SeekOut Terms of Service
Last Updated: 8/22/2018
These Terms of Service (“Terms”) apply to your access to and use of SeekOut, including the websites, applications and online services provided by ZipStorm Inc. (“Company”, “we”, or “us”) in connection with SeekOut, and this is an agreement between you and, if you are participating in connection with your employment, your employer (collectively “you” or “your”). SeekOut is our online people-directory and recruiting tool that allows users to discover and connect with anyone who has a public profile.
By using SeekOut, you agree to these Terms and any terms incorporated by reference. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 15, do not access or use SeekOut.
You must be at least 18 years of age to access or use SeekOut. You may not access SeekOut if (a) you have previously been suspended or removed from using SeekOut, (b) the laws of the country in which you reside prohibit use of SeekOut in accordance with these Terms, or (c) your use of SeekOut breaches any other agreement to which you are a party.
2. RIGHT TO ACCESS
Subject to these Terms, you may access and use SeekOut solely for sourcing and engaging candidates. SeekOut, including the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein, is owned by us and our licensors. We and our licensors reserve all rights, title and interest in and to SeekOut.
You will need to register for an account to use SeekOut. If you register for an account, you must (a) provide any information required via SeekOut, (b) ensure that such information is accurate, (c) keep such information up to date at all times, (d) protect your account from unauthorized access or use, including by not sharing your account credentials with any third party, and (e) promptly notify us if you discover or suspect any unauthorized access or use of your account.
4. PROHIBITED CONDUCT
In connection with your use of SeekOut, you will not violate any applicable law, contract, intellectual property right, or other third-party right or commit a tort. You are solely responsible for your conduct while accessing or using SeekOut. You further agree not to:
(a) Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
(b) Use, or attempt to access, another user’s account;
(c) Use SeekOut in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying SeekOut or that could damage, disable, overburden or impair the functioning of SeekOut in any manner;
(d) Reverse engineer any aspect of SeekOut or do anything that might discover source code;
(e) Bypass or circumvent measures employed to prevent or limit access to any part of SeekOut, including by bypassing or ignoring instructions contained in our robots.txt file that control automated access to portions of SeekOut;
(f) Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access SeekOut, extract data or otherwise interfere with or modify the rendering of SeekOut pages or functionality;
(g) Reproduce (other than standard website page caching), create derivative works of, publicly perform, publicly display, distribute, sell, rent, lease, timeshare or otherwise commercially exploit SeekOut, in whole or in part;
(h) Develop or use any third-party applications that interact with SeekOut without our prior written consent; or
(i) Use SeekOut for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Separate and apart from User Content, you may submit questions, comments, suggestions, ideas, original or creative materials or other information about Company or SeekOut (collectively, “Feedback”). Feedback, whether submitted through SeekOut or otherwise, is non-confidential and will become the sole property of Company. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
6. COPYRIGHT COMPLAINTS
We have a policy of limiting access to SeekOut and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on SeekOut infringes any copyright that you own or control, you may notify Company’s Designated Agent as follows:
14725 NE 20th Street
Suite D, PMB 80
Bellevue, WA 98007-3732
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on SeekOut is infringing, you may be liable to Company for certain costs and damages.
7. MODIFICATIONS TO SEEKOUT
We reserve the right, in our sole discretion, to modify SeekOut (or any features or functionality of SeekOut) at any time without notice and without obligation or liability to you.
You will indemnify, defend, and hold harmless Company and our officers, directors, agents, partners and employees (individually and collectively, the “Company Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (including attorney’s fees) arising out of or related to (a) your access to or use of SeekOut, including your User Content; (b) Feedback you provide; (c) your violation of these Terms; or (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights). At our option, will have the right to assume the defense of any claim subject to this indemnification obligation. If Company exercises this right, you will be responsible for paying for Company’s attorneys’ fees in connection with such defense. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company or the other Company Parties.
(a) We do not control, endorse or take responsibility for any User Content or third-party content made available on, or linked to or by, SeekOut.
(b) SeekOut is provided “As Is” and “As Available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. While we strive to make SeekOut a great service, Company does not represent or warrant that SeekOut (including the content and functionality contained therein) is accurate, complete, reliable, current or error-free. For instance, we make no representations or warranties regarding the accuracy or reliability of any suggestions we make through the Services, such as suggested amounts of AUs to attach to a message to obtain attention from a Recipient. You assume the entire risk as to the quality and performance of SeekOut.
10. LIMITATION OF LIABILITY
(a) Company and the other Company Parties will not be liable to you for any indirect, consequential, exemplary, incidental, or special damages or lost profits, even if Company or the other Company Parties have been advised of the possibility of such damages.
(b) The total liability of Company and the other Company Parties, for any claim arising out of or relating to these Terms or any use of SeekOut is limited to the greater of (i) amounts paid, if any, to Company by you in connection with your use of SeekOut; or (ii) $100 dollars.
(c) The limitations set forth in this Section 13 will not limit or exclude Company’s liability for Company’s gross negligence, fraud or willful, reckless or intentional misconduct.
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. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
12. DISPUTE RESOLUTION; BINDING ARBITRATION
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us.
(a) Except for small claims disputes in which you or Company seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Company seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Company waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or use of SeekOut (“Disputes”) resolved in court. Instead, all Disputes will be resolved through confidential binding arbitration held in Seattle, Washington in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either (i) acknowledge and agree that you have read and understand the rules of JAMS or (ii) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
(b) You and Company agree that any Dispute is personal to you and Company and that any Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
(c) You and Company agree that the enforceability of this Section 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, these Terms 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; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct 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. You and Company agree that for any arbitration you initiate, you will pay the filing fee and Company will pay the remaining JAMS fees and costs. 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 Washington and the United States sitting in King County, Washington USA have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
(d) Any claim based upon a Dispute must be filed within one year after such Dispute arose; otherwise, the claim is permanently barred, which means that you and Company will not have the right to assert a claim based upon the Dispute.
(e) You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 15 by contacting us by email at firstname.lastname@example.org. In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 16.
13. GOVERNING LAW AND VENUE
These Terms and your access to and use of SeekOut will be governed by and construed and enforced in accordance with the laws of State of Washington, USA, without regard to conflict of law rules or principles (whether of Washington or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved by the state or federal courts of the State of Washington and the United States sitting in King County, Washington USA.
We reserve the right to change these Terms from time to time in our sole discretion. If we change these Terms, we will provide notice of such changes by posting the revised Terms to SeekOut and updating the “Last Updated” date at the top of these Terms. Your continued use of SeekOut following our provision of such notice will confirm your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using SeekOut.
We reserve the right, without notice and in our sole discretion, to suspend or terminate your right to access or use SeekOut. You may discontinue using SeekOut at any time.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
These Terms constitute the entire agreement between you and Company relating to your access to and use of SeekOut. The failure of Company to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.