- 1. Introduction
- 2. Binding Agreement
- 3. Definitions
- 4. Intellectual Property Rights and Acceptable Use of the Sites and Services
- 5. Third Party Providers
- 6. Disclaimers and Limitations on Vocate's Liability
- 7. Links to Other Sites
- 8. Amendments to this Agreement and Changes to Sites
- 9. Indemnity
- 11. Questions and Notices
- 12. General
- 13. Rules regarding Posting, Conduct and Security
- 14. Copyright Complaints
1. Introduction.This page contains the terms and conditions (the "Terms and Conditions") governing your access to and use of the Vocate Web Sites and the Services provided by Vocate, Inc. or one of its divisions (collectively, "Vocate"). If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Vocate Web Sites or Services. These Terms and Conditions are effective as of October 1, 2015.
2. Binding Agreement.These Terms and Conditions (as they may be amended from time to time exclusively by Vocate), form a binding agreement (the "Agreement") between you and Vocate. Your access to or use of the Vocate Web Sites or Services indicates your acceptance of these Terms and Conditions. You are agreeing to use the Sites at your own risk.
3. Definitions.The following definitions apply to this Agreement:
- "Content" includes all Text, Graphics, Design and Programming used on the Sites.
- "Document" refers to any posting to a Site, whether job or resume.
- "Employer" means a person or entity that is accessing a Site to post a job or utilizing the Services for any reason related to the purpose of seeking candidates for employment.
- "Employer Materials" includes any brochures, emails, sample job postings, web site content, career fair material, audio, videos, photographs, logos, trademarks, service marks, domain names, documents or other materials provided by Employer, if any, for use in connection with the Services.
- "Graphics" includes all logos, buttons, and other graphical elements on the Sites, with the exception of paid advertising banners.
- "Job Seeker" means a User who is accessing a Site to search for a job or in any other capacity except as an Employer.
- "Services" means any services provided by Vocate or its agents.
- "Text" includes all text on every page of the Sites, whether editorial, navigational, or instructional.
- "User" refers to any individual or entity that uses any aspect of the Sites.
- "Vocate Web Site" or the "Site" (collectively, the "Vocate Websites" or the "Sites") means any web site under Vocate's control, whether partial or otherwise and includes such Site's Content, Text, Graphics, Design, Programming, Vocate Materials and Services (as applicable in each context).
- "You" or "you" means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions.
4. Intellectual Property Rights and Acceptable Use of the Sites and Services.
4.1 General Use Rules.The Sites are intended for individuals seeking a job or employment and for employers or recruiters seeking candidates for employment or jobs. You may use the Sites only for lawful purposes within the stated context of Vocate's intended and acceptable use of the Sites. Vocate is the sole interpreter of the Sites' intended and acceptable use.
4.2 Vocate Intellectual Property Rights.The Sites, any materials, methodologies, implementation plans or other intellectual property used during the provision of Services (the “Vocate Materials”) and all right, title and interest in and to the Sites and Vocate Materials are the sole property of Vocate or its licensors, and are protected by United States and foreign copyright, trademark and other laws. Except for the limited licenses expressly granted to you in these Terms and Conditions, Vocate reserves for itself and its licensors all other rights, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content or Vocate Materials, or use them in any other way for public or commercial purpose. Notwithstanding anything to the contrary contained herein, this prohibition includes:
- (a) copying or adapting the HTML code used to generate web pages on the Sites;
- (b) using or attempting to use engines, manual or automated software, tools, devices, agents, scripts robots or other means, devices, mechanisms or processes (including, but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate, search, access, "scrape," "crawl," or "spider" any web pages or any Services provided on the Sites other than the search engine and search agents available from Vocate on such Vocate Sites and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); and
- (c) aggregating, copying or duplicating in any manner any of the Content or information available from any of the Vocate Sites, without the express written consent of Vocate. The use of the Content on any other web site or in a networked computer environment for any purpose is strictly prohibited. The Vocate Materials are not considered to be works for hire. "Vocate," the Vocate design logo and certain other names or logos are service marks or trademarks of Vocate, and all related product and service names, design marks and slogans are the service marks or trademarks of Vocate. In addition, the "look" and "feel" of the Sites (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by Vocate's trademarks, service marks and copyrights. Any code that Vocate creates to generate or display the Content or the pages making up the Sites is also protected by Vocate's copyright. You must retain all copyright, trademark, service mark and other proprietary notices contained on the Content or Vocate Materials on any authorized copy you make of the Content or Vocate Materials. All other product and service marks contained on the Sites are the trademarks of their respective owners.
