- Contractual Relationship.
- These Terms and Conditions (“Terms”) govern the access or use by any employer (an “Employer”), from within the United States and its territories and possessions of applications, websites, content, products and services (the “Services”) made available in the United States and its territories and possessions by tilr corporation and its subsidiaries and affiliates (collectively, “tilr”). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In these Terms, the words “including” and “include” mean “including, but not limited to.”
- The use and access of the Services by an Employer constitutes the Employer’s agreement to be bound by these Terms, which establishes a contractual relationship between the Employer and tilr. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. tilr may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
- Supplemental terms may apply to certain Services, and such supplemental terms will be disclosed to you in in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
- tilr may amend the Terms related to the Services from time to time. Amendments will be effective upon tilr’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Services. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
- The Services. tilr owns and operates an online business that allows individuals to obtain employment from third party employers through the use of the Services. tilr DOES NOT FUNCTION AS AN EMPLOYER.
- Definitions. As used in these Terms, the words, phrases and abbreviations set forth below shall have the following meanings:”Affiliates” means, with respect to any Person, any other Person that (i) directly or indirectly owns or controls such Person, (ii) is directly or indirectly owned or controlled by such Person, or (iii) is under common control with such Person. For the purpose of this definition control means holding a majority of the equity or otherwise having the power to direct or cause the direction of the management and policies of an entity.
“Aggregate Data” means de-identified aggregated data or information regarding Users’ educational or career history (including, by way of example and not limitation, aggregate data relating to Users’ occupation, location, salary, education and experience).
“Content” includes all Text, Graphics, Design and Programming used on the Sites.
“Design” includes the color combinations and the page layout of the Sites.
“Document” refers to any posting to a Site, whether job or resume.
“Employer Materials” includes any brochures, emails, sample job postings, web site content, audio, videos, photographs, logos, trademarks, service marks, domain names, documents or other materials provided by Employer, if any, for use in connection with the Services.
“Employer Parties” means the Employer and its Affiliates, and their respective officers, directors, employees and agents.
“Governmental Authority” means any federal, state and local governmental authority, agency, body, court, commission, department or similar body.
“Graphics” includes all logos, buttons, and other graphical elements on the Sites, with the exception of paid advertising banners.
“Law” or “Laws” means all laws, rules, regulations, codes, statutes, ordinances, treaties, and/or governmental orders, including the common law.
“Liability” or “Liabilities” means any liability, indebtedness, fine, penalty or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due).
“Loss” or “Losses” means any and all damages, fines, assessments, charges, levies, fees, penalties, deficiencies, losses and expenses (including all remediation costs, reasonable fees of attorneys, accountants and other experts, or other expenses of litigation or proceedings or of any claim, default or assessment).
“Person” means any natural person, corporation, unincorporated organization, partnership, association, joint stock company, limited liability company, joint venture, trust or government, or any agency or political subdivision of any government, or any other entity.
“tilr Materials” includes any materials, methodologies, implementation plans, software or other intellectual property used during the provision of Services.
“tilr Web Site” or the “Site” means any web site under tilr’s control, whether partial or otherwise and includes such Site’s Content, Text, Graphics, Design, Programming, tilr Materials and Services (as applicable in each context).
“tilr Software” means the proprietary software owned or subsequently developed by tilr, to be used to provide access to the Sites and provide Services, including any upgrades, modifications, enhancements, extensions and other changes to such software.
“Text” includes all text on every page of the Sites, whether editorial, navigational, or instructional.
“tilr Parties” means tilr and its Affiliates, and their respective officers, directors, employees and agents.
“User” refers to any individual that uses any aspect of the Sites for the purpose of seeking a job.
- License to Employer. tilr hereby grants the Employer a limited, revocable, non-exclusive license to access the Sites and use the Services exclusively for the purpose of reviewing, evaluating and soliciting Users for employment by the Employer or one of its Affiliates. [The license authorizes the Employer to view and download a single copy of the material on the Sites solely for such purposes.] tilr also grants the Employer a limited, revocable, non-exclusive license to use the tilr Materials and Services for the Employer’s internal use only. The Employer may not sell, transfer or assign any of the Services or the Employer’s rights to any of the Services provided by tilr to any third party without the prior written approval of tilr.
