all nonpublic or proprietary information, documentation, or knowledge concerning any of the following, as it pertains to Job Guy: accounts and billings, business (past, present or future) information or activities, computer software or hardware, computer/software code(s) and coding, business or technical concepts, contemplated new products or services, contracts, customer lists and information, data analyses and compilations, designs, diagrams, discoveries, drawings, financial information, flow charts, forecasts, information systems data and materials, inventions, innovations, know how, marketing plans and information, physical or digital materials, methods, models, operations information and data, plans, business policies and procedures, price lists and policies, procedures, processes, product and service information, business programs, business records, research, sales data and documents, specifications, suppliers, systems, technical data, techniques, and trade secrets. All information furnished hereunder or made available in any manner pursuant to this confidentiality agreement is deemed confidential information whether or not identified as such.
2.2 Exclusions. Confidential Information does not include that which (i) is or becomes part of the public domain other than as a result of disclosure by one of the parties; (ii) becomes available to You on a non-confidential basis from a source other than Job Guy, provided that source is not bound with respect to that information by a confidentiality agreement with Job Guy or is otherwise prohibited from transmitting that information by a contractual, legal or other obligation; or (iii) was already lawfully known by and was reduced to writing by You prior to the date of these Terms of Service, access to any Confidential Information or services, or any confidential discussions between the parties. In any dispute with respect to these exclusions, the burden of proof will be on the party claiming the exclusion applies and such proof will be by clear and convincing evidence. Notwithstanding anything to the contrary, the following are deemed to always be included within Confidential Information of Job Guy: Platform and Services.
2.3 Disclosure. You will not use or disclose Confidential Information without Job Guy’s prior written consent except for the purpose of performing Your obligations under these Terms of Service. If You are compelled to disclose Confidential Information by a court of competent jurisdiction, You shall give Job Guy as much notice as is reasonably practicable prior to disclosing such information.
2.4 Return. Upon termination or expiration of these Terms of Service, You will promptly either return or destroy (at Job Guy’s direction) all Confidential Information and, upon request, provide written certification of such.
2.5 Use. You are responsible for safeguarding the confidentiality of Your password(s) and user name(s) issued to You by Job Guy, and for any use or misuse of Your account resulting from any third party using a password or user name issued to You. You agree to immediately notify Job Guy of any unauthorized use of Your account or any other breach of security known to You.
3. INFORMATION RIGHTS AND PUBLICITY. Job Guy may retain and use, subject to the terms of its Privacy Policy (located at https://joblasso.com/privacy-policy/, or such other URL as may provide from time to time), information collected in Your use of the Services. Except as set forth in the Privacy Policy, Job Guy will not share information associated with You with any third parties unless Job Guy (i) has Your consent; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of Job Guy, its users or the public; or (iii) provides such information in certain limited circumstances to third parties to carry out tasks on Job Guy’s behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Job Guy. When this is done, it is subject to agreements that oblige those parties to process such information only on Job Guy’s instructions and in compliance with these Terms of Service and appropriate confidentiality and security measures.
4. CUSTOMER DATA.
4.1 Your Customer Data. You will not (nor allow any third party to) use the Services to track or collect personally identifiable information of Internet users. You will have and abide by an appropriate privacy policy and will comply with all applicable laws relating to the collection of information sent. You hereby grant Job Guy a fully paid, royalty-free, worldwide license to use, reproduce, modify, distribute and display Customer Data for the purposes of providing the Services, for all purposes set forth in the Privacy Policy and to create Aggregated Statistics. “Customer Data” means any data, including that contained in any User Documents or Employer Materials, that is provided or made available by or on behalf of You, Users or any other of Your affiliates, personnel or representatives to Job Guy via the Services or any other products or services made available by Job Guy. In addition, You hereby acknowledge and agree that Job Guy will use, reproduce, modify, distribute and display Customer Data in accordance with these Terms of Service and as set forth in Job Guy’s Privacy Policy available at: https://joblasso.com/privacy-policy/, as may be amended from time to time.
