Employer Agreement
Last Updated: January 27, 2006
Affinity Circles, Inc. (“SERVICE PROVIDER”) is a Delaware Corporation providing a web-hosted service (the “SERVICE”) through which an employer (“EMPLOYER”) may make job/employment postings targeted to specific users of SERVICE PROVIDER’s proprietary networking engine.
The use of “you” in the body of this Agreement refers to you, the EMPLOYER wishing to access the service. If you are accepting on behalf of your employer or another entity, then you represent that you have full legal authority to bind your employer or such entity to these terms and conditions.
This Agreement describes the terms on which you may access and use the SERVICE. In order to become an EMPLOYER utilizing the SERVICE, you must read and accept all of the terms and conditions of this agreement and the Privacy section, below. If you do not agree to be bound by the terms, you may not use or access the SERVICE.
We reserve the right to modify this Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the SERVICE indicates your acceptance of this Agreement, as amended.
Intellectual Property Rights and Ownership
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the SERVICE are protected under applicable patents, copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or the permitted uses outlined herein, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the SERVICE. The posting of information or materials on the Site does not constitute a waiver of any right in such information and materials.
Affinity Circles, Inc., the Affinity Circles, Inc. logo, and other SERVICE logos and names are trademarks of SERVICE PROVIDER. You agree not to display or use these trademarks in any manner without SERVICE PROVIDER’S prior, written permission. Other product and company names mentioned via the SERVICE may be trademarks of their respective owners.
The SERVICE is an online job-posting service offered to enable EMPLOYERS to offer job postings to members/users of SERVICE PROVIDER’s proprietary networking service. The proprietary networking service is a closed, private, and trusted community available only to members/users of such service who can access EMPLOYER job postings posted through the SERVICE. .
Your use of the SERVICE is governed by this Agreement, including without limitation the Privacy section, below. You may review the Privacy section, below. The SERVICE PROVIDER or OPERATOR may refuse service without prior notice to any MEMBER for any or no reason.
You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account with or without your knowledge. If you knowingly provide your login and password information to another person, your account privileges may be suspended temporarily or terminated. You agree to immediately notify SERVICE PROVIDER of any unauthorized use of your password or account or any other breach of security. Both the SERVICE PROVIDER and OPERATOR cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
You agree that SERVICE PROVIDER may, with or without cause, immediately terminate your SERVICE account, your job postings and your access to the SERVICE without prior notice. Without limiting the foregoing, the following will lead to a termination by SERVICE PROVIDER of EMPLOYER’S use of the SERVICE (without return or refund of any posting fees) (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions) and (d) unexpected technical issues or problems.. Termination of your SERVICE account includes (a) removal of access to all offerings within the SERVICE, (b) deletion of your password and all related information, job postings, files and content associated with or inside your account (or any part thereof), and (c) barring further use of the SERVICE. SERVICE PROVIDER retains the right to remove any and all false, misleading or otherwise objectionable postings by you whether or not your use of the SERVICE is terminated. Further, you agree that all terminations shall be made in SERVICE PROVIDER’S sole discretion and that SERVICE PROVIDER shall not be liable to you or any third-party for any termination of your account or access to the SERVICE.
Member Conduct
You understand and agree not to use the SERVICE to:
Post content or initiate communications that are unlawful, libelous, abusive, obscene, discriminatory, false or misleading or otherwise objectionable.
Use the SERVICE for any illegal purpose, including but not limited to posting for unlawful jobs, conspiring to violate laws, including relevant employment regulations of which EMPLOYER must be aware in making your postings.
Falsely state, impersonate, or otherwise misrepresent your identity or affiliations with a person or entity, past or present.
Upload, post, email, transmit or otherwise make available any content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
Upload, post, email, transmit or otherwise make available or use any content or initiate communication that may infringe any copyright, intellectual property right, proprietary right, or property right of SERVICE PROVIDER or any third parties. Remove, change or obscure any copyright notice or other proprietary notice or terms of use related to the SERVICE.
Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or otherwise in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations.
Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
Stalk or harass anyone.
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the SERVICE.
Interfere with or disrupt the SERVICE or servers or networks connected to the SERVICE, including by making any portion of the SERVICE available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future, or disobey any requirements, procedures, policies or regulations of networks connected to the SERVICE.
Remove, decompile, disassemble or reverse engineer any SERVICE software or use any network monitoring or discovery software to determine the SERVICE architecture.
