VETTY, INC.

CANDIDATE TERMS OF SERVICE

 

I. Introduction

These Terms of Service (‘Terms’) are between Vetty, Inc.(hereafter, ‘Us’, ‘We’, ‘Our’, or ‘Company’) and the individual using the Vetty Solution for the purposes specified in these Terms (hereafter, Candidate’, ‘You’, or ‘Your’) as an independent contractor, an applicant for employment, someone who is undergoing evaluation for employment, or an individual who would like to use the Vetty Solution integrated with a social network as offered by Vetty.  By setting up a Candidate Account (as defined below) and “clicking” the “I AGREE” button at the end of these terms, You agree to all the provisions contained in the Terms of Service. If you do not agree to Our Terms of Service, please do not click “I AGREE” below and do not use the Vetty Solution.

By using the Service, You agree to transact electronically through the Site. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that Your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes Your signature as if actually signed by You in writing.  You further agree to receive notices electronically, including via email or posting to Your Candidate Account.  Your consent to receive notices electronically includes notices required under federal, state, or local law, including the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq.

By providing Your telephone number, You are providing express written consent to receive communications from Us for any purpose, including but not limited to marketing various services from both Us and companies We have joint marketing agreements with. Additionally, You agree to receive communications from Us regarding our Service and any information You may have obtained via Your use of Our Website. You agree that these communications include, but are not limited to, the use of an Automated Telephone Dialing System, prerecorded and/or artificial voice, SMS, MMS, text, fax, email or other similar means. Note, regardless of whether Your phone number is registered on a state or federal Do Not Call list, You agree that We are not responsible for any charges to You regarding these communications. Standard voice and data rates may apply. Further, You understand that You do not need to provide this consent to call as a condition to receive any good or service, in which case You will not provide Your phone number if you do not consent.

 

II. Conditions.

A.  Compliance. In exchange for Us providing You the Services described below, You agree to comply with these Terms of Service and applicable law.

B.  Confidentiality. In connection with these services, You may have access to Confidential Information relating to Our Intellectual Property, including but not necessarily limited to trade secrets, service marks, trademarks, trade names, logos, symbols, brand names, software, technology, inventions, processes (that are subject to a patent or otherwise pending) (collectively “Proprietary Intellectual Property”).  You acknowledge and agree that We are the sole exclusive owner of all right, title and interest in such Proprietary Intellectual Property, and You shall not disclose to any third party the nature or details of any such Proprietary Intellectual Property.  You further agree that You have no right to publish, reproduce, prepare derivative works based upon, distribute, perform or otherwise display any of Our Proprietary Intellectual Property.

C.  Independent Contractor. The Parties agree that the relationship of the Parties created by this Agreement is that of independent contractor and not that of employer/employee, principal/agent, partnership, joint venture or representative of the other. Except as authorized hereunder, neither Party shall represent to third parties that it is the employer, employee, principal, agent, joint venture or partner with, or representative of the other Party.

D.  Fees and Payment. [If prompted by an employer to create an account, the Candidate shall pay nothing.

E.  Term and Termination.

Term.  The term of this Agreement commences on the date you accept our terms and shall be in effect until terminated.

Termination. In General.  Except as otherwise provided for below, either Party may cancel this Agreement by giving thirty (30) calendar days written notice to the other Party. 

Early Termination.  You may terminate the Term for any reason at any time by sending an email to support@vetty.co and completing a Termination Notice.  Any fees, taxes or charges paid to Us are forfeited. 

Termination for Cause.  If You materially breach any provision of this Agreement, then We may give written notice to You of such breach (which written notice must describe, in reasonable detail, the alleged breach).  If You’ve not resolved the breach to Our satisfaction, upon the expiration of thirty (30) calendar days, the Term and Your access to, and use of, the Vetty Solution automatically terminates.

Termination for Inactivity.  If You do not utilize Your Candidate Account for a period of sixty (60) consecutive calendar days We may, by written notice to You, terminate the Term and Your access to, and use of, the Vetty Solution.;

 

III. Services. This Section describes the Service We provide to You and governs Your access to, and use of, the Vetty Solution.

 

A.  Definitions. In addition to all other terms defined elsewhere in these Terms of Service, the following terms shall have the following meanings:

Affiliate” means with respect to any Person, any Person which, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any parent, subsidiary, equity-holder, officer, director, member, employee, representative or agent of such Person.  For the purposes of this definition, “control” shall mean the ability, directly or indirectly, to direct the activities of the relevant Person. 

Applicable Law” means all local, state, national and international laws, statutes, rules, regulations or common law applicable to You and Us in connection with these Terms of Service and Your use of the Vetty Solution.

Business Day” means any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in the State of New York.

Candidate” means an individual who is applying or being evaluated for an employment, consulting, independent contractor, or other position by an Organization. 