4.2 Aggregated Statistics. Notwithstanding anything to the contrary in these Terms of Service, Job Guy may monitor Your use of the Services and collect and compile Aggregated Statistics. "Aggregated Statistics" means data and information related to Your and Users’ use of the Services that is used by Job Guy’s in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. As between Job Guy and You, all right, title, and interest in Aggregated Statistics, and all Intellectual Property Rights therein, belong to and are retained solely by Job Guy. You hereby grant Job Guy a fully paid, royalty-free, worldwide, perpetual, irrevocable, transferrable, sublicensable license to use, reproduce, modify, distribute and display Aggregated Statistics for any and all purposes.
4.3 Ownership of Your Customer Data. You retain full ownership of all Customer Data uploaded to Job Guy’s Platform and Services. You represent and warrant that: (i) You have obtained and at all times will obtain and maintain all necessary rights, permissions, consents and licenses to provide or make available Customer Data to Job Guy for all purposes contemplated under this Agreement; (ii) Job Guy’s collection, use, distribution, reproduction, display and processing of Customer Data will not violate any applicable law, rule, regulation or industry standard or infringe or misappropriate any right or property of any party; (iii) Customer Data does not and will not contain any virus, ransomware or other harmful computer code; and (iv) Customer Data does not and will not contain any obscene, pornographic, discriminatory or unlawful material.
4.4 Use of AI . Services may incorporate artificial intelligence (“AI”) tools and technologies to enhance functionality and user experience. By using the Services, You acknowledge and agree that AI may be used to process data, including Customer Data, provide recommendations, and improve the performance of the Services. You also understand that AI outcomes are based on algorithms and data inputs, which may not always be accurate or error-free. Job Guy disclaims any and all liability for decisions made based on AI-generated outputs.
4.5 Data Security. Job Guy implements reasonable security measures to protect Customer Data from unauthorized access, disclosure, or alteration. You are responsible for maintaining the security of Your login credentials and any integrations You configure with third-party services.
5. INDEMNIFICATION.
5.1 Indemnity. You agree to indemnify, hold harmless and defend Job Guy and its officers, directors, employees, agents, affiliates, successors and assigns at Your expense, for any and all claims, actions, proceedings, and suits brought against Job Guy or any of its officers, directors, employees, agents, affiliates, successors or assigns, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees and other litigation expenses) incurred by Job Guy or any of its officers, directors, employees, agents or affiliates, arising out of, relating to, alleging or based upon: (a) Your breach of any term or condition of these Terms of Service; (b) Your use of the Services; (c) Your violations of applicable laws, rules or regulations in connection with the Services; (d) Your brand features; (e) any representations or warranties made by You concerning the Services to any third party; (f) any claims made by or on behalf of a third party pertaining to Your use of the Services; (g) violations of Your obligations of privacy to any third party; (h) any claims about acts or omissions of third parties in connection with the Services; or (i) Customer Data.
5.2 Procedure. Job Guy will provide You with written notice of any such claim, suit or action, provided, however, failure to do so does not relieve You of Your obligations in Section 8.1. You shall cooperate as fully as reasonably required in the defense of any claim. Job Guy reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You. You shall not settle any indemnified claim in any manner that requires Job Guy to admit fault, pay money or comply with any ongoing covenants.
6. INTELLECTUAL PROPERTY.
6.1 Definition of Intellectual Property. For purposes of these Terms of Service “Intellectual Property” means, without limitation: Business information, business methods, codes and coding methods, compilations, copyrightable works, works of authorship, designs, developments, discoveries, drawings, engineering, formulas, hardware configuration information, proprietary information, improvements, innovations, inventions, machines, original works of authorship, processes, products, service marks, software, technical data, technology, trade dress, trade secrets, trademarks, and writings. “Intellectual Property Rights” means any and all intellectual property rights (including without limitation copyright, trade secret, patent and trademark) that cover or protect any Intellectual Property.
6.2 Ownership. All Intellectual Property Rights in any Services (including without limitation all underlying software), website owned or controlled by Job Guy, and any other related services or products of these Terms of Service, belong to Job Guy. The rights in the Intellectual Property include, but are not limited to: all rights under U.S. and foreign trademark, trade secret, patent and copyright laws; all reproduction, performance, display and distribution rights; the right to modify, distort or alter; the right to produce derivative works; and all so-called moral rights. Intellectual Property is deemed Confidential Information.
