YOU ACKNOWLEDGE THAT THE SITE SERVES AS A VENUE FOR THE ONLINE DISTRIBUTION AND PUBLICATION OF USER-SUBMITTED INFORMATION BETWEEN HIRING COMPANIES AND STAFFING VENDORS (AS DEFINED BELOW), AND, IF YOU ARE SUBMITTING A USER REGISTRATION TO USE A “RESTRICTED AREA” (AS DEFINED BELOW), YOU HEREBY CERTIFY THAT (1) YOU ARE EITHER A HIRING COMPANY OR STAFFING VENDOR; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND THE COMPANY THAT YOU REPRESENT; (3) YOU AUTHORIZE THE TRANSFER OF PAYMENT FOR SERVICES REQUESTED THROUGH THE USE OF THE SITE; AND (4) AS STATED ABOVE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THESE TERMS AND ANY OTHER DOCUMENTS INCORPORATED BY REFERENCE HEREIN.
General Use Restrictions
PreferredVendor facilitates online recruiting transactions between hiring companies (each, a “Hiring Company” and collectively, “Hiring Companies”) and staffing vendors (each, a “Staffing Vendor” and collectively, “Staffing Vendors”) through the Site (the “Services”). In addition, Preferred Vendor offers certain information, documents and products on and through the Site, including content, trademarks, logos, graphics and images that are not Job Postings and/or Candidate Resumes (as defined below) (together, the “Materials”) are provided to you by PreferredVendor and are the copyrighted work of PreferredVendor or PreferredVendor’s other users.
PreferredVendor grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and use the Services and the Site solely for your internal business use. You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Site or any Materials on any legal basis.
You will need a password to login to the Site and use certain functions and areas within the Site (“Restricted Areas”). If you are an authorized member of the Restricted Areas, you are responsible for maintaining the confidentiality of your password and account, and agree to notify PreferredVendor if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your account. You agree to immediately notify PreferredVendor of any unauthorized use of your account or any other breach of security in relation to the Site known to you. You will not use other members’ contact information gathered from Restricted Areas of the Site for commercial purposes and agree not to provide any other member’s contact information to any third party that is not a registered member of PreferredVendor.
Prohibited Uses of the Site and/or Services.
You are prohibited from doing any of the following when using the Site and/or Services:
- Accessing data not intended for you or logging into an account that you are not authorized to access;
- Attempting to probe, scan or test the vulnerability of a network or system or to breach security or authentication measures without proper authorization; or
- Attempting to interfere with service to any user, host or network, including, without limitation, via submitting a virus to the Site, overloading, “flooding,” “spamming,” “mailbombing” or “crashing.”
Price, Payment and Electronic Communications.
By using the Services, you consent to receiving electronic communications from PreferredVendor. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Services. These electronic communications are part of your relationship with PreferredVendor and you receive them as part of your subscription to the Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Third Party Content.
Certain information and content that are not Job Postings and/or Candidate Resumes may be provided by third party licensors and suppliers to PreferredVendor (“Third Party Content”). The Third Party Content is, in each case, the copyrighted work of the creator/licensor. Unless you have permission from the owner of the Third Party Content, you agree to only display the Third Party Content on your personal computer solely for your personal or business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. PREFERREDVENDOR DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Links to Third Party Sites.
This Site may be linked to other sites that are not PreferredVendor Sites. PreferredVendor is providing these links to you only as a convenience, and PreferredVendor is not responsible for the content or links displayed on such sites.
Representations and Warranties.
By using this Site and/or the Services, you represent, covenant and warrant to PreferredVendor the following: (a) you have the authority to enter into these Terms and bind the company that you represent; (b) you are either a Hiring Company or a Staffing Vendor and (c) you are using this Site and/or the Services solely for lawful purposes and purposes not prohibited by these Terms.
Job Postings and Candidate Resumes.