Recognizing the global nature of the Internet, you agree to comply with all applicable local laws and rules including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
Information Provided on this Website
In the course of using the SERVICE, EMPLOYERS may provide information about themselves or their organizations that may be visible to certain other EMPLOYERS or to members/users of the proprietary networking service (see our Privacy Section below to learn more about EMPLOYER information collected on this website). You understand that all information publicly posted or privately transmitted through the SERVICE is the sole responsibility of the person from which such content originated and that the SERVICE PROVIDER will not be liable for any errors, omissions, misstatements of law, defamation, falsehood, obscenity, pornography or profanity in any content. . Further, you will be solely liable for any posting that does not comply with laws of applicable employment regulations.
Forms, Agreements and Documents
SERVICE PROVIDER may make available through the SERVICE or through other Web sites sample and actual forms, checklists, business documents and legal documents (collectively, “Documents”). All Documents are provided on a non-exclusive license basis only for your use in connection with the SERVICE, without any right to re-license, sublicense, distribute, assign or transfer such license. Documents are provided for a charge and without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. The Documents are provided “as is”, “as available”, and with “all faults”, and we and any provider of the Documents disclaim any warranties, including but not limited to the warranties of merchantability and fitness for a particular purpose. The Documents may be inappropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Documents are only samples and may not be applicable to a particular situation. Some Documents are public domain forms or available from public records.
Use of manual or automated software, devices, or other processes to “crawl” or “spider” any web pages contained in the SERVICE website is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, our web pages or the content included herein. You also agree not to “frame” or otherwise simulate the appearance or function of this website. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.
In the course of providing you services, the SERVICE PROVIDER may need to communicate with you via email (see our Privacy section, below, to learn more about communications). You agree to receive emails that are specific to your account and necessary for the normal functioning of the SERVICE, including a series of up to five welcome emails that help inform new users about various features of the SERVICE. You also agree to have your name, and/or email address listed in the header of certain communications that you initiate through the SERVICE.
Monitoring and Enforcement
While we have the right to monitor activity, job postings and other content associated with the SERVICE, we are not obligated to do so. And since we do not, and may not have the ability to, control or actively monitor content we don’t guarantee its accuracy, integrity or quality. You can contact the OPERATOR to let them know of content that you find objectionable. We may investigate the complaints and violations of our policies that come to our attention and may take any action that we believe is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or subscriptions, or reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to EMPLOYER profiles, postings, email addresses, user history, posted materials, IP addresses and traffic information. However, because situations and interpretations vary, we also reserve the right not to take any action. Under no circumstances will we be liable in any way for any postings or content, including, but not limited to, any errors or omissions in any postings or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any content on the website.
Copyrights and Copyright Agents
We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed;
A description of where the material that you claim is infringing is located on the Site;
Your address, telephone number, and email address;
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; and
A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Our Copyright Agent for Notice of claims of copyright infringement via the Service can be reached by directing an e-mail to the Copyright Agent at feedback@affinitycircles.com.
Fees for the SERVICE are set forth on the posting pages of the SERVICE. SERVICE PROVIDER reserves the right to charge for the SERVICE or any portion thereof, modify the pricing of, add to, or discontinue the SERVICE or any portion thereof without prior notice.
Your right to use the SERVICE is not transferable or assignable. Any password or right given to you for your use of the SERVICE is not transferable or assignable.
By accepting this Agreement, you agree to indemnify and otherwise hold harmless SERVICE PROVIDER, its officers, employees, agents, subsidiaries, subcontractors, advertisers, successors, assigns, affiliates and other partners from any direct, indirect, incidental, special, consequential or exemplary damages resulting from i) your use of the SERVICE; ii) any posting by you of false, misleading or any other material that violates any law or regulation; iii) unauthorized access to or alteration of your communications with or through the SERVICE, or iv) any other matter relating to the SERVICE. Any business transactions that may arise between EMPLOYER and members/users of the proprietary network from their use of the SERVICE are the sole responsibility of the EMPLOYER and the members/users involved.
Disclaimer of Warranties
YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS," “AS AVAILABLE” and "WITH ALL FAULTS" BASIS AND THAT SERVICE PROVIDER DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY EMPLOYER INFORMATION OR COMMUNICATIONS BETWEEN EMPLOYER AND MEMBERS/USERS OF THE PROPRIETARY NETWORK. SERVICE PROVIDER ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN EMPLOYER AND MEMBER/USER. SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
SERVICE PROVIDER MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SERVICE PROVIDER OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS USER AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SERVICE PROVIDER AND/OR OPERATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATED TO YOUR USE OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL THE SERVICE PROVIDER’S TOTAL CUMULATIVE DAMAGES EXCEED US$ 100.