- Certain Employer Obligations.
- The Employer shall be obligated: (i) to use the Sites to exclusively for the purpose of reviewing, evaluating and soliciting Users for employment by the Employer or one of its Affiliates; (ii) to comply with all applicable Laws, including any laws related to employment and taxes, in connection with any use of the Sites, the Services, the employment or engagement of any User or otherwise; (iii) to ensure that all content of any Document the Employer posts to a Site is accurate and complete in all respects; and (iv) to comply with these Terms.
- The Employer may not post any Document to a Site that contains: (i) URLs or links to web sites [other than to recruitment related pages on the Employer’s company web site]; (ii) copyrighted material (unless the Employer owns the copyright or has the owner’s permission to post the copyrighted material); (iii) trade secrets (unless the Employer owns them or has the owner’s permission to post them); (iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (v) irrelevant keywords or white text keywords (including any words embedded in the Document and hidden from the User); (vi) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (vii) anything that is embarrassing or offensive to another person or entity.
- The Employer may not use a Documents to: (i) impersonate another person, living or dead; (ii) post false, inaccurate or misleading information, opinions or notices (commercial or otherwise) or chain letters; (iii) post advertisements or solicitations of business.
- The Employer’s Documents must contain sufficient detail to convey clearly to Users the nature and requirements of the job opportunity.
- Job postings must describe individual openings for traditional employees and independent contractors. The Employer may not advertise multiple job openings in a single posting.
- Fees Payable to tilr. In consideration for the Services provided by tilr under these Terms, the Employer shall pay fees to tilr (the “Fees”) in the amounts specified in the fee schedule agreed upon in each client contract, unless otherwise agreed in writing by the Employer and tilr. Any Fees and other amounts payable by the Employer to tilr under these Terms that are not paid when due shall bear interest after due date at a rate equal to the lower of: (i) 1.5% per month or (ii) the maximum legal rate permitted by the Laws of the State of New York.
- The Employer shall be required to pay each User that accepts and performs a job for the Employer the amount specified in the posting made by the Employer for the job (the “User Compensation”), less any applicable withholding taxes. The Employer shall be required to pay the User Compensation on a weekly basis, unless the Employer elects to pay the User Compensation on an earlier date. The Employer shall be required to pay tilr the applicable Fee for the Services at the same time that the Employer pays the User Compensation.
- The Employer shall be required to pay the User Compensation and the applicable Fee on a weekly basis, unless the Employer elects to pay the User Compensation on an earlier date. The Employer shall pay the User Compensation and Fee to tilr utilizing the payment option specified in the Employer’s Account, after which tilr will send the Employer a receipt by email. tilr will facilitate the payment of the applicable User Compensation on behalf of the Employer, as such User’s limited payment collection agent. Payment of the User Compensation in such manner shall be considered the same as payment made directly by the Employer to the User.
- If the Employer’s primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, the Employer agrees that tilr may, as the User’s limited payment collection agent, use a secondary payment method in the Employer’s Account, if available.
- tilr may from time to time provide certain Employers with promotional offers and discounts that may result in different amounts charged for the same or similar services obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to the Employer, shall have no bearing on your use of the Services or the Fees applied to you.
- [The Employer may elect to cancel its request for services from a User at any time prior to such User’s commencement of his or her job, in which case the Employee may be charged a cancellation fee.]
- Ownership of Intellectual Property.
- The Employer acknowledges that the tilr Sites, Content, Text, Graphics, Design, Programming, tilr Materials, the tilr Software and Services and related intellectual property rights are the sole property of tilr and that the Employer will not acquire any rights in such property as a result of these Terms or otherwise. The Employer will only be entitled to use such property in a manner authorized by tilr from time to time.