4.3 License to Use by Users who are Job Seekers.Vocate hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your personal use seeking employment or job opportunities for yourself. This authorizes you to view and download a single copy of the material on the Sites solely for your personal, noncommercial use. You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. Your use of the Sites is a privilege. Vocate reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.
4.4 License to Use by Users who are Employers.Vocate hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your internal business use seeking candidates for employment. This authorizes you to view and download a single copy of the material on the Sites solely for your personal use directly related to searching for and recruiting job prospects. Vocate also grants you a limited, terminable, non-exclusive license to use the Vocate Materials and Services for your internal use only. You may not sell, transfer or assign any of the Services or your rights to any of the Services provided by Vocate to any third party without the express written authorization of Vocate. You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. Vocate reserves the right to suspend or terminate your access and use at any time if Vocate determines that you are in breach of these Terms and Conditions.
4.5 Employer Materials.Employer represents, warrants and covenants that any Employer Materials provided by Employer for use in connection with the Services will not violate any laws or regulations or third-party proprietary rights, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. Employer hereby grants Vocate a non-exclusive, worldwide, royalty-free license to use the Employer Materials and to hyperlink to Employer's website in connection with the Services.
4.6 Use of Aggregate Data.You understand and agree that Vocate owns and has the right to collect, extract, compile, synthesize, and analyze Aggregate Data. Vocate may use such Aggregate Data for any lawful business purpose without a duty of accounting to you. “Aggregate Data” means aggregated data or information regarding Job Seekers’ educational or career history (including, by way of example and not limitation, aggregate data relating to Job Seekers’ occupation, location, salary, education and experience).
4.7 Other Specific Rules Regarding Site Usage.You represent, warrant and agree that you
- (a) are at least 13 years of age or older, and if under the age of 18 or the age of majority as that is defined in your jurisdiction, you will only use the Sites and Services under the supervision of a parent, legal guardian, or other responsible adult; and
- (b) will not use (or plan, encourage or help others to use) the Sites for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Sites complies with these Terms and Conditions and all applicable laws
4.8 User Submissions.Vocate welcomes your comments regarding the Services and the Sites and appreciates hearing from you. Please note, however, that Vocate does not accept or consider creative ideas, suggestions, inventions or materials other than those which it has specifically requested. If you submit feedback on the Services, please be specific in your comments and do not submit creative ideas, inventions, suggestions, or materials. If, despite this notice, you send Vocate creative suggestions, ideas, drawings, concepts, inventions, or other information (a "User Submission"), you understand and agree that the User Submission shall become the property of Vocate. User Submission and any elements contained in User Submissions, shall not be subject to any obligation of confidentiality on Vocate's part, and Vocate will not be liable for any use or disclosure of any User Submission. Vocate shall exclusively own all now known or later discovered rights to the User Submission and shall be entitled to unrestricted use of the User Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
5. Third Party Providers.You acknowledge and agree that Vocate may provide the Services using third party providers, including subcontractors and consultants (the "Third Party Providers"). You agree that, as between Vocate and its Third Party Providers, Vocate will have sole responsibility for handling all billing and contract negotiations.
6. Disclaimers and Limitations on Vocate's Liability.
6.1 Allocation of ResponsibilityVocate assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users. Vocate acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Documents posted by Users. If notified by a User of a Document which allegedly does not conform to these Terms and Conditions, Vocate may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such Document. Vocate has no liability or responsibility to Users for performance or nonperformance of such activities. Vocate may take any action with respect to User submitted information that it deems necessary or appropriate, in its sole discretion.
6.2 No endorsements by Vocate.Nothing on the Sites shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.
6.3 Warranty Disclaimers.
- (a) The Sites are provided on an 'as is' basis without any warranties of any kind, express or implied. Vocate, to the fullest extent permitted by law, disclaims all warranties, including, but not limited to, the warranties of merchantability, title, non-infringement of third parties' rights, and fitness for particular purpose. Vocate makes no warranties about the accuracy, reliability, completeness, or timeliness of the Sites.
(b) Without limitation on the foregoing:
- (i) Vocate does not warrant that the Sites will operate error-free or that the Sites and their servers are free of computer viruses or other harmful mechanisms. If your use of the sites results directly or indirectly in the need for servicing or replacing equipment or data, vocate is not responsible for those costs.
