Acceptance of the Terms of Use

The following terms and conditions (“Terms of Use”) govern the access of Users to, and use of, the website to which these Terms of Use are linked (the “Site”), including any content, functionality and services offered on or through the Site, which Site is operated by, made available by, or produced and maintained by the owner of the Site, JobPath Partners LLC, (referred to herein as “JobPath”, “we”, “us”, or “our”) for and on behalf of us and our licensees. These Terms of Use are effective as of May 8, 2019.

“User” is defined as anyone who visits or uses the Site in any manner, including but not limited to: individuals accessing the features made available to individuals seeking a job (the “Job Seeker”), individuals representing companies, organization, partnership, sole proprietorships, or any other business entity which conducts business for the purposes of connecting to Job Seekers or utilizing other HR related services (the “Employer”), or any other individual who accesses the Site in any way. When addressing all Users, these Terms of Use may refer to Users in a direct manner such as “you” or “your”.

These Terms of Use, together with all updates, supplements, additional terms, and all of our rules and policies collectively constitute this “Agreement” between you and us. For the purposes of this document, a reference to the term “Terms of Use” in place of “Agreement” shall not preclude the enforcement of any updates, supplements, additional terms, and all of our rules and policies that constitute the Agreement.

Please read these Terms of Use carefully. BY ACCESSING THE SITE, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE AND CONDITIONS OF USE STATED HEREIN, PLEASE IMMEDIATELY LEAVE THIS SITE.

You must be eighteen (18) years of age or older to visit or use the Site in any manner.

Changes to the Terms of Use

WE RESERVE THE RIGHT, AT OUR DISCRETION, TO CHANGE, MODIFY, ADD OR REMOVE PORTIONS OF THESE TERMS OF USE AT ANY TIME. THESE CHANGES MAY OCCUR WITH OR WITHOUT ANY NOTICE TO YOU. IT IS YOUR RESPONSIBILITY TO CHECK THESE TERMS OF USE PERIODICALLY FOR CHANGES THAT MAY HAVE BEEN MADE. YOUR CONTINUED USE OF THE SITE FOLLOWING THE POSTING OF CHANGES TO THESE TERMS OF USE (INCLUDING THE PRIVACY POLICY) WILL MEAN YOU ACCEPT THOSE CHANGES.

White Label Partners

JobPath may reproduce, in whole or in part, the software available on its website (yourjobpath.com) one of JobPath’s third party partners (“White Label Partner”).  Your use of one of these reproduced sites (herein “White Label”) shall not in any way preclude you from adhering to these Terms of Use. Unless stated otherwise, these Terms of Use shall act as the Terms of Use for a White Label. Whether these Terms of Use appear on the JobPath website or a White Label, your rights, duties and obligations to JobPath under these terms shall remain the same. Furthermore, White Label Partners agree to adhere to and enforce all terms set forth in these Terms of Use, unless said term directly conflicts with an express written term mutual agreed to between the White Label Partner and JobPath. This shall include any changes, modifications, additions, removals, or amendments to these Terms, which shall be made from time to time at JobPath’s sole discretion.

Any reference to the term “Site” herein shall refer to both the JobPath website, as well as any features, elements, and software within White Labels not exclusively reserved by White Label Partner in writing between us and our White Label Partners. Users agree that JobPath makes no warranties for, and is no way responsible for, the White Label Partners or the content on their respective websites. Your use of such services from these entities is entirely at your own risk.

Copyright and Ownership

The Site is owned and operated by us. All of the content featured or displayed on the Site, including, but not limited to, text, graphics, photographs, images, moving images, sound, illustrations, training programs, e-learning software, any code that we create for the Site and any other content (collectively, “Content”), is owned by us or our licensors. This Content only excludes any materials directly provided to us by our White Label Partners for use on their White Label. All elements of the Site, including but not limited to, the general design and the Content, are protected by trade dress, patent, copyright, moral rights, trademark and other laws relating to intellectual property rights. In addition, we reserve: all present and future rights to intellectual property including inventions and improvements, trade marks (whether registered or common law trademarks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction; all rights in respect of an invention, discovery, trade secret, secret process, know-how, concept, idea, information, process, data, formula, or work product; and all work products developed in whole or in part by us. The Site may only be used as a social network, to provide certain services for Job Seekers and Employers that bring Job Seekers and Employers together in a manner that enhances and improves the job and employee search outcome for both the Job Seeker and Employer. Except as may be otherwise indicated in specific documents within the Site, you are authorized to view, play, print and download documents, audio and video found on our Site for personal, informational, and noncommercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Site. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Site. For purposes of these Terms of Use, the use of any such material on any other website or networked computer environment is prohibited. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site. The Site, its Content and all related rights shall remain the exclusive property of us and its licensors unless otherwise expressly agreed.

