Terms of Use

Effective as of July 12, 2019


Welcome to the Scoutible, Inc. (the “Company,” “Scoutible,” “we,” “us,” or “our”) service (the “Service”, the “Services”). The following Terms of Use apply when you (which term, as used herein, includes you personally and the company or organization (the “Employer”) on whose behalf we will provide services and in connection with the services you may be allowed to use our website), view or use the Service via our websites located at www.scoutible.com and/or Company-owned domains including app.scoutible.com, or by accessing the Service through clicking on the application (the “App”) on your mobile device.

Please read these Terms of Use (“Terms of Use”) carefully. By logging in and accessing the Site and by accepting our performance of Services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and to the collection and use of your information as set forth in our Privacy Policy. If you are accepting these Terms of Use on behalf of, or for the benefit of, your Employer, then you are agreeing to these Terms of Use on behalf of yourself and your Employer, and you represent and warrant that you are at least 18 years old or older and you have the authority to bind your Employer to the terms and conditions set forth in these Terms of Use. If you do not have such authority, or if you do not agree to any of the terms in these Terms of Use, then you are not permitted to use the Services and you should stop using the Services and the Site immediately.

If you violate the Terms of Use, we may terminate any and all accounts you have established at the website or on the App (your "Account(s)"). You acknowledge that the Company is not required to provide you notice before it so terminates your Account(s).

These Terms of Use may be updated by us from time to time with or without notice to you, and so you should review this page periodically. When material changes are made to these Terms of Use, we will update the “Last Updated” date at the top of this document, and notify you that material changes have been made. Your continued use of the Site and/or Services constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF USE.

PRIVACY POLICY

The Company respects the privacy of its Service users. Please refer to the Company’s Privacy Policy (found here: https://www.scoutible.com/scoutible-docs/privacy-policy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to this Privacy Policy.


ABOUT THE SERVICE

The Service provides software including apps and video games that help to identify a person’s  (“Candidates”) soft skills and aptitudes. These Candidates may be matched with employment opportunities provided by employers (“Employers”), which then enable Employers to identify and communicate with qualified Candidates.

The Service additionally allows you to connect with individuals seeking employment opportunities (each, a “Candidate”), serving as intermediary between Candidates and Employers. Scoutible is not involved in any contract of employment and is not bound by any contractual agreement arising between Candidates and Employers, whether or not Scoutible receives some form of remuneration in connection with the transaction.

Upon registering as an Employer, you will be assigned a Scoutible talent scout who will be responsible for the day-to-day management of your Employer account (“Talent Scout”). Employers will be able to view the collection of candidate profiles through the online portal (the “Showcase”). If you would like to obtain additional information about a specific Candidate in the Showcase, you can do so by contacting your Talent Scout. If you are interested in initiating a contact with a particular Candidate in the Showcase, you will be able to initiate the contact through the use of our Services by sending an interview request to the Candidate through the Services (each, an “Interview Request”). Your interaction with a Candidate may result in an offer for employment (“Job Offer”). Candidates may, in their sole discretion, accept or reject an Interview Request and/or a Job Offer. 

REGISTRATION; RULES FOR USER CONDUCT AND USE OF THE SERVICE

You need to be at least 16 years old to register for and use the Service.

User certifies that if User is an entity, all users of User's username and password are at least 16 years of age. Likewise, if User is an entity, you certify that you are authorized to establish an Account(s), access, and use the website and the App and enter into and pay for any subscriptions on behalf of the User. You also certify that you are legally permitted to use the Services and access the website and the App, and take full responsibility for the selection and use of the Services and access to the website and the App. The Terms of Use are void where prohibited by law, and the right to access the website, the App, and Services are revoked in such jurisdictions.

If you are a user who signs up for the Service, we will create a personalized account which includes a unique username and a password to access the Service and to receive messages from the Company. You agree to notify us immediately of any unauthorized use of your password and/or account. The Company will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member name, password and/or account.

RIGHTS TO THE SERVICES

Subject to the terms and conditions of these Terms of Use, your use of the Site shall be considered to be a non-exclusive, limited, non-transferable, freely revocable right to use the Site and the Services only and as permitted by the features of the Services. Scoutible reserves all rights not expressly granted herein in the Services and the Scoutible Content. Scoutible may terminate these provisions or rights at any time for any reason or no reason.

CHANGES TO THE SERVICES

We may, without prior notice, make changes, corrections or improvements to the Services; stop providing the Services or features of the Services, to you or to users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms of Use, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms of Use.


REGISTRATION

In order to access and use the Services, you must activate an Employer account. You may never use another user’s account without permission. During the onboarding process, you will have to provide your name, email address, and company name, and you will be asked to create a password for your account. You represent and warrant that all registration information you submit to us is truthful, complete and accurate, and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your Employer account and for the activity that occurs on the account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You will promptly inform us of any need to deactivate your Employer account. We reserve the right to delete or change your Employer account at any time and for any reason. We are under no obligation to accept any individual as an Employer, and may accept or reject any registration in our sole and complete discretion. You must notify us immediately of any breach of security or unauthorized use of your Employer account. Scoutible will not be liable for any losses caused by any unauthorized use of your Employer account.