Candidate Account” means an account established by a Candidate that is part of the Vetty Solution.

Candidate Data” means (a) Candidate Account Information (as defined below); and (b) Our Information.

Change of Control” means, with respect to Us, the occurrence of any of the following events:  (a) any consolidation or merger of Us with, or into, any other entity in which the holders of Our outstanding voting equity immediately before such consolidation or merger do not immediately after such consolidation or merger retain equity in the surviving entity representing a majority of the voting power of the surviving entity or equity representing a majority of the voting power of an entity that wholly owns, directly or indirectly, the surviving entity; (b) the sale, transfer or assignment of Our securities representing a majority of the voting power of Our outstanding voting securities to an acquiring Person or group of Persons; or (c) the sale of all, or substantially all, of Our assets.

Content” means all information, data, documents, prompts, music, sound, photographs, graphics, video, messages, goods, products, services or other materials, including, but not limited to, Requests.

Intellectual Property Rights” means all right, title and interest to a Person’s: (a) patents, patent applications, patent disclosures and all related continuations, continuations-in-part, divisionals, reissues, reexaminations, utility models, certificates of invention and design patents, registrations and applications for registrations; (b) trademarks, service marks, trade dress (including the look and feel of the Candidate App), internet domain names, logos, trade names and corporate names and registrations and applications for registration thereof; (c) copyrights and registrations and applications for registration thereof; (d) computer software, data and documentation (e) inventions, trade secrets and confidential business information, whether patentable or non-patentable and whether or not reduced to practice, know-how, processes and techniques, formulae, algorithms, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and strategies and customer and supplier lists and information; (f) other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions); and (g) copies and tangible embodiments thereof.

Our Information” means information of or relating to Candidates that We develop and provide to Organizations.

Our Hardware” means any computer hardware owned or leased by Us and that is utilized in connection with the Vetty Solution.

Our Software” means any computer software owned or licensed by Us and that is utilized in connection with the Vetty Solution.

Organization” means a customer of Ours who has established an Organization Account so that:  (a) it can send Requests to one or more Candidates to establish Candidate Accounts; and (b) We can provide Candidate Data to such Organization.

Organization Account” means an account established by an Organization as part of the Vetty Solution from which such Organization can:  (a) send Requests to Candidates; and/or (b) receive Candidate Data from Us.

Parties” means You and Us.

Person” means any individual or entity.

“Invitee” means a Person that You have authorized Vetty to send an invitation via the Vetty web-based platform to view Your Candidate Data that You have chosen to share with that Person and who may be required to create an account with the Vetty platform to view information.

Representatives” means a Person’s Affiliates, directors, officers, managers, employees, agents and other representatives.

Request” means an electronically transmitted request (which is either sent by e-mail or is posted to a Candidate Account) sent by an Organization Team Member to a Candidate requesting that such Candidate:  (a) establish a Candidate Account; (b) perform a self-evaluation and/or self-verification; and (c)(i) authorize access to Candidate Data for non-employment purposes or (ii) subsequent to receipt of a disclosure form, authorize access to Candidate Data for employment purposes.

Taxes and Charges” means all sales, use, value-added and other taxes (other than taxes based on Our income), and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, fees, duties, and charges and any related penalties and interest, arising from Your use of, and access to, the Vetty Solution.

Us”, “We”, “Our” or the “Company” means Vetty, Inc.

Vetty Solution” means the Vetty web based platform through which:  (a) Organizations with Organization Accounts can send Requests to Candidates; (b) Candidates can establish Candidate Accounts and request that Vetty verify certain background data provided or conduct specific background checks about them; and (c) Candidates can provide Organizations or Invitees with the Candidate’s own Candidate Data through the Vetty web-based platform.  The Vetty Solution is provided by Us to You using Our Hardware, Our Software and Your Candidate Account.

 

B. Establishing a Candidate Account and Using the Vetty Solution.

Representations and Warranties.  Use of the Vetty Solution requires that you first create a Candidate Account.  By creating a Candidate Account, you represent and warrant to Us that:  (a) You are over 18 years old; and (b) You shall use the Vetty Solution only as authorized in these Terms of Service.

You agree that You will provide Us with truthful and accurate information when setting up Your Candidate Account, will keep such information up-to-date and will select login information (including a password).  You shall have all responsibility for any inaccuracies in any information  You provide to Us or in respect of Your failure to keep such information up-to-date.  You agree that You:  (a) will not share Your Candidate Account or login information with any third Person, nor let any third Person access Your Candidate Account; (b) are responsible for maintaining the confidentiality of the login information for Your Candidate Account; (c) will notify Us immediately at support@vetty.co or 857-410-0145 if You know or suspect that Your Candidate Account or Candidate Account login information has been compromised or that Your Candidate Account has been used without Your authorization; and (d) are fully and solely responsible for all activity on Your Candidate Account (except for such activity initiated by Us or by any Organizations you are applying for positions with or interact with).