- Without limitation on the foregoing, the Employer may not reproduce, modify, display, sell, or distribute the Content or tilr Materials, or use them in any other way for public or commercial purpose. Notwithstanding anything to the contrary contained herein, this prohibition includes: (a) copying or adapting the HTML code used to generate web pages on the Sites; (b) using or attempting to use engines, manual or automated software, tools, devices, agents, scripts, robots or other means, devices, mechanisms or processes (including, but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate, search, access, “scrape,” “crawl,” or “spider” any web pages or any Services provided on the Sites other than the search engine and search agents available from tilr on such tilr Sites and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); and (c) aggregating, copying or duplicating in any manner any of the Content or information available from any of the tilr Sites, without the express written consent of tilr. The use of the Content on any other web Site or in a networked computer environment for any purpose is strictly prohibited. The tilr Materials are not considered to be works for hire and the Employer may duplicate such tilr Materials only for the purposes outlined in these Terms.
- “tilr,” the tilr design logo and certain other names or logos are service marks or trademarks of tilr, and all related product and service names, design marks and slogans are the service marks or trademarks of tilr. In addition, the “look” and “feel” of the Sites (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by tilr’s trademarks, service marks and copyrights.
- Any code that tilr creates to generate or display the Content or the pages making up the Sites is also protected by tilr’s copyright. The Employer must retain all copyright, trademark, service mark and other proprietary notices contained on the Content or tilr Materials on any authorized copy the Employer make of the Content or tilr Materials. All other product and service marks contained on the Sites are the trademarks of their respective owners.
- Use of Aggregate Data. The Employer understands and agrees that tilr owns and has the right to collect, extract, compile, synthesize, and analyze Aggregate Data. tilr may use such Aggregate Data for any lawful business purpose without a duty of accounting to the Employer, provided that the data and information is used only in an aggregated and anonymized form so that it cannot be identifiable as relating to the Employer or any Users.
- Employer Submissions. tilr does not accept or consider creative ideas, suggestions, inventions or materials other than those which it has specifically requested. If the Employer submits feedback on the Sites or the Services, such feedback should not include any creative ideas, inventions, suggestions, or materials. If, despite this notice, the Employer sends tilr creative suggestions, ideas, drawings, concepts, inventions, or other information (an “Employer Submission”), the Employer understands and agrees that the Employer Submission shall become the property of tilr. Employer Submissions and any elements contained in Employer Submissions shall not be subject to any obligation of confidentiality on tilr’s part, and tilr will not be liable for any use or disclosure of any Employer Submission. tilr shall exclusively own all now known or later discovered rights to the Employer Submissions and shall be entitled to unrestricted use of the Employer Submissions for any purpose whatsoever, commercial or otherwise, without compensation to the Employer or any other person.
- Force Majeure and Related Matters. A “Force Majeure Event” means any event or circumstance or combination of events or circumstances (including the effects thereof) that is beyond the reasonable control of tilr and that affects the performance by tilr of its obligations under or pursuant to these Terms. Upon the occurrence of a Force Majeure Event, tilr shall be excused from any performance or other obligations under these Terms until such Force Majeure Event is resolved. In the event that tilr is entitled to suspend the performance of its duties under these Terms as a result of a Force Majeure, then Employer shall continue to be obligated to pay all Fees that accrue until the termination of these Terms.
- Warranty Disclaimers.
- THE SITES ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. tilr, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. tilr MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITES.
- Without limitation on the foregoing:
- tilr does not warrant that the Sites will operate error-free or that the Sites and their servers are free of computer viruses or other harmful mechanisms. If the Employer’s use of the Sites results directly or indirectly in the need for servicing or replacing equipment or data, tilr is not responsible for those costs.
- tilr makes no representations or guarantees regarding the truthfulness, accuracy, legality, completeness, timeliness or reliability of any Documents posted by Users, or of any other form of communication engaged in by Users. Documents may contain inaccuracies or typographical errors. The Employer agrees that any reliance on Documents posted by Users, or on any other form of communication with Users, will be at the Employer’s own risk.
- tilr makes no representations or guarantees regarding the Content of the Sites, including, but not limited to, broken links, inaccuracies or typographical errors.