You may control your Employer account and how you interact with the Services by changing the settings in your Settings Page. By providing Scoutible your email address you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out by contacting Scoutible or changing your preferences. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.


SUBSCRIPTION FEES, PAYMENT AND TRIAL MEMBERSHIPS

Some of the Services require payment of fees. Employers seeking candidates shall pay all applicable fees, as described on the website or on the App in connection with such Services selected by User. The Company reserves the right to change its fees and to institute new charges at any time, upon five (5) days prior notice to Employers, which may be sent by email or posted on the website or on the App. Use of the Services by Employers following such notification constitutes Employer's acceptance of any new or increased charges or other changes. If any such new or increased charges or other changes are unacceptable to you, you may cancel your subscription at any time. However, the Company is not obligated to refund any fees that have accrued to your Account(s) before the cancellation. Additionally, the Company will not prorate fees for any subscription.

Fees may be based on one-time or subscription payments as more fully described on the website or on the App. The Company will provide a process to pay the subscription fees that may require (i) a valid credit card that is under your own name or that you are authorized to use for such purpose; (ii) the use of a third party payment processor such as PayPal or Stripe. Recurring subscription fees will automatically renew, unless you affirmatively cancel your subscription by prior to the beginning of the next applicable period for which the subscription corresponds. For each month that your subscription is active, you acknowledge and agree that the Company is authorized to charge the same credit card for the subscription fee. You agree to promptly notify the Company of any changes to your credit card while any subscriptions remain outstanding.You are responsible for all applicable fees and charges incurred, including applicable taxes, and all subscriptions made by you or by anyone that has used your Account(s), including your family or friends.

From time to time, we may offer a free trial membership or other promotions. If you accept a free trial membership or a promotion, we will begin to bill your credit card at the conclusion of the free trial or according to the terms and conditions outlined in the promotion. If you do not wish to be charged, you should cancel your Account(s) prior to the end of the trial period or in accordance with the applicable promotion rules.

SOURCING SERVICE FEES

Once we have accepted the registration of an Employer, the Employer will be able to make Interview Requests and contact (through the Services) Candidates listed on the Showcase. If a Candidate identified through the Services accepts a Job Offer, we request to be notified in writing along with a copy of the accepted offer letter. If a Candidate identified through our Services accepts a Job Offer from you within twelve (12) months of the date on which the Employer first viewed the Candidate through the Services, regardless of whether the Candidate accepted an Interview Request, the Employer will be charged a success fee (the “Success Fee”), which equals 10% of such Candidate’s first year base salary to be paid within fifteen (15) days of the Candidate’s start date. All state and local sales, use, excise, value-added, privilege and/or similar taxes applicable to the Success Fee will be invoiced as a separate item.

If we determine that an Employer has circumvented our Site and/or Services after discovering a Candidate through our Site or Service and subsequently hired that Candidate within twelve (12) months of the date on which the Employer first viewed the Candidate through the Services, we will promptly notify such Employer of such circumvention and provide Employer with thirty (30) days to provide us with reasonable documentation identifying that such Employer was involved in an Active Recruiting Process with such Candidate prior to contacting such Candidate through our Site or Service. In the event Employer is unable to provide us with such documentation, we will invoice Employer for, and the Employer will pay, a Success Fee equal to 25% of the first year base salary of the prospective employee Candidate or first year contractor Candidate compensation, as applicable and Scoutible may, in its sole discretion, terminate the Employer’s account.

We may use a third party payment vendor (“Third-Party Payment Vendor”) to process your payment of the fees described under this Fee Schedule (the “Fees”).

Scoutible reserves the right, in its sole discretion, to make changes to any of the Fees and/or begin charging additional fees at any time, either immediately upon posting on the Site or by email delivery to you. You agree to pay all applicable fees and also agree that any assignee or successor of your contractual obligations by virtue of a sale, exit or change of control transaction will also be obligated to pay any success fees for Candidates that you discover through the Services.

REFUND OF FEES

No Fees shall be due to Scoutible where an Employer can prove that a Candidate and the Employer were engaged in an Active Recruiting Process prior to the Employer viewing the Candidate through the Services. Scoutible reserves the right to request any documentation to evidence that the Candidate was known to the Employer. This clause shall not apply where the Employer initiates the engagement through the Service. However, the final determination as to whether a Success Fee is owed by the Employer for an accepted Job Offer will be at the sole discretion of Scoutible.

Refund of the Upfront Fee shall be granted in the event that:

  1. an Employer hires a Candidate and terminates the Candidate’s employment based on unsatisfactory performance within thirty (30) days of the Candidate’s start date;

  2. a Candidate voluntarily terminates his or her employment within thirty (30) days of its start date; or

  3. a Candidate does not start employment because either the Employer or the Candidate elects not to begin the employment relationship contemplated in the Job Offer.

Upon written request, receipt and confirmation of such information described in (1) – (3) above, Scoutible will fully refund to the Employer the Success Fee related to the terminating Candidate.