Creating a Candidate Account.  Access to, and use of the Vetty Solution through a Candidate Account can occur in two ways:

1) Organizational Invitation.  A Representative of the Organization that is considering Your employment or consultancy (an “Organization Team Member”), can send You a Request by e-mail.  By clicking the link in the Request, You will be forwarded to a web-landing page and can establish a Candidate Account by:  (a) providing Your first name, last name, e-mail address and phone number; and (b) establishing a user-name and password.  You will then be permitted to log onto the system.

Once You have logged onto the System, You will have access to Your Candidate Account and You will be asked to: (i) provide information that you want to be verified, and (ii) complete certain documents needed for Us to (a) verify the information you have provided or (b) perform a background check selected by the Organization. Please note that if you do not follow these steps, the applicable Organization may not consider You for employment or a consultancy. 

2) Candidate Initiation.  A Candidate may establish his/her own Candidate Account. To do so, the Candidate must click on the link on our website and (a) provide his/her first name, last name, e-mail address and phone number; and (b) establish a user-name and password.  Once completed, this will permit the Candidate to log onto the system.  Once logged onto the System the Candidate will have access to their Candidate Account and will be prompted to provide information to be verified or used to have a background check conducted.

Candidate Account Information.  Your Candidate Account will contain: (a) Information you provided; (b) the status of Information being verified; and (c) any other background information you have requested or have agreed to have completed about you (the information referred to in clauses (b) and (c) above are collectively referred to in these Terms of Service as “Your Candidate Account Information”).  During the Term, You will be able to: (i) access and view the Requests sent to You by Organizations and Your Candidate Account Information; and (iii) share some of Your Candidate Account Information with Organizations or Invitees as permitted by the Vetty Solution.

Links and Third Person Property.  Your Candidate Account may contain links or other content related to websites, advertisers, products and/or services offered by third Persons (the “Third Person Property”).  We have no control and make no representation with respect to any such Third Person Property or any information provided or transmitted via such Third Person Property, or otherwise provided by any such third Persons.  YOU UNDERSTAND AND AGREE THAT USE OF SUCH LINKS AND THIRD PERSON PROPERTY IS AT YOUR OWN RISK, THAT SUCH LINKS AND THIRD PERSON PROPERTY ARE GOVERNED BY SUCH THIRD PERSONS’ TERMS OF USE AND PRIVACY POLICIES, AND THAT WE ARE NOT RESPONSIBLE FOR THE PRIVACY OR BUSINESS PRACTICES OR OTHER POLICIES OF SUCH THIRD PERSONS. YOU SHOULD CAREFULLY REVIEW THE APPLICABLE TERMS AND POLICIES THAT APPLY TO ANY SUCH THIRD PERSONS. WE ARE NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR SUCH THIRD PERSONS, OR FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED BY YOU AS THE RESULT THEREOF, AND WE EXPRESSLY DISCLAIM, AND YOU EXPRESSLY RELEASE US AND OUR AFFILIATES AND REPRESENTATIVES FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, LOSS, HARM AND/OR DAMAGES, ARISING FROM AND/OR IN ANY WAY RELATED TO SUCH THIRD PERSONS, INCLUDING WITHOUT LIMITATION THOSE RELATING TO AVAILABILITY, TERMS OF USE, PRIVACY, SOFTWARE/HARDWARE DAMAGE OR THIRD PERSON PROPERTY.

Acknowledgements.  In connection with Your use of the Vetty Solution, You acknowledge and agree that:

(a) We shall have no liability in connection with any Content that You or any Organization posts to, transmits from, or otherwise makes available to third Persons from Your Candidate Account.

(b) Neither We nor our Representatives will play any role in, and shall have no liability with respect to:  (I) any Organization’s decisions concerning (A) the requirements of any employment,contracting, , independent contract, orother position that You are applying for or may be evaluated for in the future using the Vetty Solution, (B) the selection of Candidates by such Organization for such position(s), (C) the formulation of Requests for Candidates, or (D) the employment, contracting, or other, independent contract, or other decisions made by any Organization;

(c) You may notify an Organization that You no longer desire to be considered for a position (either through active communication or non-responsiveness (i.e. “ghosting”))

(d) Subject to (e) below, You may report to Us that You believe a mistake is present in certain of Your Candidate Account Information or the Candidate Data.  If You do so, then: (i) We will take steps to investigate such report and, if We deem it appropriate (in Our sole discretion), correct any such mistake in Your Candidate Account Information or Candidate Data; and (ii) You will have no recourse as to Us or the applicable Organization with regard to such correction (or refusal to make such correction) and You hereby accept Your Candidate Account Information and the Candidate Data as corrected (or not).