- (ii) Vocate makes no representations or guarantees regarding the truthfulness, accuracy, legality, completeness, timeliness or reliability of any Documents posted by Users, or of any other form of communication engaged in by Users. Documents may contain inaccuracies or typographical errors. You agree that any reliance on Documents posted by Users, or on any other form of communication with Users, will be at your own risk.
- (iii) Vocate makes no representations or guarantees regarding the Content of the Sites, including, but not limited to, broken links, inaccuracies or typographical errors.
- (iv) Vocate makes no representations or guarantees regarding the effectiveness of the Services or timeliness of the Services in meeting your employment objectives. Vocate does not guarantee that the Services will result in candidates being hired, positions being filled or employees being retained, and is not responsible or liable for any business, employment, hiring and/or salary decisions, for whatever reason made, made by you.
6.4 Damage Limitations, Allocations Of Liability And Equitable Relief.
- (a) You assume all responsibility and risk for your use of the Sites, the internet generally, and the documents or Employer Materials that you post, provide or access and for your conduct on and off the Sites.
- (b) In no event shall Vocate (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers), be liable for any non-direct damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data, lost employment opportunity, or business interruption) resulting from or arising under or in connection with Services or the use or access to, or the inability to use or access, the Sites and/or any Document, whether based on warranty, contract, tort, or any other legal theory, and whether or not Vocate is advised of the possibility of such damages.
- (c) Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the limitations set forth in the preceding paragraph may not apply to you. If any are held inapplicable or unenforceable for any reason, then Vocate's maximum liability to you for any non-direct type of damages shall be limited to U.S. $1.00 in the aggregate.
- (d) in no event shall Vocate (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers), be liable for any direct damages in excess in the aggregate of U.S. $1.00.
- (e) Due to the nature of this Agreement, in addition to money damages, you agree that Vocate will be entitled to equitable relief upon a breach of this agreement by you.
6.5 User Authentication.Because User authentication on the Internet is difficult, Vocate cannot and does not confirm that each User is who they claim to be. Because Vocate does not and cannot be involved in User-to-User dealings or control the behavior of participants on the Sites, in the event that you have a dispute with one or more Users, you release Vocate from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
6.6 California Residents.If you are a California resident, you waive California Civil Code Section 1542, which says: "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."
7. Links to Other Sites.Vocate contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Vocate of the contents on such third-party web sites. Vocate is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.
8. Amendments to this Agreement and Changes to Sites.Vocate may revise these Terms and Conditions at any time by updating this page. Changes will be binding on you on the date they are posted on the Sites (or as otherwise stated in the any notice of such changes). Any use of a Site will be considered acceptance by you of the then-current Terms and Conditions (including any exhibits thereto) contained on such Site. If at any time you find the Terms and Conditions unacceptable, you may not use the applicable Site any longer. Any new or different terms supplied by you are specifically rejected by Vocate unless Vocate agrees to them in a signed writing specifically including those new or different terms. Vocate may change the Sites at any time.
9. Indemnity.You agree to defend, indemnify, and hold harmless Vocate (and its subsidiaries, affiliates, officers, directors, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Sites, any Document posted by you, your use of the Services or your breach of this Agreement. Vocate shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
10.1 When you register on any of the Vocate Sites or in connection with the Services,you will be asked to create an account and provide Vocate with certain information, including but not limited to, a valid email address ("User Information"). You acknowledge and agree that you have no ownership rights in your account.
11. Questions and Notices.Questions concerning the use of the Sites should be directed to Vocate to the address listed on the Sites. We will send notice to you at the address submitted by you or to such other address as Vocate reasonably determines is an appropriate address for you.
12. General.Vocate contact information is listed on the Sites. Vocate makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries, and such persons have no right to access or use the Sites. If you access Vocate from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. This Agreement is governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this Agreement shall lie exclusively with the state or federal courts in the State of New Hampshire. The sole relationship between you and Vocate is that of independent contractors. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. All provisions of this Agreement shall survive termination except those granting access or use to the Sites, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided by Vocate in a separate agreement or particular "Legal Notice," or material on particular web pages of the Sites, this Agreement constitutes the entire agreement between you and Vocate.
13. Rules regarding Posting, Conduct and Security.The following rules apply to your use of the Sites and/or the Services. The list of rules is for illustration only and is not a complete list of all posting, conduct and security rules.