USE RESTRICTIONS

Your permission to use the website is conditioned upon the following Use Restrictions and Conduct Restrictions: You agree that you will not under any circumstances:

  • post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;

  • use the service for any unlawful purpose or for the promotion of illegal activities;

  • attempt to, or harass, abuse or harm another person or group;

  • use another user’s account without permission;

  • provide false or inaccurate information when registering an account;

  • interfere or attempt to interfere with the proper functioning of the Service;

  • make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

  • bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; or · publish or link to malicious content intended to damage or disrupt another user’s browser or computer.


POSTING AND CONDUCT RESTRICTIONS

When you create your own personalized account, you may be able to provide (“User Content”). You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service. You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. The Company, however, reserves the right to remove any User Content from the Service at its discretion.

The following rules pertain to User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:

  • You are solely responsible for your account and the activity that occurs while signed in to or while using your account;

  • You will not post information that is malicious, false or inaccurate;

  • You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc.unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and

  • You hereby affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms of Use, remove any and/or all of your submissions, and terminate your account with or without prior notice.

COMMUNITY GUIDELINES

Scoutible’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Site and/or Services, you hereby agree that:

  • You will not use the Site and the Services for any unlawful purpose or to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;

  • You will not access or use the Site and the Services to collect any market research for a competing businesses;

  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:

infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

You will not “stalk” or otherwise harass another user of the Site and/or Services or any other person;

  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

  • You agree not to engage in any of the following prohibited activities: copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; using any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to Scoutible’s servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Scoutible grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from Scoutible.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); transmitting spam, chain letters, or other unsolicited email; attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; uploading invalid data, viruses, worms, or other software agents through the Services; collecting or harvesting any personally identifiable information, including account names, from the Services; using the Services for any commercial solicitation purposes;impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; interfering with the proper working of the Services; accessing any content on the Services through any technology or means other than those provided or authorized by the Services; create multiple accounts for you for any reason, including, without limitation, in order to obtain the same promotion multiple times; or bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Site and/or the Services, or any portion of the Site and/or the Services, without notice.


ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Company, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. The Company does not guarantee the accuracy, completeness, or usefulness of any information on the Service and neither does the Company adopt nor endorse, nor is the Company responsible for, the accuracy or reliability of any opinion, advice, or statements made by parties other than the Company. The Company takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or sends over the Service. Under no circumstances will the Company be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to users.

Though the Company strives to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable. The Company reserves the right, but has no obligation, to monitor the materials posted in the public areas of the service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. The Company shall have the right to remove any such material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law. If you become aware of misuse of our Service, please contact us at support@scoutible.com.

SCOUTIBLE CONTENT

Except for the Employer Content, the Site and the Services and all materials contained therein, including, but not limited to software, text, graphics, copy, images, artwork, logos, trademarks, service marks, copyrights, sound recordings, audiovisual works, photographs, content belonging to other users, including, but not limited to, Candidate Content (as defined below) and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Services (collectively referred to as the “Scoutible Content”), and all intellectual property rights related thereto, are the exclusive property of Scoutible and its licensors (including, but not limited to, other employers, Candidates and users who post content to the Services). Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Scoutible Content, or otherwise use the Scoutible Content in any way for any public or commercial purpose. Use of the Scoutible Content for any purpose not expressly permitted by these Terms of Use is strictly prohibited.

Notwithstanding anything set forth in these Terms of Use, Employer may (a) make a limited number of copies of Candidate Content, and (b) distribute such content solely internally to its employees, in each case, (a) and (b), solely to the extent necessary to promote Employer’s hiring of the Candidates to whom such Candidate Content belongs. You must retain all copyright and other proprietary notices contained in the original Scoutible Content on any copy you make of the Scoutible Content. The use or posting of the Scoutible Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of these Terms of Use, your permission to access and/or use the Scoutible Content, any access to the Site and/or the Services automatically terminates and you must immediately destroy any copies you have made of the Scoutible Content.


EMPLOYER CONTENT

As noted above, the Services provide Employers the ability to post and upload content including but not limited to, job description, and selection criteria (collectively, the “Employer Content”). You expressly acknowledge and agree that once you submit your Employer Content through the Services, it will be accessible by Candidates, and that there is no confidentiality or privacy with respect to such Employer Content, including, without limitation, any personally identifying information that you may make available through the Services. YOU, AND NOT SCOUTIBLE, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR EMPLOYER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.

Except for the license provided in this Section, you retain all copyrights and other intellectual property rights in and to your own Employer Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Employer Content as reasonably necessary to provide the Services to you under these Terms of Use.

If you submit Employer Content to us, each such submission constitutes a representation and warranty to Scoutible that you own or otherwise have the valid right, by contract or otherwise, to grant to Scoutible the rights and licenses described in these Terms of Use, deliver to Scoutible the Employer Content and Scoutible may use the Employer Content as permitted herein without violating any applicable law, rule or regulation or infringing or misappropriating any intellectual property or moral rights of any person, and that such Employer Content does not contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.


LINKS TO OTHER SITES AND/OR MATERIALS

As part of the Service, the Company may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Users. The Company has no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by the Company, and the Company is not responsible for any Third Party Sites accessed through the website or any Third Party Applications, Software or Content posted on, available through or installed from the website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party website or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by the Company. If you decide to leave the website and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the website or relating to any applications you use or install from the site.