Purchased Services

Site Access License

We grant you a limited, revocable, non-exclusive, non-transferable license to access and make personal, non-commercial use of the Site or Content and not to download (other than as may be otherwise expressly allowed by us or permitted by law) or modify all or any portion of the Site or Content. This license does not allow any resale or commercial use of the Site or Content except as expressly allowed under written license agreement with Employers for the purpose for which the Site is operated (“Employer Authorized Use”) or as expressly allowed under written agreement with White Label Partners for the operation of their White Label; any collection or use of any Content or any derivative use of the Site or Content; any downloading or copying of personal information except for Employer Authorized Use; or any use of data mining, robots, or similar data gathering and extraction tools. The Site and/or any portion of the Site, including but not limited to any data related to Job Seekers, may not be reproduced, duplicated, copied, sold, resold, visited or otherwise exploited for any commercial purpose without our express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you, and we reserve all rights to pursue civil and criminal remedies towards you beyond such action as we deem appropriate to compensate us for your unauthorized use.

In addition to the foregoing, you are prohibited from attempting to or engaging in:

• Any activity that imposes, or may impose in our sole discretion, an unreasonable or disproportionate load on the Site’s infrastructure, including without limitation, servers or networks connected to the Site;
• Any activity that interferes or may interfere with the proper working of the Site, any activities conducted on the Site or any of the Site’s internal functions;
• Reverse engineering, decompiling, disassembling, deciphering, or any method of attempting to derive the source code of the Site or any portion thereof;
• The use of any datamining, data gathering, extraction, “scraping,” “crawling,” or “spider” techniques, robots, bots, other devices, processes or methods designed to improperly access, add to or download information from the Site;
• “Flooding,” “spamming,” “mailbombing,” or “crashing”;
• Uploading, transmitting, e-mailing, messaging, or otherwise making available or exposing us, our servers, hosts, networks or users to any viruses, worms, trap doors, timers, clocks, counters, time locks, time bombs, logic bombs, Trojan horses or other limiting code, design, instruction, or routines that are designed or intended to do any of the following either automatically or without intentional action: (a) alter, delete or interfere with any data, information, software or subsystems, (b) damage, destroy, disable, suspend the operation of, or alter the operation of any computer software, hardware or telecommunications equipment of ours or any user of ours, or (c) cause the Site or other software or components thereof to become inoperable or otherwise incapable of being used in the full manner for which they were designed or created;
• The assessment, probing, scanning or testing of the system or network’s vulnerabilities or attempting to override, or overriding, the Site’s security components or authentication methods;
• The entrance to any restricted areas, attempt to access or use, or the access or use of any Registration Data or accounts that do not belong to you, or the bypassing of any measures we may use to prevent or restrict access to the Site or any portion thereof;
• The solicitation of login information, Registration Data or personally identifiable information from users;
• The sharing of any login information or Registration Data with a third party or information of non-users without their consent;
• Utilization of framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of ours, its content providers or its Affiliates;
• The utilization of “mirroring” or other methods of simulating or replicating the Site;
• The aggregation, copying, duplication, modification or adaptation of the Site, Contents or User Content, including without limitation expired job postings;
• The creation of derivative works based on the Site, its content or components;
• The collection, use, copying, posting, uploading, transmission, distribution, storage, transfer or destruction of Content or User Content in violation of any applicable law or regulation, including without limitation laws and regulations governing personal information;
• The modification, duplication, licensing or sublicensing, publishing, rebranding, display, sale, re-selling, transfer or deletion of any Content or User Content;
• The sending of promotions, unauthorized advertisements, “junk mail” or mass mailing, “spam,” “phishing,” “pyramid schemes,” “chain letters,” “club memberships” or other unsolicited communications via email, mail, phone calls or faxes to users or our personnel, contacting users that have requested not to be contacted by you, or sending unsolicited promotional materials or advertisements to distribution or group lists;