You acknowledge that you are responsible for the information and material that you submit, including without limitation, any job opportunities and/or job postings (each, a “Job Posting”) or candidates and/or candidate resumes (each, a “Candidate Resume”) you make available on this Site, public posting areas on the Site, emails or other services available in connection with this Site, and that you, and not PreferredVendor, will have full responsibility for each of your Job Postings or Candidate Resumes, as applicable, including their legality, reliability, form, content and accuracy.
Because User authentication on the Internet is difficult, the Company cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in User-to-User dealings or control the behavior of participants on the Web Site, in the event that You have a dispute with one or more Users, You release the Company (and our agents and employees) from claims, demands and damages (actual and consequential, 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. If You are a California resident, You waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
PreferredVendor gives Staffing Vendors two (2) options with respect to Hiring Companies accessing Candidate Resumes:
- The Staffing Vendor can store its Candidate Resumes in PreferredVendor’s candidate resume database product (“Resume Database”) without making such candidate resumes searchable by Hiring Companies. The Staffing Vendor will have the ability to submit a candidate for a particular job through the Site, but Hiring Companies will not have access to search for the Staffing Vendor’s candidates through the Resume Database; or
- The Staffing Vendor can allow its Candidate Resumes to be searchable by Hiring Companies who have access to the Resume Database (or copies thereof), which will provide the Hiring Companies the ability to search for and access the Candidate Resumes.
As a Hiring Company, you agree that PreferredVendor shall be free to disseminate Job Postings either to (i) the Staffing Vendors you designate or (ii) all Staffing Vendors if you designate that the Job Posting be made available to all Staffing Vendors on an unrestricted basis.
You represent and warrant that: (i) you have the right to grant the license set forth in this section, and (ii) the posting of your Job Posting and/or Candidate Resume on or through the Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Job Posting and/or Candidate Resume posted by you to or through the Site.
PreferredVendor asks that you respect the PreferredVendor online community as well as other individuals participating within the PreferredVendor online community. Your conduct should be guided by common sense and basic etiquette. To further these common goals, when posting Job Postings and/or Candidate Resumes to or otherwise using the Site and/or the Services, you agree not to, without limitation:
- Post any incomplete, false or inaccurate information, including, without limitation, any false or inaccurate biographical information or resumes for any hiring candidates.
- Post any franchise, pyramid scheme, “club membership,” distributorship or sales representative agency arrangement or other business opportunity that requires an up-front or periodic payment, requires recruitment of other members, sub-distributors or sub-agents.
- Post jobs for modeling or talent scouting positions.
- Use the Site’s candidate database (the “Profile Database”) for any purpose other than as an employer seeking employees, including, without limitation, using any information contained in the Profile Database to sell or promote any products or services.
- Delete or revise any material posted by another user of the Site.
- Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Impersonate or represent PreferredVendor, our staff or other industry professionals.
- Solicit a member’s password or other account information.
- Harvest user names, addresses, or email addresses for any purpose other than to conduct PreferredVendor business.
- Using or attempting to use any engine software tool, agent or other device or mechanism (including, without limitation, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available from PreferredVendor on the Site.
- Aggregating, copying or duplicating in any manner any of the Job Postings and/or Candidate Resumes, Materials or any other content or material provided on and through the Site.
- Use racially, ethnically, or otherwise offensive language.
- Discuss or incite illegal activity.
- Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
- Disrupt the flow of chat in any manner, including without limitation vulgar language or abusiveness.
- Post anything that exploits children or minors or that depicts cruelty to animals.
- Post any copyrighted or trademarked materials without the express permission from the owner.
- Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters' or any other form of such solicitation or make any unsolicited phone call or send unsolicited faxes.
- Post any content that is mature or adult in nature.