COPYRIGHT COMPLAINTS

The Company respects the intellectual property rights of others and requests that the users do the same. The Company has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers. The Company may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

LICENSE GRANT

By posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.

INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.

You must not, and must not permit any third party to, copy or adapt the object code of the Service, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Service, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to content on the Service.

USE OF EMAIL

Communications made through the Service’s e-mail and messaging system, will not constitute legal notice to the Company or any of its officers, employees, agents or representatives in any situation where notice to the Company is required by contract or any law or regulation.

You may choose to email us or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Service or our products (collectively, the “Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Scoutible under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Scoutible does not waive any rights to use similar or related ideas previously known to Scoutible, or developed by its employees, or obtained from sources other than you.

USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you (a) consent to receive communications from the Company in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address, to send you other messages, including information about the Company and special offers. You may opt out of such email by changing your account settings or sending an email to support@scoutible.com or mail to the following postal address:

Customer Support

Scoutible, Inc.

340 S Lemon Ave #1501

Walnut, CA, 91789

Opting out may prevent you from receiving messages regarding the Company or special offers.


WARRANTY DISCLAIMER

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

WE CANNOT GUARANTEE THAT, BY PARTICIPATING IN OUR SYSTEM, YOU WILL RECEIVE A JOB OFFER OR INTERVIEW OR THAT YOUR CANDIDACY WILL BE CONSIDERED BY ANY OF OUR PARTICIPATING EMPLOYERS.

WE ALSO CANNOT GUARANTEE THAT CANDIDATES WILL BE SUCCESSFUL IN THE EMPLOYMENT POSITION OFFERED BY EMPLOYERS.


LIMITATION OF DAMAGES; RELEASE

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH THE COMPANY OR ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE AND YOUR USE OF THE WEBSITE, THE APP AND THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

If you have a dispute with one or more users, 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, 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.”


MODIFICATION OF TERMS OF USE

We may amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the website from time to time to view any such changes in the Agreement. If you continue to use the website, you signify your agreement to our revisions to these Terms of Use. However, we will notify you of material changes to the terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of the Company’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of the Company. No purported waiver or modification of this Agreement by the Company via telephone or email communications shall be valid.


GENERAL TERMS

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of the Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Use and your use of the website are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions.

The Company may assign or delegate these Terms of Use and/or the Company’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without the Company’s prior written consent, and any unauthorized assignment and delegation by you is void.

You acknowledge and agree that any actual or threatened breach of these Terms of Use or infringement of proprietary or other third party rights by you would cause irreparable injury to Company and would therefore entitle Company to injunctive relief without any additional showing of irreparable injury or harm.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT WWW.SCOUTIBLE.COM/PRIVACY-POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.


INDEMNIFICATION

  • 1.1 - You will defend, indemnify, and hold the Scoutible Parties harmless from and against any and all losses, liabilities, damages, demands, claims (including taxes), costs, payments and expenses (including any and all reasonable legal fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties) as incurred, arising out of or in connection with any third-party claims (a) arising from or relating to (i) a violation or alleged violation of any applicable laws; (ii) your use of the Site, the Services, and/or the Scoutible Content in breach of these Terms of Use, or (iii) the Employer Content or use of the Employer Content by any of the Scoutible Parties in accordance with these Terms of Use infringing or misappropriating any intellectual property rights of, including without limitation, any copyright, trademark, trade secret, patent, privacy or publicity rights; or (b) brought against any Scoutible Party by a Candidate as a result of any of your gross negligence or willful misconduct or in relation to Employer Content.

  • 1.2 - Scoutible will indemnify, defend and hold you, your affiliates, subsidiaries or any of your or their officers, directors, employees or agents (collectively, the “Employer Parties”) from and against any and all losses, liabilities, damages, demands, claims (including taxes), costs, payments and expenses (including any and all reasonable legal fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties) as incurred, to the extent arising directly out of third-party claims to the extent arising out of your use of the Services consistent with this Agreement infringing or misappropriating any intellectual property rights of, including without limitation, any copyright, trademark, trade secret, patent, privacy or publicity rights except to the extent (a) any such claim arises from your gross negligence, willful misconduct, or fraud; or (b) you are subject to indemnification obligation hereunder. The foregoing indemnification obligations in this Section 1.2 do not apply with respect to portions or components of the Services (i) not supplied by Scoutible, (ii) combined with other products, processes or materials where the alleged infringement relates to such combination, (iii) where any of the Employer Parties continue allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (iv) where any of the Employer Parties use of the Service is not strictly in accordance with this Agreement.