13.1 Posting Rules:
- (a) You may not post any Document to a Site that contains: (i) URLs or links to web sites other than to recruitment related pages on your company web site; (ii) copyrighted material (unless you own the copyright or have the owner's permission to post the copyrighted material); (iii) trade secrets (unless you own them or have the owner's permission to post them); (iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (v) irrelevant keywords or white text keywords (including any words embedded in the Document and hidden from the User); (vi) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (vii) anything that is embarrassing or offensive to another person or entity.
(b) You may not use a Document(s) to:
- (i) impersonate another person, living or dead;
- (ii) post false, inaccurate or misleading information, opinions or notices (commercial or otherwise) or chain letters;
- (iii) post advertisements, or solicitations of business (including, but not limited to, email processors, any pyramid scheme or "club membership"); provided, however that Vocate may allow posting of certain training and business opportunities (see 13.1(e) below).
- (c) Your Document(s) must contain sufficient detail to convey clearly to the User the nature and requirements of the job opportunity, or, in the case of Users seeking employment, your qualifications as a candidate for employment. Documents that encourage the User to "email for more details" are not permitted.
- (d) Job postings must describe individual openings for traditional W-2 or 1099 employees. You may not advertise multiple job openings in a single posting.
- (e) In limited circumstances, at Vocate's sole discretion, Vocate allows non-traditional job postings such as education/training, business opportunities, franchise, and multi-level marketing opportunities to be posted on the Sites. These non-traditional job postings may require an investment of time and/or money by the User seeking the position. Vocate reserves the right, in its sole discretion, to move, modify, or remove entirely a non-traditional job posting if Vocate deems such job posting to conflict with the best interests of its Users or detract from the User experience.
- (f) Resume postings must contain the accurate resume of a living individual seeking employment on a full-time, part-time, or contractual basis on his or her own behalf.
- (g) Vocate is under no obligation to monitor the Documents posted on the Sites, but it may monitor Documents at random. Documents found to violate the above posting rules may be removed at Vocate's sole discretion.
13.2 Conduct Rules:
- (a) You may not respond to postings by other Users in any manner or for any purpose other than that which is expected (i.e., to apply for the job or to initiate further discussion with the candidate). Communications soliciting the Employer's business are prohibited.
- (b) You may not send unsolicited commercial email to Users.
- (c) Protect your password. Your Vocate account and any related Services accessed through such account are to be accessed and used solely by you. Upon your successful registration for a Vocate account, you will be provided with a unique password that will permit you to access the account. You may not provide your password or otherwise permit access to your Vocate account to any third party. You are responsible for maintaining the confidentiality of your information and password. You agree to protect and keep your password confidential, to change your password on a regular basis, and to maintain appropriate and regularly updated malware scanning and cleaning tools on your network and individual computer(s).You are responsible for all uses of your account, whether or not authorized by you. If others use your password to post inappropriate material on the Sites, you risk losing your access to the Sites. You agree to notify Vocate immediately of any unauthorized use of your account or password.
- (d) Report inappropriate postings or conduct to Vocate to the address listed on the Sites.
- (e) You may not delete or revise any material posted by any other person or entity.
(f) If at any time Vocate comes to the understanding that you:
- (i) misled Vocate regarding your business practices and/or services, or
- (ii) purchased services that do not represent your precise business, Vocate reserves the right to terminate your Agreement.
13.3 Security Rules:
(a) Users are prohibited from violating or attempting to violate the security of the Sites, including, without limitation:
- (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access
- (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- (iii) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Sites, overloading, "flooding", "mail bombing" or "crashing";
- (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services;
- (v) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
- (b) Violation of these Security Rules may result in civil or criminal liability. Vocate will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
- (a) Users are prohibited from violating or attempting to violate the security of the Sites, including, without limitation:
14. Copyright Complaints.
14.1 Vocate respects the intellectual property of others.It is Vocate's policy to respond to claims of copyright and other intellectual property infringement. Vocate will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, Vocate may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Vocate will terminate access for Users who are repeat infringers.
14.2 Notifying Vocate of Copyright Infringement:To provide Vocate notice of an infringement, you must provide a written communication to Vocate to the address listed on the Sites, that sets forth the information specified by the DMCA. Please also note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.
14.3 Providing Vocate with Counter-Notification:If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide Vocate with a counter notification by written communication to Vocate to the address listed on the Sites, that sets forth all of the necessary information required by the DMCA. Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.