This list of prohibitions is an example and is not complete or exclusive. These prohibitions do not require PreferredVendor to monitor, police or remove any Job Posting and/or Candidate Resume or other information submitted by you or any other user. PreferredVendor reserves the right to (a) terminate your access to your account, your ability to post to the Site or the Services and (b) delete or remove any Job Postings and/or Candidate Resumes with or without cause and with or without notice, for any reason or no reason, or for any action that PreferredVendor determines is inappropriate or disruptive to the Site, Services or to any other user of the Site and/or Services. PreferredVendor may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at PreferredVendor’s discretion, PreferredVendor will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Internet.
You acknowledge and agree that the Site is only a venue for Hiring Companies to post job opportunities and Staffing Vendors to submit candidate profiles. PreferredVendor does not screen or censor the Job Postings and/or Candidate Resumes. PreferredVendor is not involved in the actual transaction between any Hiring Company and any Staffing Vendor. You understand that your interactions and dealings with other users of the Site are solely between you and such other user. PreferredVendor shall not be responsible for any loss or damage of any kind incurred as a result of any such interactions and/or dealings, and PreferredVendor will have no obligation to become involved in any dispute between any users, including, without limitation, any billing and/or payment disputes between one Site user and another arising from or in connection such users’ use of the Site and/or the Services.
PreferredVendor does not have any control over the quality, suitability, truth, accuracy, timeliness, safety or legality of the jobs listings posted or the candidate profiles submitted. You assume all risks associated with dealing with other users with whom you come in contact through the Site and/or the Services.
Staffing Vendor Fees.
Hiring Companies will have unique fee arragements set forth in the Hiring Company’s Hiring Company-Staffing Vendor Agreement for the payment of fees to Staffing Vendors for providing staffing services to the respective Hiring Company, which will be determined by each Hiring Company and posted on the respective Hiring Company’s profile on the Site. The payment of any fees to Staffing Vendors by a specific Hiring Company shall be subject to the terms and conditions set forth in the Hiring Company’s Hiring Company-Staffing Vendor Agreement.
Job Postings and/or Candidate Resumes and unauthorized use of any Materials or Third Party Content contained on this Site may violate certain laws and regulations. You shall indemnify and hold PreferredVendor and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees) PreferredVendor or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Site or the use of the Site by any person using your user name and/or password (including without limitation your participation in the posting areas or your Job Posting and/or Candidate Resume, as applicable) violates any applicable law or regulation, or the rights of any third party.
PreferredVendor is a trademark of PreferredVendor in the United States. All other trademarks, names and logos on this Site are the property of their respective owners.
Unless otherwise specified, all information and screens appearing on this Site including documents, services, site design, text, graphics, logos, images and icons, as well as the selection and arrangement thereof, are the sole property of PreferredVendor, Copyright © [insert dates of creation e.g. 200x-2006] PreferredVendor. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.
Copyright and Trademark Infringements.
PreferredVendor respects the intellectual property of others, and we ask you to do the same. PreferredVendor may, in appropriate circumstances and at our discretion, terminate service and/or access to the Site or Restricted Areas of the Site to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or a trademark infringement and appears on our Site, please provide PreferredVendor’s copyright agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit PreferredVendor to locate the material.
- Information reasonably sufficient to permit PreferredVendor to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
PreferredVendor’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:
By mailPreferredVendor, Inc.
2300 M Street, NW
Washington, DC 20037
By phone1-800-959-3812 x113
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
- A physical or electronic signature of the user.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- The user’s name, address, and telephone number, and a statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Such written notice should be sent to our designated agent as follows:
By mailPreferredVendor, Inc.
2300 M Street, NW
Washington, DC 20037
By phone1-800-959-3812 x113
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Only the intellectual property rights owner may report potentially infringing items through PreferredVendor’s reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms..
You shall defend, indemnify and hold harmless PreferredVendor, its successors and assigns and its employees, officers, directors, affiliates and agents from any third party claims, actions, suits, damages, losses and demands, including, without limitation, attorneys’ fees, arising from or relating to: (i) a breach of your representations and warranties or any of these Terms or (ii) your use of the Services or (iii) any Job Posting and/or Candidate Resume you make to the Site, as applicable.