6.3 No Implied Licenses. Except for the limited, revocable rights to access and use the Services expressly set forth in these Terms of Service, no right or license is granted under these Terms of Service by or on behalf of Job Guy to or under any Intellectual Property or Intellectual Property Right, whether by express grant, implication, estoppel or otherwise.
6.4 Feedback. You hereby grant Job Guy a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) You provide to Job Guy, without compensation, without any obligation to report on such use, and without any other restriction. The rights granted to Job Guy in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, and the right to grant sublicenses under copyright, patent, and any other form of intellectual property. Feedback is deemed to be Confidential Information of Job Guy and not Your confidential information or trade secret. “Feedback” refers to any suggestion or idea related in any way to Job Guy’s products, services, including the Services, software or technologies.
7. DISCLAIMER OF WARRANTIES.
7.1 Changes. THE INFORMATION AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. JOB GUY’S AND/OR ITS RESPECTIVE SUPPLIERS RESERVE THE RIGHT TO MODIFY, ADD, OR REMOVE FEATURES FROM THE PLATFORM AT ANY TIME WITH OR WITHOUT NOTICE, AND YOUR CONTINUED USE OF THE PLATFORM AND SERVICES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.
7.2 Errors. JOB GUY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR- FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. JOB GUY DOES NOT WARRANT OR REPRESENT THE USE OF THE SERVICES WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE.
7.3 Customer Data. YOU SPECIFICALLY AGREE THAT JOB GUY WILL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF THE CUSTOMER DATA BY THIRD PARTIES. JOB GUY ASSUMES NO RESPONSIBILITY FOR USER DOCUMENTS POSTED BY USERS AND NO RESPONSIBILITY FOR THE ACTIVITIES, OMISSIONS OR CONDUCT OF USERS. JOB GUY PROVIDES ACCESS TO THE PLATFORM FOR THE ONLINE DISTRIBUTION AND PUBLICATION OF USER SUBMITTED INFORMATION AND HAS NO OBLIGATION TO MONITOR COMMUNICATIONS OR INFORMATION IN ADVANCE AND IS NOT RESPONSIBLE FOR ANY MONITORING OR SCREENING OF USER DOCUMENTS OR CONTENT POSTED BY USERS. JOB GUY MAY INVESTIGATE ANY ALLEGED NONCONFORMING USE OF THE PLATFORM OR USER DOCUMENTS AND DETERMINE IN GOOD FAITH AND IN JOB GUY’S SOLE DISCRETION WHETHER TO REMOVE OR REQUEST THE REMOVAL OF SUCH USER OR USER DOCUMENT, UPON NOTICE BY A USER OF A USER OR USER DOCUMENT WHICH ALLEGEDLY DOES NOT CONFORM TO THESE TERMS OF SERVICE. JOB GUY HAS NO LIABILITY OR RESPONSIBILITY TO USERS FOR PERFORMANCE OR NONPERFORMANCE OF SUCH MONITORING ACTIVITIES. JOB GUY MAY TAKE ANY ACTION WITH RESPECT TO USER SUBMITTED INFORMATION THAT IT DEEMS NECESSARY OR APPROPRIATE, IN ITS SOLE DISCRETION.
7.4 As-Is. THE SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY JOB GUY EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICES, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. JOB GUY DOES NOT WARRANT THE SERVICES WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. NOTHING ON THE PLATFORM SHALL BE CONSIDERED AN ENDORSEMENT, REPRESENTATION OR WARRANTY OF JOB GUY WITH RESPECT TO ANY USER OR THIRD PARTY, WHETHER IN REGARDS TO ITS WEBSITE, PRODUCTS, SERVICES, HIRING, EXPERIENCE, EMPLOYMENT OR RECRUITING PRACTICES, OR OTHERWISE.
