|
USER AGREEMENT
1. INTRODUCTION. A. Purpose. The goal of OnContracting is to help professionals (contractors, recruiters and hiring managers) that engage in contract or consulting jobs or projects. To achieve this goal, we make services available through our website to help you and other professionals meet, learn, find opportunities or employees using their network. B. Scope and Intent. You agree that by registering on www.oncontracting.com, or by using the website, you are entering into a legally binding agreement with OnContracting Inc, 12505 Bel Red Road, Suite 212, Bellevue, WA 98005, USA based on the terms of this OnContracting user agreement and the OnContracting privacy policy. By entering this site you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions.
2. YOUR OBLIGATIONS. A. Applicable laws and this Agreement You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advance notice. B. License and warranty for your submissions to OnContracting. You own the information you provide OnContracting under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant OnContracting a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to OnContracting, including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to OnContracting, without any further consent, notice and/or compensation to you or to any third parties. By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your OnContracting profile information accurate and updated. C. Eligibility. To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a OnContracting account, (3) are not a competitor of OnContracting or are not using the Services for reasons that are in competition with OnContracting; (4) will only maintain one OnContracting account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of OnContracting, including intellectual property rights such as copyright or trademark rights.(7) are not a client company looking to use information to restrict its vendors or contractors. D. Sign-In Credentials. You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your OnContracting account to another party. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. E. Indemnification. You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through OnContracting. F. Payment. If you purchase any services that we offer for a fee, either on a one-time or subscription basis, you agree to OnContracting storing your payment card information. G. Notifications and Service Messages. You agree that OnContracting may communicate with you through your OnContracting account or through other means including email, mobile number, telephone, or delivery services including the postal service about your OnContracting account or services associated with OnContracting. H. Privacy. You should carefully read our full Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to OnContracting, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.
3. YOUR RIGHTS. On the condition that you comply with all your obligations under this Agreement, OnContracting grants you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of OnContracting or its Users), view information and use the Services that we provide on OnContracting webpages and in accordance with this Agreement.
4. OUR RIGHTS AND OBLIGATIONS. A. Services Availability. For as long as OnContracting continues to offer the Services, OnContracting shall provide and seek to update, improve and expand the Services. As a result, we allow you to access OnContracting as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue OnContracting, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. OnContracting further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by OnContracting to be contrary to this Agreement. For avoidance of doubt, OnContracting has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. B. Connections and Interactions with other Users. You are solely responsible for your interactions with other Users. OnContracting may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. OnContracting reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if OnContracting determines, in our sole discretion, that doing so is necessary to enforce this Agreement.
5. DISCLAIMER. DO NOT RELY ON ONCONTRACTING, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR ONCONTRACTING AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. ONCONTRACTING DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY ONCONTRACTING OR ANYTHING RELATED TO ONCONTRACTING, YOU MAY CLOSE YOUR ONCONTRACTING ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH “TERMINATION” AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY. ONCONTRACTING IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS MESSAGES, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH ONCONTRACTING TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US. ONCONTRACTING DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, ONCONTRACTING DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION. ONCONTRACTING DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. ONCONTRACTING DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, ONCONTRACTING DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE ONCONTRACTING SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
6. LIMITATION OF LIABILITY. Neither OnContracting nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“OnContracting Affiliates”) shall be cumulatively liable for (a) any damages in excess of two times the most recent monthly fee that you paid for a Premium Service, if any, or US $50, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from OnContracting. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall: A. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and B. Not apply to any damage that OnContracting may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
7. TERMINATION. A. Mutual rights of termination. You may terminate this Agreement, for any or no reason, at any time, with notice to OnContracting. This notice will be effective upon OnContracting processing your notice. OnContracting may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. Termination of your OnContracting account includes disabling your access to OnContracting and may also bar you from any future use of OnContracting. B. Misuse of the Services. OnContracting may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users who have stated they don't want to connect; abusing the OnContracting messaging services; creating multiple or false profiles; using the Services commercially without OnContracting’s authorization, infringing any intellectual property rights, or any other behavior that OnContracting, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, OnContracting has adopted a policy of terminating accounts of Users who, in OnContracting’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.