Disclaimer of Warranties.
Your use of this Site and/or the Services is at your own risk. Neither the Materials, Job Postings and/or Candidate Resumes nor the Third Party Content have been verified or authenticated in whole or in part by PreferredVendor, and they may include inaccuracies or typographical errors. PreferredVendor does not warrant the accuracy of timeliness of the Materials, Job Postings and/or Candidate Resumes or the Third Party Content contained on this Site. PreferredVendor has no liability for any errors or omissions in the Materials, Job Postings and/or Candidate Resumes and/or the Third Party Content, whether provided by PreferredVendor or our licensors.
PreferredVendor, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE, THE SERVICES OR ANY MATERIALS OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, THE THIRD PARTY CONTENT AND THE JOB POSTINGS AND/OR CANDIDATE RESUMES OF OTHER VISITORS TO THE SITE. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SERVICES, MATERIALS, THIRD PARTY CONTENT, JOB POSTINGS AND/OR CANDIDATE RESUMES, AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PreferredVendor DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Limitation of Liability.
PreferredVendor SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM YOUR USE OR RELIANCE ON THE SERVICES AND/OR YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIAL ON THE SITE OR RELATING TO YOUR JOB POSTINGS AND/OR CANDIDATE RESUMES, AS APPLICABLE. IN NO EVENT SHALL PreferredVendor BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATED TO THESE TERMS AND/OR YOUR USE OF THE SERVICES HOWEVER ARISING, EVEN IF PreferredVendor KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE. PREFERREDVENDOR SHALL NOT BE LIABLE FOR ANY ACTIONS, OMISSIONS AND/OR DECISIONS MADE BY ANY USER OF THE SITE, INCLUDING, WITHOUT LIMITATION, HIRING DECISIONS.
Limitation on Damages.
IN NO EVENT SHALL PreferredVendor’s aggregate LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS (USD $500).
All disputes between a Hiring Company or a Staffing Vendor and PreferredVendor relating to or arising from these Terms will be arbitrated according to the rules of the American Arbitration Association (AAA) in Washington, DC, including any dispute about the scope of this arbitration agreement, and including all questions about the types of disputes that are subject to this arbitration agreement, all of which you agree will be decided by the arbitrators, whose decision will be final and binding on you. Any issue concerning the extent to which a dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of this agreement, including any contention that all or part of this agreement is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrators determine, in their sole discretion, to be necessary. Further, in any arbitration proceeding, (i) there shall be no award of punitive, exemplary, incidental or consequential or other special damages, (ii) all damages claims and awards will be governed by the provisions of the laws of the District of Columbia, and (iii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorneys’ fees. The proceeding and the decision shall be kept confidential by the parties. The arbitration award may be enforced in any court having jurisdiction over the parties and the subject matter of the arbitration.
Local Laws; Export Control.
PreferredVendor controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.
PreferredVendor prefers to advise you of your inappropriate behavior and recommend any necessary corrective action. However, certain violations of these Terms, as determined by PreferredVendor, will result in termination of your access to the Site or Restricted Areas. PreferredVendor has the right to immediately terminate any password-restricted account for any reason at any time. PreferredVendor reserves the right, in its sole discretion, to delete your Job Postings and/or Candidate Resumes, as applicable, from the Site.
You may not assign these Terms to any third party without the prior written consent of Preferred Vendor. The laws of the District of Columbia and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or the Site will be exclusively heard in the federal courts located in the District of Columbia. If any of these Terms is found to be inconsistent with applicable to law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. PreferredVendor’s failure to enforce any of these Terms is not a waiver of such term. The Terms, and any other documents referenced herein, are the entire agreement between you and PreferredVendor and supersede all prior or contemporaneous negotiations, discussions or agreements between you and PreferredVendor about the Site and/or the Services. The proprietary rights, disclaimer of warranties, indemnities, limitation of liability, limitation on damages and general provisions shall survive any termination of these Terms.