(e) Personal Information. You can review and change the personal information You provided to Us in creating Your Candidate Account by logging into the Service and visiting your account profile page. You may also send us an email at support@vetty.co to request access to, correct any personal information you have provided to us. We cannot delete your personal information except by also deleting your user account. We may not accommodate a request to change information if we believe the change would violate any law or legal requirement or cause the information to be incorrect. 

Restrictions.  You agree that You will NOT do any of the following:

(a) interfere with or disrupt the operation of the Vetty Solution (or any component thereof, including, but not limited to, the computer networks connected to or comprising the Vetty Solution);

(b) sell, resell, license, distribute or otherwise transfer any portion of the Vetty Solution (or any component thereof) or any of Your Candidate Account Information or the Candidate Data, or allow the use of the Vetty Solution (or any component thereof) by any Person other than Yourself, except as authorized herein or otherwise authorized by Us in writing;

(c)  attempt to disable or circumvent any security or access control mechanism used by, or associated with, the Vetty Solution;

(d)  attempt to gain unauthorized access to any portion of the Vetty Solution, or use the Vetty Solution (or any component thereof) for any unauthorized or unintended purpose;

(e)  harvest or otherwise collect information about the Organizations who use the Vetty Solution or any Candidates;

(f) modify or enhance any component of the Vetty Solution;

(g)   use any component of the Vetty Solution in a manner that introduces any virus, corrupted data or other harmful, disruptive or destructive code or files to, or otherwise interferes with, disrupts, overloads or burdens any portion of the Vetty Solution (including, but not limited to, Our Hardware and/or networks or those of Our service providers).

(h)  post, transmit or otherwise make available on the Vetty Solution (or any component thereof) any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, adult-oriented, or racially, ethnically or otherwise objectionable;

(i) post, transmit or otherwise make available any of Your employment history, education or other evaluative material concerning  You on the Vetty Solution (or any component thereof), except as authorized herein or otherwise authorized by Us in writing.

(j) represent to any Person that We are responsible for making any employment, contracting, or other, independent contract, or other decisions on behalf of any Organization;

(k) impersonate any Person;

(l) post, transmit or otherwise make available on the Vetty Solution (or any component thereof) any Content that You do not have a right to post, transmit or otherwise make available (including, but not limited to, proprietary and confidential information of third Persons);

(m) post, transmit or otherwise make available on the Vetty Solution (or any component thereof) any Content that infringes any Intellectual Property Rights of any Person;

(n) intentionally or unintentionally violate any Applicable Law relating to Your use of the Vetty Solution (or any component thereof);

(o) promote or provide instructional information on the Vetty Solution (or any component thereof) about illegal activities; or

(p) offer for sale, sell, offer to license or license any item, good or service on the Vetty Solution.

 

C.  Our Obligations; Upgrades/Maintenance.

Our Obligations

(a) If You have any questions, comments and/or complaints about the Vetty Solution during the Term, please contact Us at support@vetty.co or 857-410-0145.

(b)  We agree that during the Term, we will maintain Your Candidate Account with an independent “cloud” storage provider (an “Account Storage Provider”).  Please note that although We will endeavor to select an Account Storage Provider that maintains commercially reasonable security protections:  (i) We will not be providing the security for Your Candidate Account (that will be done by the Account Storage Provider); (ii) We cannot guaranty or ensure that the security measures employed by the Account Storage Provider will not be breached or that the data in Your Candidate Account will not be accessed or used by third Persons who are not authorized to access Your Candidate Account; and (iii) We will not be responsible for any breach of the security measures employed by the Account Storage Provider and/or the unauthorized access or use of the information contained in Your Candidate Account.

Upgrades and Maintenance.  You acknowledge that:  (a) We may, but are not obligated to, modify, update, make upgrades to, and/or perform maintenance on the Vetty Solution (or any component thereof); (b) when and if We modify, update,  make upgrades and/or perform maintenance, this may mean that the Vetty Solution (including Your Candidate Account) may be unavailable for a period of time; and (c) in no event will We be liable to You or any third Person for any unavailability of any component of the Vetty Solution caused by modifications of, updates, upgrades to and/or maintenance performed on any component of the Vetty Solution.

 

D.  Ownership; Licenses;

Ownership.  Subject to the license that We are providing to You and the licenses that You are providing to Us below, Parties acknowledge and agree that:  (a) all of Your Candidate Account Information stored in Your Candidate Account is owned by You; (b) all Candidate Data (including, but not limited to, the Candidate Data stored in an Organization Account, but excluding Our Information) is owned by You, but only to the extent such Candidate Data relates to You (and not other Candidates); (c) We own Our Information; and (d) each Organization owns the Requests it sends to You.  You further agree that services performed by Vetty does not include evaluating Your Candidate Account Information or any Candidate Data or information whatsoever under the Vetty Solution for any purpose.