7.5 Basis of Bargain. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS OF SERVICE AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
7.6 Third-Party Products. JOB GUY MAY FROM TIME TO TIME MAKE THIRD-PARTY PRODUCTS AVAILABLE TO YOU. “THIRD-PARTY PRODUCTS” MEANS ANY SERVICES, SOFTWARE OR TECHNOLOGY PROVIDED OR MADE AVAILABLE TO YOU THAT IS OWNED BY A THIRD PARTY AND SUBJECT TO ITS OWN TERMS AND CONDITIONS AS REQUIRED BY THE OWNER OF SUCH SERVICES, SOFTWARE OR TECHNOLOGY. SUCH THIRD-PARTY PRODUCTS ARE SUBJECT TO THEIR OWN TERMS AND CONDITIONS AND THE APPLICABLE FLOW-THROUGH PROVISIONS. IF YOU DO NOT AGREE TO ABIDE BY THE APPLICABLE TERMS FOR ANY SUCH THIRD-PARTY PRODUCTS, THEN YOU SHALL NOT INSTALL, ACCESS OR USE SUCH THIRD-PARTY PRODUCTS.
8. LIMITATION OF LIABILITY.
8.1 CONSEQUENTIAL DAMAGES. JOB GUY WILL NOT BE LIABLE TO YOU OR ANY USER OR THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA COLLECTED THROUGH THE SERVICES, OR LOST OF BUSINESS OPPORTUNITY), OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS OF SERVICE OR ANY TRANSACTIONS CONTEMPLATED UNDER THESE TERMS OF SERVICE, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF JOB GUY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH WILL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH.
8.2 LIMITATION OF DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HERIN OR ELSEWHERE, JOB GUY AND ITS AFFILIATES’ TOTAL CUMULATIVE LIABILITY TO YOU, YOUR AFFILIATES AND ANY AND ALL OTHER PARTIES ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS OF SERVICE OR ANY TRANSACTIONS CONTEMPLATED UNDER THESE TERMS OF SERVICE WILL NOT, IN THE AGGREGATE, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO JOB GUY FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT CAUSING THE DAMAGE RELATING TO YOUR FIRST CLAIM MADE AGAINST JOB GUY UNDER OR RELATED TO THE SERVICES, THESE TERMS OF SERVICE OR ANY TRANSACTIONS CONTEMPLATED UNDER THESE TERMS OF SERVICE. THE FOREGOING IS A TOTAL AGGREGATE CAP AND NOT A PER CLAIM, PER INCIDENT OR PER LIABILITY CATEGORY CAP.
8.3 NO RELIANCE. YOU ACKNOWLEDGE AND AGREE THAT IN ENTERING INTO THESE TERMS OF SERVICE YOU HAVE NOT RELIED AND ARE NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES OR OTHER STATEMENTS WHATSOEVER, WHETHER WRITTEN OR ORAL (FROM OR BY JOB GUY OR ANY OF ITS AFFILIATES OR REPRESENTATIVES) OTHER THAN THOSE EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE AND THAT YOU WILL NOT HAVE ANY RIGHT OR REMEDY RISING OUT OF ANY REPRESENTATION, WARRANTY OR OTHER STATEMENT NOT EXPRESSLY SET FORTH IN THESE TERMS OF SERVICE. YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THESE TERMS OF SERVICE ARE MATERIAL, BARGAINED FOR BASES OF THESE TERMS OF SERVICE AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THESE TERMS OF SERVICE AND IN THE DECISION BY EACH PARTY TO ENTER INTO THESE TERMS OF SERVICE.
9. PROPRIETARY RIGHTS NOTICE. The Services, and all Intellectual Property Rights in the Services are, and shall remain, the property of Job Guy. All rights not expressly granted to You in these Terms of Service are hereby expressly reserved and retained by Job Guy and its licensors without restriction. Without limiting the generality of the foregoing, You agree not to (and to not allow any third party to): (a) sublicense, distribute, or use the Services outside of the scope of the License granted herein; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Services (or any component thereof) or otherwise attempt to discover any source code or trade secrets related to the Services; (c) use, register, attempt or assist anyone else to register the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of Job Guy; or (d) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Services.
10. U.S. GOVERNMENT RIGHTS. If the use of the Services is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government’s rights in the Services, including its rights to use, modify, reproduce, release, perform, display or disclose the Services, will be subject in all respects to the commercial license rights and restrictions provided in these Terms of Service.
11. TERM and TERMINATION.
11.1 Term. These Terms of Service will commence upon Your first access or use of the Services and will remain in full force and effect for so long as You access or use the Services, unless earlier termination as set forth in these Terms of Service. Either party may terminate these Terms of Service if the other party materially breaches these Terms of Service and fails to cure such breach within 30 days of being notified of such breach.