• The forgery of headers or any part of the header information;
• The posting or submission of inappropriate, inaccurate (including without limitation, uploading an image that is not your likeness or headshot, posting information that does not accurately reflect your biographical information, qualifications, positions and experience, or impersonating another person, living or dead or creating a false identity) or objectionable information, including without limitation content that is bigoted, defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety, or could cause harassment to any person, or display or include any links to indecent, pornographic or sexually explicit material of any kind, as determined by us;
• The downloading of any user information, including name, email, phone number, address, resume, as well as making any attempt to solicit users through the site in any manner, in an effort to create, maintain, or support another employment service (including but not limited to any job boards or online candidate search tools), or to benefit a third party that we determine is harmful to our business;
• The promotion or endorsement of misleading, false or illegal activities, including but not limited to the distribution or sale of illegal weapons, pirating of any media, the promotion or endorsement of unauthorized copies of a user’s copyrighted work;
• The creation of profiles or content that promote escort services or prostitution;
• The posting of information that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
• The posting of information that you do not have the right to disclose under contractual or fiduciary relationships;
• The posting of content that is password restricted or includes hidden pages or images, meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent;
• Activities that abuse, harass or harm (or promote or incite the abuse, harassment or harm of) other users, groups, or companies, including without limitation sending communications that are unwanted;
• The creation of a profile for anyone other than a natural person or posting a resume or applying for a job on behalf of another party;
• The posting of more than one resume at a time;
• The referral of any contact from an Employer to an agent, agency or other third party;
• Activities such as renting, leasing, loaning, trading, or selling or reselling your user access or monetizing any aspect of the Site;
• Activities such as removing any copyright, trademark or other proprietary notices or any form of advertisement on the Site;
• Activities such as infringing or using our brand, logo or trademarks; or
• Activities related to monitoring or collecting or using the Site’s content for a competitive purpose.
• In connection with any job posting, Employers must post only opportunities for bona fide employment for traditional W-2 or 1099 employees and include sufficient detail to clearly and accurately describe the job opportunity and its requirements.
• Employers are prohibited from posting the following:
• Job opportunities that do not comply with applicable law or regulations, including but not limited to labor and employment, equal employment opportunity and employment, data privacy, data access and use, and intellectual property laws or regulations;
• Jobs that require any of the following, unless otherwise required to comply with law, regulations, executive order, or government contracts:
• Citizenship;
• Screening requirements that are not related to the job opportunity or are not legally required;
• Job opportunities in countries that are subject to economic sanctions by the United States;
• Job opportunities that sell, promote or advertise services, products;
• Job opportunities related to modeling, acting, or entertainment agencies;
• Job opportunities that require payments, recruitment of other members, pyramid schemes or “club memberships”;
• Job opportunities that pay only commission unless the posting states that the job pays commission only and includes sufficient detail about the position;
• Job opportunities that advertise sexual services;
• Job opportunities related to the use of human body parts, including without limitation, egg donation or surrogacy;
• Misleading, hidden or irrelevant keywords or information, including without limitation references to companies, colleges, universities, cities, states, towns or countries unrelated to the job opportunity;
• Hyperlinks, unless approved in writing by us;
• Inappropriate, inaccurate, false, misleading or objectionable information, including without limitation content that is bigoted, defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety, or could cause harassment to any person, or display or include any links to indecent, pornographic or sexually explicit material of any kind, as determined by us;
• Job opportunities that promote or endorse a political party or agenda;
• Job opportunities that that require users to provide information concerning his or her race or ethnicity, political or religious beliefs, trade union affiliation, physical or mental well-being, criminal history, or age.