- tilr makes no representations or guarantees regarding the effectiveness of the Services or timeliness of the Services in meeting the Employer’s employment objectives. tilr does not guarantee that the Services will result in candidates being hired, positions being filled or employees being retained, and is not responsible or liable for any business, employment, hiring and/or salary decisions, for whatever reason made, made by the Employer.
- Damage Limitations, Allocations of Liability and Equitable Relief.
- The Employer assumes all responsibility and risk for the Employer’s use of the Sites, the internet generally, and the documents or employer materials that Employer posts, provides or accesses and for the Employer’s conduct on and off the Sites.
- tilr assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users. tilr acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Documents posted by Users. If notified by a User of a Document which allegedly does not conform to these Terms and Conditions, tilr may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such Document. tilr has no liability or responsibility to Users for performance or nonperformance of such activities. tilr may take any action with respect to User submitted information that it deems necessary or appropriate, in its sole discretion.
- In no event shall tilr or any tilr Parties be liable for any non-direct damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data, lost employment opportunity, or business interruption) resulting from or arising under or in connection with Services or the use or access to, or the inability to use or access, the Sites and/or any Document, whether based on warranty, contract, tort, or any other legal theory, and whether or not tilr is advised of the possibility of such damages.
- Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the limitations set forth in the preceding paragraph may not apply to the Employer. if any are held inapplicable or unenforceable for any reason, then tilr’s maximum liability to The Employer for any non-direct type of damages shall be limited to $200.00 in the aggregate.
- The total aggregate Liability of tilr and the tilr Parties on all claims of any kind that may be asserted against them by Employer or Employer Parties, whether in contract, warranty, indemnity, tort (including negligence), or other contractual or extra contractual liability of any nature, strict liability, or otherwise, and under any system, theory or principle of Law, arising out of the breach of these Terms, or relating the Services to be provided by tilr or the tilr Parties shall in no event exceed the total of all of the Fees paid by Employer to tilr under these Terms.
- Due to the nature of these Terms, in addition to money damages, the Employer agree that tilr will be entitled to equitable relief upon a breach of these Terms by the Employer.
- Because User authentication on the Internet is difficult, tilr cannot and does not confirm that each User is who they claim to be. Because tilr does not and cannot be involved in User-to-User dealings or control the behavior of participants on the Sites, in the event that the Employer have a dispute with one or more Users, the Employer release tilr from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
- California Residents. If the Employer is a California resident, the Employer waives California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
- No claim shall be asserted against tilr or any of the tilr Parties or suppliers, unless the breach, injury, loss or damage giving rise to the claim occurs or is sustained and no suit or action or arbitration proceeding thereon shall be instituted or maintained unless it is initiated within one (1) year after the date the cause of action occurs.
- The limitations of Liability set forth in this Section shall prevail over any conflicting or inconsistent provisions contained in any of the documents comprising these Terms except to the extent such conflicting or inconsistent provisions contain lower limits and/or greater restrictions.
- Indemnification by the Employer. The Employer shall indemnify and hold harmless tilr and each of the other tilr Parties from and against any and all Indemnified Amounts that may at any time or times be imposed on, incurred by, or asserted against any of them (whether or not also indemnified by any other person) as a result of: (i) any breach by the Employer or any of the Employer Parties of their obligations under these Terms; (ii) an act or omission of the Employer or any of the Employer Parties that relates to, but is not authorized under, these Terms; (iii) any failure of the Employer to comply with any applicable tax Laws with respect to any User, including the failure to withhold and remit any required taxes in connection with the employment or engagement of any User; (iv) any failure of the Employer to comply with any applicable employment Laws with respect to any User, and (iv) claims of any kind asserted against tilr or any of the tilr Parties by any Users or third parties arising from any act or omission of the Employer or any of the Employer Parties.
- Links to Other Sites. tilr contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by tilr of the contents on such third-party web sites. tilr is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.
- Security Rules:
- You are prohibited from violating or attempting to violate the security of the Sites, including, without limitation: (i) accessing data not intended for you or logging into a server or account which you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Sites, overloading, “flooding”, “mail bombing” or “crashing”; (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; (v) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
- Violation of these Security Rules may result in civil or criminal liability. tilr will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
- Copyright Complaints.