  • 1.3 - The party to be indemnified (“Indemnified Party”) will give the indemnifying party (“Indemnifying Party”) prompt notice of any claim described in Sections 1.1 or 1.2 (as applicable) (but the failure to give such notice will not relieve the Indemnifying Party of any of its obligations under Sections 1.1 or 1.2 (as applicable) except to the extent the Indemnifying Party is materially prejudiced thereby), will allow the Indemnifying Party control of the defense of any such claim made against it (so long as any settlement (a) does not, without the Indemnified Party’s prior written approval, (i) involve the admission of any wrongdoing by any of the Indemnified Parties, (ii) restrict any Indemnified Parties’ future actions, or (iii) require any Indemnified Party to take any action, including the payment of money, and (b) includes a full release of all of the Indemnified Parties), and will give the Indemnifying Party reasonable assistance, at the Indemnifying Party’s expense, requested by the Indemnifying Party in writing in connection therewith. Each applicable Indemnified Party will have the right to participate in the defense of any such claim at its own expense, and such participation by such Indemnified Party will not relieve the Indemnifying Party of its indemnification obligations under Sections  


ACTIVE RECRUITING PROCESS

You hereby agree that:

  • No Active Recruiting Process (as defined below) has been in place between you and any Candidate for ninety (90) days prior to the date on which you first interact with such Candidate through our Services. For the purposes of these Terms of Use, “Active Recruiting Process” means a continuous direct, back and forth communication between an Employer and a Candidate in an active recruiting or hiring context where a decision to put a Candidate on hold or a decision to reject such Candidate has not been made.

  • You will initiate any initial interaction with any Candidate exclusively through the Services. Further communication may take place outside of our Services only after you send out the Interview Request and such Interview Request is accepted by the Candidate.

  • You will promptly inform us if your Job Offer is accepted by a Candidate and also provide us with the signed Job Offer or the details of the engagement including but not limited to the scope of the role, remuneration and other conditions of employment.

  • You will promptly notify us if the Candidate’s employment does not commence or is terminated within thirty (30) days from the start date that you agree to with the Candidate.

  • You will use any content including but not limited to, resume / CV and job preferences submitted by the Candidate (collectively, the “Candidate Content”) in accordance with Section 17 of these Terms of Use.

  • You will not disclose the names and identities of any Candidates listed in any Showcase outside of your recruiting or hiring department.

  • You will take appropriate physical, technical and administrative measures to protect Candidate Content from loss, misuse, unauthorized access, disclosure, alteration or destruction.

  • You will not attempt to circumvent our Services by independently attempting to communicate and hire any of the Candidates through alternative means after discovering such Candidates through our Services.


DATA SECURITY OBLIGATIONS

You will:

  • maintain, monitor and enforce a comprehensive written data security program and only Process (as defined below) Candidate Content in compliance with these Terms of Use and all applicable laws, regulations, government standards, industry standards, and best practices pertaining to privacy, data Processing, data protection, data security, encryption, and confidentiality (collectively, “Applicable Processing Laws”). As used in these Terms of Use, “Process” means to obtain, have access to, organize, copy, alter, use, disclose, store, erase, destroy or any other form of processing.

  • You will maintain, monitor and enforce a data loss prevention automated program designed to detect and block data transfers of Candidate Content, if such transfers do not comply with these Terms of Use.

  • You will use your data security program to maintain, monitor and enforce reasonable organizational, administrative, technical and physical safeguards to protect the security, integrity, confidentiality and availability of Candidate Content, including to protect against: (a) any and all anticipated threats or hazards, and (b) any and all accidental, unauthorized or unlawful Processing, loss, or other compromise of Candidate Content (each, a “Security Incident”). You will promptly remediate all Security Incidents. You agree to provide prompt notice to Scoutible in the event of a Security Incident.

  • You will provide Scoutible with prompt written notice of any material modification to the process, method or means by which Candidate Content is processed (including any geographic change).

  • Except as expressly permitted in these Terms of Use, you will not remove or transfer any of the Candidate Content outside of the Site and/or Services.


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CANDIDATE TERMS OF USE

Welcome to the Scoutible, Inc. (the “Company,” “Scoutible,” “we,” “us,” or “our”) service (the “Service”, the “Services”). The following Terms of Use apply when you view or use the Service via direct email correspondence and/or our websites located at www.scoutible.com and/or other Company-owned domains including pool.scoutible.com, or by accessing the Service through clicking on the application (the “App”) on your mobile device.

We provide visitors to our Site (“Visitors”) access to our Site and Candidates (as defined below) with access to the Services subject to the terms and conditions set forth in these Terms of Use. By browsing the public areas of the Site or participating in the Service, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service. If you do not agree to any of these terms, then please do not use the Site and/or the Services.

These Terms of Use may be updated by us from time to time with or without notice to you, and so you should review this page periodically. When material changes are made to these Terms of Use, we will update the “Last Updated” date at the top of this document, and notify you that material changes have been made. Your continued use of the Site and/or Services constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.

We provide Employers access to our Services subject to our Employer Terms of Use.

THESE TERMS OF USE CONTAIN A MANDATORY INDIVIDUAL ARBITRATION AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES YOU TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION. THIS MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY AND THAT YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

If you violate the Terms of Use, we may terminate any and all accounts you have established at the website or on the App (your "Account(s)"). You acknowledge that the Company is not required to provide you notice before it so terminates your Account(s).

These Terms of Use may be updated by us from time to time with or without notice to you, and so you should review this page periodically. When material changes are made to these Terms of Use, we will update the “Last Updated” date at the top of this document, and notify you that material changes have been made. Your continued use of the Site and/or Services constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF USE.

ABOUT THE SERVICE

The Service provides software including apps and video games that help to identify a person’s  (“Candidates”) soft skills and aptitudes. Candidates may be matched with employment opportunities provided by employers (“Employers”), which then enable Employers to identify and communicate with qualified Candidates.