Corporate Identification & Trademarks

All of our trademarks, service marks and trade names used herein (including but not limited to the corporate names and logos of ours, its names and designs of the Site, and any logos) are trademarks or registered trademarks of ours, our vendors, licensors or authorized Employers. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify such trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Site, without our prior written consent. The use of our trademarks on any other website or network computer environment is not allowed. You are granted a limited, revocable, non-exclusive, non-transferable right to create a link to any page of the Site so long as the link does not portray us, our content providers, our licensors or authorized Employers or our or their products or services in a false, misleading, derogatory or otherwise offensive manner. You may not use our logo(s) or other proprietary graphic or trademark as part of the link without express written permission. Except as expressly stated herein, no rights or licenses are granted hereunder.

Links to Third Parties & No Endorsement

The Site contains links to other web sites controlled by third parties. These links are provided solely as a convenience to you and do not imply endorsement by us of, or any affiliation with, or endorsement by, the owner of the linked site. We are not responsible for the contents, accuracy or use of any linked site, or any consequence of making the link. The Site may also include a tool that allows you to sign in or register using information from your account with a third party service, such as Facebook, Twitter, Pinterest, or Google. These third party services are unrelated to the Site, and your use of such third party services is subject to the terms and policies of those services.

You shall not use our name or any language, pictures or symbols which could, in our judgment, imply our endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

Privacy Policy

Data collection and use, including data collection and use of personally identifiable information is governed by our Privacy Policy, which is incorporated into and part of this Agreement.

User Content

“User Content” remains the intellectual property of the individual user and includes any and all data related to a User. By having your content on the Sit, and/or otherwise using the Site in any way, you expressly grant us a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display such content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. We may refuse or remove User Content for any reason and without notice. All User Content are deemed non-confidential and we shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Content.

All User Content must comply with any additional guidelines posted on the Site, as applicable. User Content do not represent the views of us or any individual associated with us and we do not monitor, screen or verify this content. In no event shall you represent or suggest, directly or indirectly, our endorsement of User Content. We do not vouch for the accuracy or credibility of any User Content nor take any responsibility or assume any liability for any actions you may take as a result of reading User Content on the Site. Through your use of the Site, you may be exposed to Content or User Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. By using the Site, you assume all associated risks.

Account Registration and Security.

If you decide to register with the Site, you may receive or establish a user name, password and account. By providing your e-mail address, you agree to allow us to send you e-mail messages. In consideration of use of your registration, you will: (a) provide true, accurate, current and complete information about yourself as prompted by the applicable registration form (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and the intended use of the registration and Site. We have the right to provide user account, content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business).

Forums and Public Communication

In addition to complying with any guidelines posted on the Site, you are prohibited from posting or sending any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. You further understand and agree that sending unsolicited email advertisements to any user of the Site or through voice computer systems is expressly prohibited by these Terms of Use. Any such unauthorized use of our computer systems is a violation of these Terms of Use and applicable "anti-spam" laws. You are further prohibited from:

• using profanity in any communications with other users;
• using the Site to find the location of any other user; or
• stalking, harassing or threatening other users.

Any forum on the Site shall be used only in a non-commercial manner. You shall not, without our express written approval, distribute or otherwise publish any material containing any solicitation of funds, promotion, advertising, or solicitation for goods or services. You specifically acknowledge that soliciting other users to join or become members of any commercial online service or other organization is expressly prohibited.

It is our policy to respect the privacy of all users. Therefore, in addition to the privacy of Registration Data (see our Privacy Policy) we will not monitor, edit, or disclose the contents of a user's e-mail address unless required in the course of normal maintenance of the Site and its systems or unless required to do so by law or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on us or the Site; (2) protect and defend the rights or property of us, the Site, or the users of the Site; or (3) act in an emergency to protect the personal safety of our guests, the Site, or the public. Users shall remain solely responsible for the content of their messages and we shall have no obligation to prescreen any such content. However, we shall have the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted on the Site. Without limiting the foregoing, we shall have the right to remove any material that we find to be in violation of the provisions hereof or otherwise objectionable, and the additional right to deny any user who fails to conform to any provision of these Terms of Use access to the Site.

In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from the Site. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.