License of Your Candidate Account Information and Candidate Data.  Notwithstanding the provisions of Ownership immediately above, You hereby grant to Us a worldwide, perpetual, non-terminable, exclusive, fully-paid-up, assignable (only in connection with Our rights to assign below) and sub-licensable license from You to: (a) store Your Candidate Account Information and the Candidate Data that relates to You (excluding Our Information) in Your Candidate Account; (b) use Your Candidate Account Information and the Candidate Data that relates to You (excluding Our Information) to generate Our Information; (c) disclose Our Information which incorporate Your Candidate Account Information and the Candidate Data that relates to You to Organizations to which You have applied for a position or contract or that You have authorized to obtain a background check on You for employment purposes; and (d) use some or all of Your Candidate Account Information and the Candidate Data that relates to You (excluding Our Information) in Your Candidate Account, together with information contained in the Candidate Accounts of other Candidates in their Candidate Accounts and other information that We gather, but only in aggregated, de-identified form, to produce reports and documents for disclosure to third Persons (e.g. white papers, blogs) and disclose such reports and documents to third Persons (the “In-Bound Vetty License”).  Pursuant to the In-Bound Vetty License, We hereby grant to You a worldwide, non-terminable, non-exclusive, fully-paid-up, assignable sublicense to: (i) access and print Your Candidate Account Information stored in Your Candidate Account; and (ii) use Your Candidate Account Information that You have printed from Your Candidate Account  perpetually.

Use License for Your Candidate Account.  During the Term only and subject to the other provisions of these Terms of Service, We hereby grant to You a limited, revocable, non-exclusive, non-assignable, non-sublicensable, worldwide license to use Your Candidate Account (as embedded in the Vetty Solution) for Your personal purposes only. 

Licenses Given by You to Us.  You agree that In addition to Our use and disclosure of the information collected by Us about You, You hereby grant to Us a non-revocable, non-exclusive, perpetual, assignable, fully paid-up, royalty free, worldwide license to: (i) to modify and enhance the Vetty Solution based on Your use of Your Candidate Account; and (ii) to develop, market, sell and license new product and service offerings based on Your use of Your Candidate Account (collectively the “Commercial Purposes”).

 

E. Intellectual Property

Our Ownership Generally.  You understand and agree that the Vetty Solution and all of its components, including, but not limited to, Your Candidate Account (except for Your Candidate Account Information that is owned by You), Our Information and all other information, techniques, methodologies and materials provided by Us to You in connection with performing Our obligations under these Terms of Service or created by Us pursuant to License section above, including, but not limited to, all of Our Intellectual Property Rights and all modifications to, improvements of or derivatives thereof and all rights of ownership therein (collectively, “Our Property Rights”) are Our sole and exclusive property and shall remain vested in Us.  You hereby assign any right, title and interest You may have to any of Our Property Rights (either on the date you click “I AGREE” on these Terms and Conditions (the “Effective Date”) or after the Effective Date) to Us.  Subject to the licenses contained in Sections  above, You do not claim and agree to not:  (a) assert or challenge, on Your behalf or on behalf of any third Person, or assist any third Person in asserting or challenging, Our ownership, now or in the future, with regard to any right, title or interest in or to any of Our Property Rights and/or the validity of Our Property Rights; or (b) sell, assign, attempt to assign or sublicense to any third Person any of Our Property Rights.  Any documentation that is copyrightable material and that may arise out of the provision of the Vetty Solution to You (except for documentation which constitutes Your Candidate Account Information) shall be Our sole and exclusive property and to the extent that such copyrightable material is not deemed to be authored Us it shall be deemed a work for hire authored by You for Us under Applicable Law and if it shall not be deemed to be a work for hire then by operation of these Terms of Service all right, title and interest to such copyrightable material is hereby assigned by You to Us.

Further Assurances.  You agree that upon Our written request and without further consideration, You shall execute and deliver such further instruments of transfer and assignment and take such other action as We may reasonably require to more effectively transfer, assign, and/or vest in, Us Our Property Rights.

Trademarks.  You agree that You shall not alter or remove from any of Our Software any proprietary, copyright, trademark or trade secret legend.

Reverse Engineering/Distribution.  You agree that You shall not decompile, reverse assemble or reverse engineer, or prepare any derivative works or translations of any component of the Vetty Solution, including, but not limited to, Your Candidate Account, Our Software, Our Property Rights or any of the underlying code thereof or any part thereof.