The Service serves as intermediary between Candidates and Employers. Scoutible is not involved in any contract of employment and is not bound by any contractual agreement arising between Candidates and Employers, whether or not Scoutible receives some form of remuneration in connection with the transaction.

Upon registering as a Candidate, you may be assigned a Scoutible talent scout who will be responsible for the day-to-day management of your experience (“Talent Scout”). Employers will be able to view the collection of candidate profiles through the online portal (the “Showcase”). Interaction between Candidates and Employers may result in an offer for employment (“Job Offer”). Candidates may, in their sole discretion, accept or reject an Interview Request and/or a Job Offer. 

ELIGIBILITY

This is a contract between you and Scoutible. You may use the Services only if you can form a binding contract with Scoutible, and only in compliance with these Terms of Use and all applicable laws, rules and regulations. The Services are only available for individuals aged 18 years or older. If you are under 18 years of age, please do not use the Services. Any use or access to the Services by anyone under 13 is strictly prohibited and in violation of these Terms of Service. The Services are not available to any Visitors or Candidates previously removed from the Services by Scoutible.

RIGHTS TO THE SERVICES

Subject to the terms and conditions of these Terms of Use, your use of the Site shall be considered to be a non-exclusive, limited, non-transferable, freely revocable right to use the Site and the Services only and as permitted by the features of the Services. Scoutible reserves all rights not expressly granted herein in the Services and the Scoutible Content (as defined below). Scoutible may terminate these provisions or rights at any time for any reason or no reason.

CHANGES TO THE SERVICES

We may, without prior notice, make changes, corrections or improvements to the Services; stop providing the Services or features of the Services, to you or to users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms of Service, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms of Service.

REGISTRATION

In order to access and use the Services, you may have to activate a Candidate account. If so, you may never use another user’s account without permission. During the onboarding process, you may have to provide your name, email address, employment or educational history, and you will be asked to create a password for your account. You represent and warrant that all registration information you submit to us is truthful, complete and accurate, and you will maintain the accuracy of such information. You are solely responsible for the confidentiality of your Candidate account and for the activity that occurs on the account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You will promptly inform us of any need to deactivate your Candidate account. We reserve the right to delete or change your Candidate account at any time and for any reason. We are under no obligation to accept any individual as a Candidate, and may accept or reject any registration in our sole and complete discretion. You must notify us immediately of any breach of security or unauthorized use of your Candidate account. Scoutible will not be liable for any losses caused by any unauthorized use of your Candidate account.

By providing Scoutible your email address you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out by contacting Scoutible or changing your preferences. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

FEES

Services are currently provided to you for free.

BONUSES

We may, in our sole discretion, pay Candidates a signing bonus for Job Offers for full time employment of an indefinite term (“Signing Bonus”). Scoutible shall pay any such Signing Bonus within one hundred and twenty (120) days after the Start Date (as defined below) of Candidate’s employment with an Employer. In the event that the Candidate fails to notify Scoutible of a signed and executed Job Offer, or does not act in good faith regarding a signed and executed Job Offer and Scoutible becomes aware of it, the Candidate shall not be entitled to receive any Signing Bonus. We reserve the right to cancel, reduce or change the amount of the Signing Bonus or stop offering the Signing Bonus at any time without advance notice.

We may, in our sole discretion, pay individuals a referral bonus for referring Candidates to the Scoutible platform who subsequently are hired through the Service (“Candidate Referral Bonus”). The referrer and the Candidate cannot be the same person. Eligibility is not limited to current users of Scoutible. We reserve the right to cancel, reduce, or change the amount of the Candidate Referral Bonus or stop offering the Candidate Referral Bonus at any time.

USE OF PERSONAL DATA

Your use of Services may involve the transmission to us of certain personally-identifiable information. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States or Canada.

COMMUNITY GUIDELINES

Scoutible’s community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Site and/or Services, you hereby agree that:

  • You will not use the Site and the Services for any unlawful purpose or to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;

  • You will not access or use the Site and the Services to collect any market research for a competing businesses;

  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:

infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

You will not “stalk” or otherwise harass another user of the Site and/or Services or any other person;

  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

  • You agree not to engage in any of the following prohibited activities: copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; using any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to Scoutible’s servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Scoutible grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from Scoutible.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); transmitting spam, chain letters, or other unsolicited email; attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; uploading invalid data, viruses, worms, or other software agents through the Services; collecting or harvesting any personally identifiable information, including account names, from the Services; using the Services for any commercial solicitation purposes;impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; interfering with the proper working of the Services; accessing any content on the Services through any technology or means other than those provided or authorized by the Services; create multiple accounts for you for any reason, including, without limitation, in order to obtain the same promotion multiple times; or bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Site and/or the Services, or any portion of the Site and/or the Services, without notice.

