Effective from: May 25, 2018 to December 29, 2020
Welcome to Suited! Please read these terms of service ("Terms of Service") carefully. They apply to your use of the Suited Inc. ("Suited") website at www.wellsuited.com (the "Site") and the related services offered by Suited through the Site. We will refer to the Site and related services offered through the Site as the "Services."
If you have questions regarding the Terms of Service or about Suited, please contact us by email at support@wellsuited.com.
1. INTRODUCTION
The Terms of Service set forth the legally binding terms for your use of the Services. By using the Services, you agree to be bound by the Terms of Service and our Privacy Policy, which is posted at www.wellsuited.com/privacy, (together, the “Agreement”). If you are accepting the Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to the terms set forth herein. If you do not have such authority or do not agree to be bound by the Terms of Service, you may not access or use the Services. You must indicate your acceptance of the Terms of Service and Privacy Policy when you create a Suited account.
THESE TERMS OF SERVICE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. PLEASE NOTE THAT SECTION 13 OF THE TERMS OF SERVICE INCLUDES AN ARBITRATION AGREEMENT. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT CLAUSE, YOU AND SUITED AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS ARBITRATION.
Suited may, in its sole discretion, modify or revise the Terms of Service at any time, and you agree to be bound by such modifications or revisions. Although we may attempt to notify you when major changes are made to the Terms of Service, you should periodically review the most up-to-date version, which will always be posted at www.wellsuited.com/terms. Your continued use of the Services constitutes your acceptance of such changes.
2. SERVICES
Suited matches qualified candidates with employers using a unique algorithm. The Services you access will depend on whether you are an employer (“Company”) seeking qualified candidates or a candidate (“Candidate”) seeking your ideal employer. Whether you are a visitor to the Site, a Candidate, a Company, or a Company employee, access to the Services is subject to these Terms of Service. If you have entered into a separate agreement with Suited, the terms of that separate agreement will override these Terms of Service to the extent they conflict.
Suited serves as a bridge between Candidates and Companies. Our Services do not extend to any contract of employment and Suited is not bound by any contractual agreement arising between Candidates and Companies, regardless of whether Suited received payment in connection with bringing the Candidate and Company together.
3. ELIGIBILITY AND ACCOUNT CREATION
3.1 SERVICES ELIGIBILITY
The Services are intended solely for users who are 18 years of age or older. To use the Services, you agree that: (1) you must be at least 18 years of age; (2) you will abide by the Terms of Service; and (3) you will only have one Suited account.
3.2 YOUR ACCOUNT
In order to access certain features of the Services, you will have to create a Suited account (“Account”). When creating your Account, you must provide and maintain accurate and complete information and you will be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password and keeping your password secure. You agree not to use the account, username, or password of another Suited account holder at any time or to disclose your password to any third party. You may never create an account using a false identity or information, on behalf of someone other than yourself, or use another person's account without permission. Suited may refuse to open an Account for any reason, in Suited's sole discretion.
You agree to notify Suited immediately if you suspect any unauthorized use of your Account, access to your password, or any other breach of security. You are solely responsible for any and all use of your Account. Although Suited will not be liable for your losses caused by any unauthorized use of your Account, you may be liable for the losses of Suited or others due to such unauthorized use.
These Terms of Service shall remain in full force and effect while you use the Services, have an Account, and even after your Account is terminated. You may terminate your Account at any time, for any reason, by emailing support@wellsuited.com. If you have a subscription, you must comply with the payment obligations that correspond to your subscription even if you terminate your Account before the subscription ends. Upon your request, and in Suited's sole discretion, you may be able to reinstate your Account at any time within one (1) year after termination. Suited may terminate your Account or your access to Services at any time, without warning and in Suited's sole discretion, if you breach these Terms of Service, or otherwise.
4. PAYMENT
CANDIDATES
If you buy any of our paid Services (“Premium Services”), you agree to pay us the applicable fees and taxes specific to the paid Services as described on Suited's Site. Failure to pay these fees will result in the termination of your paid Services. Also, you agree that: (1) we may store and continue billing your payment method (e.g. credit card) to avoid interruptions in your Services and to use it to pay for other Services you may buy; and (2) if you purchase a subscription, your payment method will automatically be charged at the start of each subscription period for the fees and taxes applicable to that period. To avoid future charges, cancel before the renewal date by visiting the account management page.
All purchases placed through the Site are subject to Suited's acceptance. This means that Suited may refuse to accept or may cancel any order, whether or not the order has been confirmed, for any or no reason, and without liability to you or anyone else. If your credit card has already been charged for an order that is later cancelled, Suited will issue you a refund.
COMPANIES
Unless you have entered into a separate agreement with Suited that conflicts with these Terms, you agree to pay us the applicable fees and taxes for the Services as described in the ordering document executed by Suited and you.