Representations and Warranties

You shall be solely responsible for your own User Content, use of your registration and the consequences of posting or publishing or participating in the Site. In connection with User Content and your use of the Site, you affirm, represent and warrant the following: (i) you are eighteen (18) years of age or older and have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions and obligations therein; (ii) you have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the licenses herein; (iii) if necessary you have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Site and these Terms of Use, and each such person has released you from any liability that may arise in relation to such use; (iv) you have read, understood, agree with, and will abide by the terms of this Agreement; (v) User Content and our use thereof as contemplated by these Terms of Use and the Site will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights and rights of publicity; (vi) User Content do not contain: (a) material falsehoods or misrepresentations that could harm us or any third party; (b) content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (c) advertisements or solicitations of business; or (d) impersonations of third parties.

Termination

We may suspend or terminate your access to all or any part of the Site, including without limitation your account, without notice, for any reason in our sole discretion, including without limitation our belief that such access would violate any applicable law or would be harmful to the interests of us or another user or after a significant period of inactivity. Upon termination, you will lose all access to the Site, Content and User Content thereon.

Release

In the event that you have a dispute with one or more other users of the Site, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) 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.

Disclaimer and Limitation of Liability

YOUR USE AND BROWSING OF THE SITE ARE AT YOUR OWN RISK. EXCEPT AS OTHERWISE PROVIDED ABOVE, EVERYTHING ON THE SITE, INCLUDING WITHOUT LIMITATION ANY SOFTWARE, TOOLS OR SERVICES OFFERED, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT TO THE EXTENT PERMITTED BY LAW. WE MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE INFORMATION, SOFTWARE, TOOLS OR SERVICES CONTAINED ON THE SITE AND SPECIFICALLY DISCLAIMS ANY WARRANTY AS TO THE SUITABILITY, RELIABILITY, QUALITY, AVAILABILITY, TIMELINESS OR ACCURACY OF SUCH CONTENT FOR ANY PURPOSE. WE DO NOT WARRANT THAT THE SITE, SITE FUNCTIONS OR SERVER WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVER THAT MAKES SUCH CONTENT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, OR THAT THE SITE, ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. YOU (AND NOT US) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR OTHER WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR OTHER WEBSITES INCLUDING BUT NOT LIMITED TO RELIANCE BY A USER ON ANY INFORMATION OR CONTENT OBTAINED FROM THE SITE THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OUR RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT AND SERVICES AVAILABLE THROUGH THE SITE.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST BUSINESS, LOST JOBS, LOST OPPORTUNITIES, LOST PROFITS, OR LOST DATA, HOWEVER ARISING, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED ONE THOUSAND DOLLARS ($1,000.00).

Rights to Work Product

Any technological, operational, or informational advancements to Website and services that are created or discovered by us through the use and implementation of Employer training modules, products, and other services provided by us or our assignees, subcontractors, counterparts or Affiliates and any expression or result of our services, or the work, findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software, and other technical information (collectively “Work Product”) created by us in the course of performing the Services hereunder are the property of us and are licensed to you at our discretion. You shall have no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product.
(b) You may, from time to time, provide suggestions, comments, or other feedback (whether in oral or written form) to us in connection with the Services or the development, testing, marketing or other activities contemplated by this Agreement (“Feedback”). Any Feedback will be given entirely voluntarily. We will be free to use, copy, modify, license, sell, distribute and otherwise exploit the Feedback provided to it under this Agreement in any way it sees fit, entirely without any payment or obligations or restrictions of any kind. Feedback, even if designated as confidential by you, will not be subject to the confidentiality obligations referenced in this Agreement unless the parties expressly agree otherwise in a separate signed writing.

Notice

All notices or other communications referenced under this Terms of Use shall be made in writing and sent to the address designated below or designated from time to time in writing by the Parties. All notices shall be deemed given to the other Party if delivered receipt confirmed using one of the following methods: registered or certified first class mail, postage prepaid; recognized courier delivery; or electronic mail

Assignment

You may not assign or otherwise transfer any of your rights or obligations under this Agreement without our prior written consent; provided, however, that either you or us may, without such consent, assign this Agreement in connection with (i) any corporate restructuring, (ii) the sale of all or substantially all of its assets or stock, or (iii) any similar corporate transaction, subject to such successor entity entering into an agreement to assume, acknowledge and agree to comply with the terms and conditions of this Agreement and payment of any applicable fees associated with such transfer. This Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assignees.