SCOUTIBLE CONTENT

Except for the Employer Content, the Site and the Services and all materials contained therein, including, but not limited to software, text, graphics, copy, images, artwork, logos, trademarks, service marks, copyrights, sound recordings, audiovisual works, photographs, content belonging to other users, including, but not limited to, Candidate Content (as defined below) and all copyrightable or otherwise legally protectable elements of the Services, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Services (collectively referred to as the “Scoutible Content”), and all intellectual property rights related thereto, are the exclusive property of Scoutible and its licensors (including, but not limited to, other employers, Candidates and users who post content to the Services). Except as explicitly provided herein, nothing in these Terms of Use shall be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Scoutible Content, or otherwise use the Scoutible Content in any way for any public or commercial purpose. Use of the Scoutible Content for any purpose not expressly permitted by these Terms of Use is strictly prohibited.

Notwithstanding anything set forth in these Terms of Use, Employer may (a) make a limited number of copies of Candidate Content, and (b) distribute such content solely internally to its employees, in each case, (a) and (b), solely to the extent necessary to promote Employer’s hiring of the Candidates to whom such Candidate Content belongs. You must retain all copyright and other proprietary notices contained in the original Scoutible Content on any copy you make of the Scoutible Content. The use or posting of the Scoutible Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of these Terms of Use, your permission to access and/or use the Scoutible Content, any access to the Site and/or the Services automatically terminates and you must immediately destroy any copies you have made of the Scoutible Content.

CANDIDATE CONTENT

As noted above, the Services provide Candidates the ability to post and upload content including but not limited to, their resume / CV and job preferences (collectively, the “Candidate Content”). You expressly acknowledge and agree that once you submit your Candidate Content through the Services, it will be accessible by Employers, and that there is no confidentiality or privacy with respect to such Candidate Content, including, without limitation, any personally identifying information that you may make available through the Services. YOU, AND NOT SCOUTIBLE, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR CANDIDATE CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.

Except for the licenses in this Section, you retain all copyrights and other intellectual property rights in and to your own Candidate Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Candidate Content as reasonably necessary to provide the Services to you under these Terms of Service.


If you submit Candidate Content to us, each such submission constitutes a representation and warranty to Scoutible that (a) you own or otherwise have the valid right to grant to Scoutible the rights to use the Candidate Content as described in these Terms of Service and Scoutible may use your Candidate Content as permitted herein without violating any applicable law, rule or regulation or infringing or misappropriating any intellectual property or moral rights of any person, and that such Candidate Content does not contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines; and (b) to the best of your knowledge, all your Candidate Content and other information that you provide to us is truthful and accurate.

LINKS TO OTHER SITES AND/OR MATERIALS

As part of the Service, the Company may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Users. The Company has no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by the Company, and the Company is not responsible for any Third Party Sites accessed through the website or any Third Party Applications, Software or Content posted on, available through or installed from the website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party website or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by the Company. If you decide to leave the website and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the website or relating to any applications you use or install from the site.


COPYRIGHT COMPLAINTS

The Company respects the intellectual property rights of others and requests that the users do the same. The Company has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers. The Company may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.


LICENSE GRANT

By posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.

INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement.

You must not, and must not permit any third party to, copy or adapt the object code of the Service, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Service, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to content on the Service.


USE OF EMAIL

Communications made through the Service’s e-mail and messaging system, will not constitute legal notice to the Company or any of its officers, employees, agents or representatives in any situation where notice to the Company is required by contract or any law or regulation.

You may choose to email us or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Service or our products (collectively, the “Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Scoutible under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Scoutible does not waive any rights to use similar or related ideas previously known to Scoutible, or developed by its employees, or obtained from sources other than you.

USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you (a) consent to receive communications from the Company in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address, to send you other messages, including information about the Company and special offers. You may opt out of such email by changing your account settings or sending an email to support@scoutible.com or mail to the following postal address:

Customer Support
Scoutible, Inc.
340 S Lemon Ave #1501
Walnut, CA, 91789

Opting out may prevent you from receiving messages regarding the Company or special offers.

WARRANTY DISCLAIMER

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

WE CANNOT GUARANTEE THAT, BY PARTICIPATING IN OUR SYSTEM, YOU WILL RECEIVE A JOB OFFER OR INTERVIEW OR THAT YOUR CANDIDACY WILL BE CONSIDERED BY ANY OF OUR PARTICIPATING EMPLOYERS.

WE ALSO CANNOT GUARANTEE THAT CANDIDATES WILL BE SUCCESSFUL IN THE EMPLOYMENT POSITION OFFERED BY EMPLOYERS.

LIMITATION OF DAMAGES; RELEASE

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH THE COMPANY OR ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE AND YOUR USE OF THE WEBSITE, THE APP AND THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

If you have a dispute with one or more users, 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, 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.”

MODIFICATION OF TERMS OF USE

We may amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the website from time to time to view any such changes in the Agreement. If you continue to use the website, you signify your agreement to our revisions to these Terms of Use. However, we will notify you of material changes to the terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of the Company’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of the Company. No purported waiver or modification of this Agreement by the Company via telephone or email communications shall be valid.

GENERAL TERMS

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of the Company to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Use and your use of the website are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions.

The Company may assign or delegate these Terms of Use and/or the Company’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without the Company’s prior written consent, and any unauthorized assignment and delegation by you is void.