5. PRIVACY
Suited's Privacy Policy applies to the collection and use of “Personal Information,” which is defined as information about an individual that (either by itself or when combined with information from other available sources) allows that individual to be identified. Suited's Privacy Policy is available at www.wellsuited.com/privacy and its terms are made a part of these Terms of Service by this reference. In addition, if you are a Company, you may have a Personal Information Processing Agreement with us that governs the processing of personal data that a Company may upload or otherwise provide to Suited. You understand that by using the Services you consent to the collection, use and disclosure of your Personal Information as set forth in our Privacy Policy and in accordance with any applicable Personal Information Processing Agreement, and to have your Personal Information collected, used, transferred to and processed in the United States.
6. NOTICES AND COMMUNICATIONS
You agree that we will provide notices to you by email. You further agree to keep your contact information up to date.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, materials or any other content or information provided by you to Suited are non-confidential and shall become the sole property of Suited. Suited shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
7. RIGHTS AND RESTRICTIONS
Suited hereby grants you permission to access and use the Site as set forth in these Terms of Service, provided that you agree not to distribute in any medium any part of the Site, without Suited's prior written authorization, and you agree not to alter, modify, copy, or reverse engineer any part of the Site or any of its related technologies. Suited reserves the right to discontinue any aspect of the Site at any time.
The content on the Site, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, and interactive features ("Content") and the trademarks, service marks, trade names, trade dress, and logos contained therein, including "TitanHire, "Suited" and the logos of each (together, the "Marks"), are owned by or licensed to Suited and subject to copyright and other intellectual property rights under the law. Content on the Site is provided to you as is for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Suited and any other respective owners. Suited reserves all rights not expressly granted in and to the Site and the Content.
You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. You also agree that the Marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Suited. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein.
8. CANDIDATE CONTENT AND LICENSES
Candidates may have the ability to submit and upload text, photos, and other content to be shared on the Site (“Candidate Content”). You expressly acknowledge and agree that once you submit Candidate Content through the Services, it will be accessible by one or more Companies. If you create an Account that is specific to one or more Companies, your Candidate Content will be accessible by each of those Companies. If you create an Account that is universal, your Candidate Content will be accessible by all Companies having an account or services agreement with Suited. In no case, however, does any Company acquire any rights to or control over your Account or your Candidate Content. You further agree that there is no confidentiality or privacy with respect to such Candidate Content that you may make available through the Services, subject to the terms of our Privacy Policy.
You shall be solely responsible for all Candidate Content that you submit, upload, post, e-mail, or otherwise transmit through the Services, and you and assume all risks associated with sharing your Candidate Content through the Services. You retain all copyrights and other intellectual property rights in and to your Candidate Content. By submitting Candidate Content through the Services, you grant us the right and license to use and distribute your Content as necessary to provide the Services, subject to the terms of our Privacy Policy.
In addition, if you submit Candidate Content to us, you represent and warrant to Suited that such Candidate Content is your original creation (or that you otherwise have the right to provide the Candidate Content) and that you have the rights necessary to grant the license to the Candidate Content under the prior paragraph. You further represent and warrant that the Candidate and its use by Suited does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material.
9. THIRD PARTY CONTENT AND SERVICES
The Site may contain links to third-party websites that are not owned or controlled by Suited . We encourage you to be aware when you leave the Site and to read the terms and privacy policy of each other website that you visit. Upon leaving the Site, these Terms of Service shall no longer govern. Suited has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites, including privacy and data gathering practices. In addition, Suited will not and cannot censor or edit the content of any third-party site. By using the Site, you expressly relieve and release Suited from any and all liability arising from your use of any third-party website.
10. DISCLAIMERS AND LIMITATIONS ON LIABILITY
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, SUITED, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (TOGETHER, THE “SUITED PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF. NONE OF THE SUITED PARTIES ENDORSE ANY CANDIDATE OR COMPANY, AND YOU AGREE THAT NONE OF THE SUITED PARTIES HAS ANY RESPONSIBILITY OR LIABILITY TO YOU WITH RESPECT TO ANY TRANSACTION, COMMUNICATION, OR INTERACTION BETWEEN CANDIDATES AND COMPANIES OR FOR ANY RESULTS CAUSED BY USING THE SERVICES, AND THAT THE SUITED PARTIES SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY PERSONAL INJURY OR LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS, OR REVENUES, RELATED TO THE SERVICES. IN NO EVENT SHALL THE LIABILITY OF THE SUITED PARTIES EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) THE TOTAL AMOUNT PAID IN FEES FOR A PREMIUM SERVICE, IF ANY, IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) US $1000. THE FOREGOING LIMITATION OF LIABILITY DOES NOT APPLY TO LIABILITY RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE SUITED PARTIES.