Know-How.  Notwithstanding anything to the contrary herein, You acknowledge and agree that:  (a) We are in the business of providing product and services based, in part, on the knowledge, experience and know-how We gain in providing products and services to customers and other Persons (including Candidates); and (b) nothing shall be deemed to prohibit Us and/or Our Representatives from using any general knowledge, ideas, concepts, processes, experience and know-how developed or created in the course of providing the Vetty Solution and retained by Our Representatives (collectively, “Know-How”) in connection with: (i) the provision of products and services to other Persons; and/or (ii) the development of Our future Intellectual Property Rights, products and services (whether in connection with internal purposes and/or for future third Person engagements), and You shall have no ownership rights in such Know-How or in any Intellectual Property Rights created or derived from such Know-How.

Feedback.  You agree that:  (a) We shall be the exclusive owner of any feedback that You may provide to Us in respect of the Vetty Solution and/or Our business (the “Feedback“); and (b) Your provision of Feedback to Us does not give You any Intellectual Property Right or any other right, title, or interest in or to any software, hardware, inventions, or other assets created by Us, even if such Feedback leads Us to create software, hardware, an invention, or other asset. 

 

F. Indemnification; Limitation of Liability

Indemnification by You.  You shall defend, indemnify and hold harmless Us and Our present and former Affiliates, equity owners, Representatives, insurers, successors and assigns (collectively, “Our Indemnified Persons”) from and against any and all claims, losses, damages, liabilities or expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) resulting from, arising out of, or relating in any way to:  (a) the negligent or intentional misuse of the Vetty Solution or any of its components by You; (b) Your noncompliance or alleged noncompliance with Applicable Law; and (c) Your breach of any provision of these Terms of Service (including any of Your representations, warranties and/or covenants).

Limitation of Liability.

(a)  YOU ACKNOWLEDGE AND AGREE THAT: (I) WE ARE PROVIDING THE VETTY SOLUTION TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS; (II) WE ARE PROVIDING NO WARRANTIES, EXPRESS OR IMPLIED, TO YOU WHATSOEVER CONCERNING THE VETTY SOLUTION OR ANY OF ITS COMPONENTS UNDER THE PROVISIONS OF THESE TERMS AND CONDITIONS OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (III) IN NO EVENT SHALL WE OR OUR PRESENT AND FORMER PARENTS, SUBSIDIARIES, AFFILIATES, EQUITY HOLDERS, REPRESENTATIVES, INSURERS, SUPPLIERS, DISTRIBUTORS OR LICENSORS BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROPERTY OR EQUIPMENT, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, BUSINESS INTERRUPTION, DAMAGE TO BUSINESS REPUTATION, OR LOSS OF USE) ARISING: (1) OUT OF THE PAST, PRESENT OR FUTURE RELATIONSHIP BETWEEN YOU AND US UNDER THESE TERMS AND CONDITIONS; (2) OUT OF ANY CLAIMS YOU HAD, HAVE, OR MAY HAVE, KNOWN OR UNKNOWN, AGAINST US WHETHER GROUNDED IN TORT, CONTRACT OR STATUTE; (3) OUT OF THE CREATION, LICENSE, USE, SALE OR SUPPLYING OF THE VETTY SOLUTION TO YOU; OR (4) OTHERWISE; EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (IV) WE SHALL HAVE NO LIABILITY FOR THE BREACH OF OUR SECURITY MEASURES, THE SECURITY OF THE VETTY SOLUTION OR THE SECURITY OF ANY ACCOUNT STORAGE PROVIDER.

(b)  TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF US AND OUR PRESENT AND FORMER PARENTS, SUBSIDIARIES, AFFILIATES, MANAGERS, DIRECTORS, OFFICERS, EQUITY HOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, INSURERS, SUPPLIERS, DISTRIBUTORS AND LICENSORS ARISING OUT OF THESE TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE CREATION, LICENSE, SALE, SUPPLY OR USE OF THE VETTY SOLUTION, WHETHER BASED UPON CONTRACT, TORT, TRADE PRACTICES OR OTHERWISE, SHALL NOT EXCEED $100.00.

(c)  You acknowledge and agree that:  (i) the provision of the Vetty Solution is subject to many factors both within and outside Our control; (ii) services such as the Vetty Solution are subject to outages and/or interruptions (on a long term or short term basis), including, but not limited to, internet, power, utility and mobile network outages and interruptions; and (iii) We only offer the use of the Vetty Solution when available.  In light of the above, You acknowledge and agree that We shall not be liable to You, any of Your Affiliates or any third Person relating to any of the foregoing in any manner whatsoever.

(d)  The limitations on liability and exclusion of certain damages contained in this Section F shall apply regardless of the availability, success or effectiveness of other remedies.