You acknowledge and agree that any actual or threatened breach of these Terms of Use or infringement of proprietary or other third party rights by you would cause irreparable injury to Company and would therefore entitle Company to injunctive relief without any additional showing of irreparable injury or harm.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT WWW.SCOUTIBLE.COM/PRIVACY-POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

INDEMNIFICATION

You agree to defend, indemnify, and hold the Scoutible Parties harmless from and against any and all losses, liabilities, damages, demands, claims (including taxes), costs, payments and expenses (including any and all reasonable attorneys’ fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties) as incurred, arising out of or in connection with any third-party claims (a) arising from or relating to: (i) your violation of any term of these Terms of Service, including without limitation, your breach of any of the representations and warranties herein; (ii) your misuse of the Site, the Services, and/or the Scoutible Content, (iii) your Candidate Content or any content that is submitted via your Candidate account, including without limitation, misleading, false, or inaccurate information, (iv) your violation of any third-party right, including without limitation, any copyright, trademark, trade secret, privacy or publicity right, (v) any other party’s access and/or use of the Services with your unique username, password or other appropriate security code, or (vi) a violation or alleged violation of any applicable laws; or (b) any claims brought against any Scoutible Party by an Employer as a result of any of your gross negligence or willful misconduct.

ACTIVE RECRUITING PROCESS

If you are a Candidate, you hereby agree that:

  • No Active Recruiting Process (as defined below) has been in place between you and any Employer for ninety (90) days prior to the date on which you first interact with such Employer through our Services. For the purposes of these Terms of Service, “Active Recruiting Process” means a continuous direct, back and forth communication between an Employer and a Candidate in an active recruiting or hiring context where a decision to put a Candidate on hold or a decision to reject such Candidate has not been made.

  • You will initiate any initial interaction with any Employer exclusively through the Services. Further communication may take place outside of our Services only after the Interview Request is sent out by the Employer and accepted by the Candidate.

  • You will promptly inform us upon receipt of a Job Offer, including but not limited to, the details on the beginning of the employment, duration and compensation.

  • You will promptly inform us if you accept a Job Offer and also provide us with the signed Job Offer or the details of the engagement including but not limited to the scope of the role, remuneration and other conditions of employment.

  • You will promptly notify us if your employment does not commence or is terminated within ninety (90) days from the start date that you agree to with the Employer (“Start Date”).

  • You will not publicly or privately disclose, post or disseminate any Job Offers that you receive through the Services.

  • You will not attempt to circumvent our Services by independently attempting to communicate with an Employer that contacted or communicated with you through our Services.

COMPLIANCE WITH APPLICABLE LAWS

Whether inside or outside of the United States or Canada, you are solely responsible for ensuring compliance with the applicable laws of your specific jurisdiction.


ARBITRATION

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SCOUTIBLE. FOR ANY DISPUTE WITH SCOUTIBLE, YOU AGREE TO FIRST CONTACT US AT CONTACT@SCOUTIBLE.COM AND ATTEMPT TO RESOLVE THE DISPUTE WITH US INFORMALLY. IN THE UNLIKELY EVENT THAT SCOUTIBLE HAS NOT BEEN ABLE TO RESOLVE A DISPUTE IT HAS WITH YOU AFTER SIXTY (60) DAYS, YOU AND SCOUTIBLE AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF SERVICE SHALL BE FINAL AND BINDING ARBITRATION. THE FEDERAL ARBITRATION ACT AND FEDERAL ARBITRATION LAW APPLY TO THESE TERMS.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THESE TERMS OF SERVICE AS A COURT WOULD.

ANY DISPUTE BETWEEN SCOUTIBLE AND YOU ABOUT OR INVOLVING YOUR USE OF THE SERVICES THAT IS UNABLE TO BE INFORMALLY RESOLVED MUST BE COMMENCED AND CONDUCTED UNDER THE COMMERCIAL ARBITRATION RULES (THE “AAA RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) AND, WHERE APPROPRIATE, THE AAA’S SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (“AAA CONSUMER RULES”), BOTH OF WHICH ARE AVAILABLE AT THE AAA WEBSITE WWW.ADR.ORG OR BY CALLING THE AAA AT 1-800-778-7879, PROVIDED THAT THE FOREGOING SHALL NOT PREVENT SCOUTIBLE FROM SEEKING INJUNCTIVE RELIEF IN A COURT OF COMPETENT JURISDICTION. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

CLASS ACTION/JURY TRIAL WAIVER

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, WE EACH AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

MISCELLANEOUS

  • These Terms of Service will inure to the benefit of our successors, assigns, licensees, and sublicensees. These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Scoutible without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

  • No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Scoutible’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

  • These Terms of Service, together with any amendments and any additional agreements you may enter into with Scoutible in connection with the Service, shall constitute the entire agreement between you and Scoutible concerning the Service. If any provision of these Terms of Service are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. Notwithstanding the foregoing or anything else in these Terms of Service, the terms of these Terms of Service that by their terms are perpetual or are otherwise intended to survive these Terms of Service will survive the termination or expiration of these Terms of Service.

  • The section headings in these Terms of Service are provided merely for convenience and shall not be given any legal import.

  • Please contact us at contact@scoutible.com with any questions regarding these Terms of Service.