IN ADDITION, SUITED MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (2) PERSONAL INJURY OR DEATH OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR FROM THE CONDUCT OF ANY USERS OF THE SERVICES; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
SUITED DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND SUITED WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE SERVICES ARE PROVIDED "AS-IS" AND AS AVAILABLE AND SUITED EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
The limitations and disclaimers in this section do not purport to limit liability or alter your rights beyond what is permitted by applicable law. Suited's liability shall be limited to the extent permitted by law.
11. REPRESENTATIONS, WARRANTIES, AND INDEMNITY
11.1 REPRESENTATIONS AND WARRANTIES
CANDIDATES
You represent and warrant that you will create no more than one Account, and you will complete the account creation and assessment process honestly and to the best of your ability.
COMPANIES
Unless you have entered into a separate agreement with Suited that expressly overrides these Terms, you represent and warrant that (1) you will use any Candidate Content in accordance with all applicable laws, including taking appropriate physical, technical, and administrative measures to protect Candidate Content from loss, misuse, unauthorized access, or disclosure; and (2) you will not disclose the names or identities of any Candidates outside of your company.
11.2 INDEMNITY
You agree to defend, indemnify, and hold harmless the Suited Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from (1) your use of and access to the Services, (2) your violation of these Terms of Service, (3) any claims brought against any Suited Parties by a Candidate or Company as a result of any of your acts or omissions. This defense and indemnification obligation will survive these Terms of Service and your use of the Services.
12. ASSIGNMENT
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Suited without restriction.
13. ARBITRATION AGREEMENT, CLASS WAIVER, AND JURY WAIVER
PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY BECAUSE IT REQUIRES YOU AND SUITED TO AGREE TO RESOLVE ALL DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, UNLESS OTHERWISE NOTED.
13.1 APPLICABILITY OF ARBITRATION AGREEMENT
All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement, including the Terms of Service, that cannot be resolved informally or in small claims court shall be resolved, to the extent permitted by applicable law, by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Suited, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms of Service.
13.2. NOTICE REQUIREMENT AND INFORMAL DISPUTE RESOLUTION
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Suited should be sent to: 500 Molino Street, Suite 118, Los Angeles, CA 90013 Attention: Suited Legal. After the Notice is received, you and Suited may attempt to resolve the claim or dispute informally. If you and Suited do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
13.3 ARBITRATION RULES
Arbitration shall be initiated through Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The JAMS Streamlined Arbitration Rules and Procedures (“JAMS Streamlined Rules”), as modified by this agreement, and consistent with JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness (“JAMS Consumer Fairness Standards”), shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with the Terms of Service. The JAMS
Streamlined Rules governing the arbitration are available online at https://www.jamsadr.com/rules-streamlined-arbitration/. The arbitration shall be conducted by a single, neutral arbitrator. Any hearing will be held in the city of Los Angeles, California, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
13.4 AUTHORITY OF ARBITRATOR
If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Suited, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Streamlined Rules, and the Terms of Service. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Suited.
13.5 WAIVER OF JURY TRIAL
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, excluding claims for injunctive or other equitable relief as set forth below. Arbitration procedures are typically more limited, more efficient, and less costly than court proceedings and are subject to very limited review by a court. If any litigation should arise between you and Suited in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SUITED WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
13.6 WAIVER OF CLASS OR CONSOLIDATED ACTIONS
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
13.7 SEVERABILITY
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.
13.8 RIGHT TO WAIVE
Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
13.9 SURVIVAL OF AGREEMENT
This Arbitration Agreement will survive the termination of your relationship with Suited.
13.10 SMALL CLAIMS COURT
Notwithstanding the foregoing, either you or Suited may bring an individual action in small claims court.
13.11 EQUITABLE RELIEF
Notwithstanding the foregoing, either party may seek equitable relief before a court of competent jurisdiction for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents or emergency equitable relief before a court of competent jurisdiction to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
14. GOVERNING LAW, VENUE, AND JURISDICTION
To the extent the parties are permitted under these Terms of Service to initiate litigation in court, both you and Suited agree that all claims and disputes, including statutory claims and disputes, arising out of or relating to the Agreement, including the Terms of Service, shall be governed in all respects by the substantive law of the state of California, without regard to its conflict of law principles. You and Suited hereby consent to submit to the jurisdiction of the federal and state courts sitting in the state of California for any actions, suits, or proceedings arising out of or relating to the Agreement, including the Terms of Service, that are not subject to the Arbitration Agreement.
YOU AND SUITED AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED TO THE EXTENT PERMITTED BY LAW.
15. ENTIRE AGREEMENT
The Terms of Service, Privacy Policy, any other legal notices published by Suited on the Site, and any other signed services agreements between you and Suited, shall constitute the entire agreement between you and Suited concerning the Services. If any provision of these Terms of Service is 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. 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 Suited's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
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