8. DISPUTE RESOLUTION A. Law and Forum for Legal Disputes This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Washington regardless of your country of origin or where you access OnContracting, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and OnContracting agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in King County, WA, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and OnContracting agree to submit to the personal jurisdiction of the courts located within King County, WA for the purpose of litigating all such claims. Notwithstanding the above, you agree that OnContracting shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. B. Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
9. GENERAL TERMS. A. Severability. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way. B. Notices. In addition to Section 2.h. (“Notices and Service Messages”), we may notify you via postings on www.OnContracting.com. You may contact us at Email or via mail or courier at: OnContracting Inc ATTN: Legal Department 12505 Bel Red Road, Suite 212 Bellevue, WA 98052, USA
C. Entire Agreement. You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other OnContracting services, third-party content or third party software. D. Amendments to this Agreement. We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.OnContracting.com or notifying you otherwise. For example, OnContracting presents a banner on the site when we have amended this Agreement or the Privacy Policy so that you may access and review the changes prior to your continued use of the site. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section 7 (Termination). E. No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. F. Assignment and Delegation. You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, OnContracting for any third party that assumes our rights and obligations under this Agreement.
10. ONCONTRACTING USER “DOS” and “DON’TS.” As a condition to access OnContracting, you agree to this User Agreement and to strictly observe the following DOs and DON’Ts:
A. Do undertake the following: 1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements; 2. Provide accurate information to us and update it as necessary; 3. Review and comply with our Privacy Policy; 4. Review and comply with notices sent by OnContracting concerning the Services; and 5. Use the Services in a professional manner. B. Don’t undertake the following: 1. Act dishonestly or unprofessionally by engaging in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to OnContracting; 2. Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature; 3. Create a user profile for anyone other than a natural person; 4. Harass, abuse or harm another person, including sending unwelcomed communications to others using OnContracting; 5. Upload a profile image that is not your likeness or a head-shot photo; 6. Use or attempt to use another's account without authorization from the Company, or create a false identity on OnContracting; 7. Upload, post, email, transmit or otherwise make available or initiate any content that: a. Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present; b. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable; c. Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by OnContracting); d. Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); e. Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; f. Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using OnContracting invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using OnContracting to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases; g. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of OnContracting or any User of OnContracting; h. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or 8. Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices. 9. Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on OnContracting (excluding content posted by you) except as permitted in this Agreement, or as expressly authorized by OnContracting; 10. Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof 11. Utilize or copy information, content or any data you view on and/or obtain from OnContracting to provide any service that is competitive, in OnContracting’s sole discretion, with OnContracting; 12. Remove any copyright, trademark or other proprietary rights notices contained in or on OnContracting, including those of both OnContracting and any of its licensors; 13. Remove, cover or otherwise obscure any form of advertisement included on OnContracting; 14. Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from OnContracting except as expressly permitted in this Agreement or as the owner of such information may expressly permit; 15. Share information of non-Users without their express consent; 16. Infringe or use OnContracting’s brand, logos and/or trademarks, including, without limitation, using the word “OnContracting” in any business name, email, or URL or including OnContracting’s trademarks and logos except as provided in the or as expressly permitted by OnContracting; 17. Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site; 18. Use bots or other automated methods to access OnContracting, add or download contacts, send or redirect messages, or perform other activities through OnContracting, unless explicitly permitted by OnContracting; 19. Access, via automated or manual means or processes, OnContracting for purposes of monitoring OnContracting’s availability, performance or functionality for any competitive purpose; 20. Attempt to or actually access OnContracting by any means other than through the interfaces provided by OnContracting such as its mobile application or by navigating to http://www.OnContracting.com using a web browser. This prohibition includes accessing or attempting to access OnContracting using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including OnContracting; 21. Attempt to or actually override any security component included in or underlying OnContracting; 22. Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on OnContracting’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or OnContracting personnel, attempting to gain unauthorized access to OnContracting, or transmitting or activating computer viruses through or on OnContracting; 23. Interfere with or disrupt or game OnContracting or the Services, including, but not limited to, any servers or networks connected to OnContracting, in particular OnContracting's search algorithms.
11.COMPLAINTS REGARDING CONTENT POSTED ON THE ONCONTRACTING WEBSITE. Please email us or contact us at OnContracting Inc, 12505 Bel Red Road, Suite 212, Bellevue, WA 98005. |