11.2 After Termination. Upon any termination or expiration of these Terms of Service, Job Guy will cease providing the Services. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Services rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the initial term will be immediately due and payable in full and (c) and Job Guy will delete or return Your Customer Data at Your request.
12. MODIFICATIONS TO THESE TERMS OF SERVICE AND OTHER POLICIES. Job Guy may amend these Terms of Service from time to time by posting an amended version at its website and sending You written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless You first give Job Guy written notice of rejection of the amendment. In case of such rejection, these Terms of Service will continue under its original provisions, and the amendment will become effective at the start of Your next renewal term following the Proposed Amendment Date. Your continued use of the Services following the effective date of an amendment will confirm Your consent thereto. These Terms of Service may not be amended in any other way except through a written agreement by authorized representatives of each party. Customer recognizes and agrees that, notwithstanding the foregoing, Job Guy may revise its Privacy Policy at any time in its sole discretion, with or without following the procedures of this Section.
13. DISPUTE RESOLUTION.
13.1 Choice of Law and Venue. These Terms of Service will be governed by and construed under the laws of the State of Delaware without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and the law, rules, and regulations of Delaware shall prevail and govern. Subject to Sections 16.2 – 16.8, each party agrees to submit to the exclusive and personal jurisdiction of the federal and state courts serving Wilmington, Delaware. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms of Service. The Services are controlled by U.S. Export Regulations, and may be not be exported to or used by embargoed countries or individuals.
13.2 Rights to Litigate. YOU AND JOB GUY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
13.3 Mandatory Arbitration. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND JOB GUY ARISING FROM OR RELATING IN ANY WAY TO THE SERVICES, THESE TERMS OF SERVICE OR THE TRANSACTIONS CONTEMPLATED HEREIN, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION LOCATED IN WILMINGTON, DELAWARE.
13.4 AAA Rules. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section 16. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration will take place in Omaha, Nebraska.
13.5 Arbitrator Authority. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
13.6 Class Action Waiver. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR JOB GUY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
13.7 Arbitration Agreement Severability. If any provision of this Section is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
13.8 Exceptions. Notwithstanding anything to the contrary herein, (i) Job Guy may seek equitable relief in any court of competent jurisdiction; and (ii) claims alleging Your infringement upon or misappropriation of any Intellectual Property or any Intellectual Property Rights or any Your breach of Section 2 or Section 3 are not subject to mandatory arbitration as set forth in this Section 16.
14. PUBLICITY . If You are an Employer, Job Guy may use Your trademark, trade name, service mark, and/or logo in customer lists on Job Guy’s website or when issuing or releasing any announcement, statement, press release, or other publicity or marketing materials relating to these Terms of Service upon obtaining Your prior written consent, which shall not be unreasonably withheld or delayed.
15. MISCELLANEOUS. Job Guy shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. These Terms of Service (including any amendment agreed upon by the parties in writing) represents the complete agreement between the parties concerning its subject matter. No amendment, change, or modification of these Terms of Service will be valid unless in writing. If any provision of these Terms of Service is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms of Service shall continue in full force and effect. Section headings are not to be considered part of these Terms of Service nor are they intended to be a full or accurate description of the contents. Any notices to Job Guy must be sent to: Job Guy Co., 7914 W Dodge Rd STE 221, Omaha, NE 68144 via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any right(s) is not a continuing waiver of that or any other right(s). You may not assign or otherwise transfer any of Your rights or obligations hereunder without Job Guy’s prior written consent, and any such attempt is void. The relationship between Job Guy and You is not one of a legal partnership relationship, but is one of independent contractors. These Terms of Service shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of these Terms of Service will survive any termination or expiration of these Terms of Service: 3.1-3.7 (inclusive), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13.2, 14, 15, 16 and 17.
Notices. Any communication or notice required or permitted to be given to Job Guy shall be in writing, and mailed by registered or certified mail or delivered by hand, to Job Guy, to its principal place of business, Attention: Job Guy, 5640 Emile St, Omaha, NE. 68106.