(e)  You hereby covenant and agree that You shall not bring any suit, action, proceeding or alternative dispute resolution claim against Us or Our present and former parents, subsidiaries, equity owners, Representatives, insurers or Affiliates, for any reason whatsoever more than one (1) year after the related cause of action has accrued.(f)  You hereby covenant and agree that You shall not bring any suit, action, proceeding, or alternative dispute resolution claim against Us or Our present and former parents, subsidiaries, equity owners, Representatives, insurers or Affiliates, resulting from, arising out of, or in any way relating to (1) Your provision or verification of misleading or inaccurate information to Us or (2) our sharing Your Candidate Data with Invitees at Your direction.

 

G.  Miscellaneous

Publicity.  You agree to not use Our name, logo or other trademarks, directly or indirectly, in any form of publicity, advertising or written reference without Our prior written consent.

Force Majeure.  You agree that We will not be liable for any failures or delays resulting from circumstances or causes beyond Our reasonable control, including, without limitation, fire or other casualty, act of God, war or other violence, or any law, order or requirement of any governmental agency or authority.

Entire Agreement/Amendment.  These Terms of Service constitute the entire agreement between Us and You and supersede all prior or contemporaneous, oral or written, representations, understandings or agreements relating to the subject matter hereof.  These Terms of Service, or any portion thereof, may be amended, modified or changed by Us from time to time without Your consent and Your continued use of the Vetty Solution will be deemed acceptance by You of any such amendment to, modification of, or change to, the Terms of Service that We make.

Governing Law;. These Terms of Service shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof that would require the application of the law of any other jurisdiction).

Venue;  For purposes of litigating any dispute against Us, whether or not permitted by these Terms of Service, You agree that such litigation will be brought in and shall proceed only in the state or federal courts of the Borough of New York, New York.  You irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts of the Borough of New York, New York, and You agree that such courts are convenient forums.      

  

Arbitration; Representative Action Waiver.

(a)  You agree that to the fullest extent permitted by Applicable Law, You will resolve any and all disputes You have with Us that arise out of, or in any way relate to, these Terms of Service and/or any commercial relationship between You and Us through bi-lateral, binding arbitration as Your sole and exclusive remedy.  The disputes subject to this Section include, but are not limited to, disputes relating to:  (i) collection, use, or disclosure of any information by Us regarding You, breach of contract or tort claims of any kind, and claims for violation of any Applicable Law (including, without limitation, any state laws addressing negligence, defamation, invasion of privacy, or consumer or criminal history reporting) to which We are subject; and (ii) claims against any of Our Representatives or Affiliates, insurers, successors or assigns that arise out of, or relate to, the commercial relationship between the Parties. You waive Your constitutional right to have any such dispute decided in a court of law and before a jury and, instead, agree to binding arbitration pursuant to the procedures referenced in this Section.  These Terms of Service are governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and evidence a transaction in commerce.  The Parties acknowledge that Your agreement to arbitrate constitutes good and valuable consideration for Our covenants in these Terms of Service.

(b) Arbitration under this Section shall be conducted pursuant to the American Arbitration Association’s Consumer Arbitration Rules before a single arbitrator licensed to practice law in the state in which We have Our principal place of business and who is familiar with credit reporting law (if such expertise is applicable to the dispute).  The arbitrator shall provide written findings of fact and conclusions of law.  The Parties shall each pay 50% of all costs uniquely attributable to arbitration, including the costs of the arbitrator.  Each Party shall pay its own costs and attorneys’ fees, if any, unless the arbitrator rules otherwise based on a statute that affords the prevailing party attorneys’ fees and costs, in which case the arbitrator shall apply the same standards a court would apply to such an award.  No Party shall be required to pay any fee or cost that such Party would not be required to pay in a state or federal court action.  The Parties agree that the decision of the arbitrator shall be final and binding and not subject to appeal, reconsideration or further review, except as specifically provided by 9 U.S.C. §§ 10 or 11.  An award in one arbitration proceeding shall not be precedential or binding in any way in a subsequent proceeding, unless the subsequent proceeding concerns identical Parties and issues to the prior proceeding. The Parties are entitled to representation by an attorney or other representative of their choosing in any arbitration.  The arbitrator shall issue a written award stating the essential findings and conclusions on which such award is based.  The Parties agree to abide by and perform any valid award rendered by the arbitrator, and judgment on the award may be entered in any court having jurisdiction thereof.