Subcontract

You agree that we may subcontract obligations to be performed hereunder; provided that any such subcontractors shall be required to comply with all applicable terms and conditions of this Agreement, and we shall remain primarily liable for the performance of any such subcontractors.

Survival

All rights and obligations of the Parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

Indemnification

(a) You shall defend, at your expense, and indemnify and hold harmless us, our officers, directors, and employees (collectively, the “Indemnitees”), in accordance with the procedures described in Subsection (b) below, from and against any losses, claims, demands, penalties, actions, causes of action, suits, obligations, liabilities, damages, loss, cost, expense, judgments and interest that any of the Indemnitees incurs because of a third party claim, action or proceeding (i) alleging that any of the Content or User Content provided under this Agreement, including, without limitation any postings on the Site by you or on your behalf or the use thereof or of any portion of any of the foregoing, infringes or involves the misappropriation of any patent, copyright, trade secret or other proprietary or intellectual property right of such third party, or (ii) is based on or arising out of or resulting in any manner from (A) your, your affiliate’s, or any of its respective officers, directors, employees, agents or representatives’ violation of the Terms of Use or Privacy Policy or (B) your, your affiliate’s, or any of its respective officers, directors, employees, agents or representatives’ violation of applicable law in connection with the use of the Site, the Content or User Content.

(b) Promptly after receipt by any Indemnitee of notice of the commencement of any civil, criminal, administrative or investigative action or proceeding involving a claim for which the Indemnitee will seek defense, indemnification or to be held harmless, the Indemnitee shall notify you of such claim in writing. The failure to so notify shall not relieve you of your defense, indemnification and hold harmless obligations unless you can show that it was materially prejudiced by such delay and then only to the extent of such prejudice. You shall have (i) sole control over the defense and disposition of such claim or threatened claim and (ii) the Indemnitee shall, at your reasonable request and at your sole cost and expense, provide reasonable cooperation and assistance to you in the defense and disposition of any such claim or threatened claim; provided, however, that you shall not settle any such claim or threatened claim in a manner that would require the Indemnitee to perform or not perform any action, without the Indemnitee’s prior written consent, or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Indemnitee, or otherwise adversely affects the Indemnitee’s rights or interest without the Indemnitee’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned; and provided, further, however, that the Indemnitee may at all times, with counsel of its choice and at it expense, monitor and participate in such defense and all related settlement negotiations.

Force Majeure

Neither we nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond its or your reasonable control, including, without limitation: acts of God or public enemy, failure of suppliers to perform, any internet connectivity issues outside our immediate control, fire, floods, storms, earthquakes, riots, strikes, war, and restraints of government.

Governing Law

This Agreement shall be governed by the laws of the State of New Jersey, excluding choice of law principles. By using the Site, you hereby consent to the non-exclusive jurisdiction and venue of the federal courts in New Jersey in any action arising out of or relating to the use of the Site. Except for matters of fact that must be tried by a jury under applicable law and where such a waiver may not be honored under applicable law, you agree to waive any right to have a jury participate in the resolution of any dispute or claim between you and us or any of their respective Affiliates arising under this Agreement.

Severability; Waiver

If any portion of this Agreement is held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable law to the greatest extent possible to reflect the original intentions of the parties and the remainder of the provisions shall remain in full force and effect. Our failure to insist upon or enforce strict performance of any provision of these terms shall not be construed as a waiver of any provision or right.

Additional Terms

Additional terms and conditions may apply to the purchase of product and other uses of the Sites. By using any of the Sites, you agree to such terms and conditions.

Entire Agreement

These terms and conditions are the entire agreement between the user and us and supersede any prior understandings or agreements (written or oral).

DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE POLICY

Consistent with the Digital Millennium Copyright Act, if you believe that your copyrighted materials have been copied in a way that constitutes copyright infringement, please send an e-mail or written notice to our designated agent for notices of infringement and provide the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

2. A description of the copyrighted work that you claim has been infringed;

3. A description of where the material that you claim is infringing is located on the Site;

4. Your address, telephone number, and e-mail address;

5. 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

6. 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.

Any notice for claims of copyright infringement shall be addressed to our agent as follows:

By mail:
JobPath Partners, LLC
5 Penn Plaza
23rd Floor
New York, NY 10001

By email:
customersupport@yourjobpath.com