You understand and agree that SERVICE PROVIDER may disclose information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this Agreement, or protect the rights, property, or safety of SERVICE PROVIDER, its users, and the public.
SERVICE PROVIDER reserves the right, and you authorize us, to the use and assignment of all information regarding SERVICE uses by you and all information provided by you in any manner consistent with this Agreement, including without limitation the Privacy section, below.
Links to other Web Sites
Use of the SERVICE may provide links to other Web sites. SERVICE PROVIDER is not responsible for the content, accuracy or opinions express in such Web sites, and such Web sites are not investigated, monitored or checked for accuracy or completeness by SERVICE PROVIDER. Inclusion of any linked Web site via the SERVICE does not imply approval or endorsement of the linked Web site by SERVICE PROVIDER. If you decide to access these third-party sites, you do so at your own risk.
SERVICE PROVIDER takes privacy issues seriously and makes all efforts to protect your privacy by adhering to the principles outlined in this section. In order to use the SERVICE, you must first create an account providing certain information (including name, entity/organization, email, postal address, and credit card or other billing information) which is submitted to SERVICE PROVIDER and stored in your account. In the course of posting materials via the SERVICE, you may provide additional information.
SERVICE PROVIDER will only use EMPLOYER-provided information for the purpose of operating the SERVICE and allowing your access and use of the SERVICE. SERVICE PROVIDER will never rent, sell, or otherwise provide your personally identifiable information with other third parties to carry out your instructions and/or to provide specific services. As an example, SERVICE PROVIDER may use a credit card processing company to bill EMPLOYERS for select services (or their use of the SERVICE). As SERVICE PROVIDER develops its business, SERVICE PROVIDER may buy or sell assets or business offerings, or may enter into corporate divestitures, mergers or other transactions. SERVICE PROVIDER may transfer some EMPLOYER information and other content as part of the transferred business assets in these types of transactions. It is also possible that SERVICE PROVIDER may need to disclose EMPLOYER information when required by law or government action. SERVICE PROVIDER will disclose such information when it is necessary to comply with a court order, ongoing judicial proceeding, or other legal process served on SERVICE PROVIDER or to exercise SERVICE PROVIDER's legal rights or defend against legal claims. SERVICE PROVIDER shall only disclose such EMPLOYER information to third parties only as provided in this Agreement, including without limitation, this Privacy section.
SERVICE PROVIDER will communicate with you through email and/or notices posted to SERVICE PROVIDER's website to ensure the proper functioning of your account, to notify you of significant changes to the way SERVICE PROVIDER treats your personal information, or to provide promotional information, unless you have opted out of receiving such information, or choose to discontinue receipt of such information by sending an email request to: feedback@affinitycircles.com.
You can review the EMPLOYER information you provided to SERVICE PROVIDER and make any desired changes to the information, or the settings for your account, at any time by logging into you account on the SERVICE and editing the information on your account page.
You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the SERVICE and the content and materials provided therein.
This Agreement between you and the SERVICE PROVIDER will be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. You agree that any action brought hereunder or otherwise related to the SERVICES shall only be brought in the state or federal courts serving Santa Clara County, California and you hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
This Agreement constitutes the entire agreement between you and the SERVICE PROVIDER and governs your use of the SERVICE, superseding any prior agreements, whether written or oral between you and the SERVICE PROVIDER.
Dispute Resolution/Arbitration
Any legal controversy or legal claim arising out of or relating to this Agreement or the SERVICE, excluding legal action taken by us to collect or recover damages for, or obtain any injunction relating to, SERVICE operations, intellectual property, and our services, shall be settled solely by binding arbitration in accordance with the commercial arbitration rules of JAMS. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or we may seek any interim or preliminary relief from a court of competent jurisdiction in San Francisco, California necessary to protect the rights or property of you and SERVICE PROVIDER pending the completion of arbitration. Each party shall bear one-half of the arbitration fees and costs incurred through JAMS.
The section titles of this Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of the Agreement to:
Affinity Circles, Inc.
Attn: Employer Agreement Issues
701 N. Shoreline Blvd, Floor 1
Mountain View, CA 94043