- It is tilr’s policy to respond to claims of copyright and other intellectual property infringement. tilr will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, tilr may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. tilr will terminate access for Users who are repeat infringers.
- Notifying tilr of Copyright Infringement. To provide tilr notice of an infringement, you must provide a written communication to the attention of Summer Crenshaw at email@example.com that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please also note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.
- If tilr removes or disables access to content in response to an infringement notice, tilr will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide tilr with a counter notification by written communication to the attention of Summer Crenshaw at firstname.lastname@example.org that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.
- Notices. tilr may give the Employer notice by means of a general notice on the Site, electronic mail to the Employer’s email address in its Account, or by written communication sent by first class mail or pre-paid post to your address in its Account. Such notice shall be deemed to have been given on the second business day after mailing or posting (if sent by first class mail or pre-paid postage) or on the business day after sending (if sent by email). The Employer may give notice to tilr, with such notice deemed given when received by tilr, at any time by first class mail or pre-paid post to tilr Corporation, Attn: Carisa Miklusak, 350 fifth avenue, 59th floor – NY,NY – 10001.
- Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of New York (excluding any law related to conflicts of laws).
- Dispute Resolution.
- All disputes arising in connection with these Terms shall be settled, if possible, by negotiation between the parties. If settlement cannot be reached by negotiation, then the dispute shall be finally settled by arbitration. Each party shall have the right by giving notice to the other party to refer a dispute or controversy to arbitration by three (3) arbitrators at any time without recourse to common or commercial courts. The notice shall identify the name and address of the arbitrator appointed by the party giving notice and the points of dispute.
- The arbitration shall be conducted in the English language, in accordance with the Commercial Rules of Arbitration of the American Arbitration Association, in effect on the date of the institution of arbitration by either party by three (3) arbitrators appointed in accordance with said Rules. The venue and legal seat for the Arbitration shall be [New York City, New York]. In arriving at their decision, the arbitrators shall consider the pertinent facts and circumstances and be guided by these terms and conditions; and, if a solution is not found in the terms of these Terms, the arbitrators shall apply the governing Law of these Terms. Both parties shall have the right to present documentary evidence, witnesses and to cross-examine witnesses. The decision of the arbitrators shall be final and binding upon both parties, and neither party shall seek recourse to a Law court or other authorities to appeal for revisions of such decision. Reasonable expenses of the arbitration shall be borne as the arbitrators may determine. On request of either party, a transcript of the hearings shall be prepared and made available to the parties. Any arbitral award shall be final and binding on the parties. Any such award shall be may be enforced in any court of competent jurisdiction.
- Notwithstanding anything in the foregoing to the contrary, tilr shall have the right to file with any court of competent jurisdiction, whether in Law or in equity, a suit, claim or action in replevin or detinue or any other action seeking a similar remedy, and to prosecute such suit, claim or action as necessary to recover possession of any property in which tilr holds or claims title or a leasehold or other interest, which has been taken or detained by Employer or any third party. The filing and prosecution of any such suit or action in a court of Law or equity shall not be deemed incompatible with, or a waiver of, these Terms to arbitrate.
- Miscellaneous. Any provision of these Terms which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition of unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In any case where the consent or approval of either party is required, no such consent or approval shall be valid unless the same shall be in writing and signed by an authorized representative of such party. The failure of either arty to enforce, at any time or for any period of time, any of the provisions of these Terms shall not constitute a waiver of such provisions or of the right of such party to enforce each and every provision hereof The captions in these Terms are for convenience only and shall not define or limit any of the terms hereof. Any oral or written representation, warranty, course of dealing or trade usage not contained or referenced herein shall not be binding on either party. Each party agrees that it has not relied on, or been induced by, any representations of the other party not contained in these Terms. No ambiguity in any provision of these Terms shall be construed against either party by virtue of the fact that such party, or its counsel, drafted such provision.
Effective Date: June 1, 2016