(c) To the maximum extent permitted by law, You waive and agree not to bring any right to bring a claim on behalf of Persons other than Yourself, or to otherwise participate with other Persons in, any class, collective, or representative action.  The arbitrator may not certify or otherwise preside over any form of a class, collective, or representative proceeding, nor may the arbitrator consolidate the claims of multiple Persons into one proceeding.  You also agree not to assert claims against Us or Our Representatives, Affiliates, insurers, successors or assigns in the same proceeding as any other Person, whether by joinder or otherwise, and that any proceeding brought on behalf of multiple claimants or plaintiffs shall be severed into individual proceedings.  You further agree to affirmatively “opt out” and to take all other reasonable measures to exclude Yourself from any representative proceeding in which You may be invited to join or otherwise permitted to participate.  The Parties intend that claims brought under the California Private Attorneys General Act (“PAGA”) are fully subject to this Section.  In the event that a court determines or the Parties stipulate that the right to bring a PAGA claim on a representative basis cannot legally be waived, PAGA claims may be asserted in a court of competent jurisdiction to hear them and shall be severed from any other claims that You assert, which shall remain subject to arbitration pursuant to this Section.

(d) To the extent that You bring both claims that are arbitrable under these Terms of Service and claims deemed by a court of law or by stipulation not to be arbitrable in accordance with this Section, the claims deemed arbitrable shall be adjudicated first in priority, with any claims that must be litigated in a court of law subject to a stay, administrative closure, or dismissal without prejudice, pending the resolution of the arbitrable claims.  Any disputes regarding the validity of this Section, including its application to PAGA claims, shall be resolved only by a court of law and not by the arbitrator.

Waiver.  No waiver of any obligation under these Terms of Service shall be valid unless in writing and signed by a duly authorized Representative of the Parties.  No delay or omission by either Party in exercising any right or power shall impair such right or power or be construed to be a waiver.  A waiver by either Party of any of the obligations to be performed by the other Party or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other obligation. 

Successors and Assigns.  These Terms of Service shall be binding upon and inure solely to the benefit of the Parties and both of our respective permitted successors and assigns, and nothing in these Terms of Service shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever as a third-party beneficiary under or by reason of these Terms of Service, except and unless as specifically provided herein.

Assignment.  You may not assign or transfer your rights and obligations under these Terms of Service to any third Person.  Any attempt by You to assign or transfer such rights or obligations shall be void and of no force and effect.  We may freely assign or transfer Our rights or obligations under these Terms of Service to any third Person without Your prior written consent but only in connection with a Change of Control.

Notices.  Whenever under these Terms of Service, a Party is required or permitted to give notice to the other, such notice shall be given in writing and shall be deemed to be given:  (a) one Business Day after being deposited with a nationally recognized overnight delivery service so long as such notice is prepaid for overnight delivery to the other Party; (b) one Business Day after sending if sent by e-mail; (c) if We or an Organization sends notice to You, one Business Day after We or such Organization posts such notice to Your Candidate Account; or (d) the day of delivery if personally delivered with written evidence of such delivery, and, in any case (except in a case where we post a notice to Your Candidate Account), addressed to: (i) in the case of notice to Us, to Vetty, Inc., 609 Greenwich St. New York, NY 10014 or support@vetty.co, with a copy to Seyfarth Shaw LLP, 1075 Peachtree Street, NE, Suite 2500, Atlanta, GA 30309-3962 233 South Wacker Drive, Suite 8000, Chicago, IL 60606-6448, Attn: Esther Slater McDonald, Esquire; emcdonald@seyfarth.com; and (ii) in the case of notice to You, to Your contact information as set forth in Your Candidate Account.  We may change Our addresses for notification purposes from time to time by giving You prior written notice in accordance with this Section of the new address and the date upon which it will become effective. You may change Your address by updating Your Candidate Account.

Conflicting Terms.  The Parties understand and agree that:  (a) the provisions of these Terms of Service will supersede any inconsistent provisions contained in any invoice, purchase order, quotation, confirmation, acceptance, acknowledgment or similar form, if any; (b) all terms or conditions proposed in any invoice, purchase order, quotation, confirmation, acceptance, acknowledgment or similar form which add to, vary from, or conflict with the provisions in these Terms of Service will be void; and (c) any pre-printed terms in an invoice, purchase order, quotation, confirmation, acceptance, acknowledgment or similar form will also be void.

Severability.  If any provision of these Terms of Service is held to be illegal, invalid or unenforceable under present or future Applicable Law while these Terms of Service or any provision of these Terms of Service remains in effect:  (a) the legality, validity, and enforceability of the remaining provisions of these Terms of Service will not be affected thereby so long as the economic or legal substance of the transactions contemplated by the Terms of Service are not affected in any manner materially adverse to either Party; and (b) You and We agree that the body making the determination of illegality, invalidity or unenforceability shall have the power to reduce the scope, duration and/or area of the provision, to delete specific words or phrases and to replace any illegal, invalid or unenforceable provision with a provision that is legal, valid and enforceable and that comes closest to expressing the intention of the illegal, invalid or unenforceable provision, and these Terms of Service shall be enforceable as so modified.