TERMS OF SERVICE
EFFECTIVE: December 1, 2023
Welcome to Suited! Please read these terms of service ("Terms of Service") carefully. They apply to your use of the Suited Inc. ("Suited", “we”, “us” or “our”) 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". The Terms of Service are a legal contract between you and Suited regarding your use of the Services. As long as you comply with these Terms of Service, you have the right to access and use the Services for your own personal use. By accessing and using the Services, you acknowledge that you have read, understood, and agree to be bound by the Terms of Service. If you do not agree to these Terms of Service at any time, please do not use the Services.
Please keep in mind, Suited also offers Software-as-a-Service and other products to companies pursuant to a separate manually or digitally-executed agreement (“Enterprise Services Agreement”). If you visit or use the Site using a Recruiter Account (as defined below) to exercise rights made available to you pursuant to an Enterprise Services Agreement, you may be subject to additional or different terms or conditions included in that Enterprise Services Agreement. In the event of any conflict between these Terms of Service and the terms and conditions set out in your Enterprise Services Agreement, the terms of your Enterprise Services Agreement will prevail.
We currently offer our Services in the United States and United Kingdom, and these Terms of Service govern the use of our Services in both territories. Some provisions of these Terms of Service will differ depending on whether the Services are being provided / used in the United States or United Kingdom. Where applicable, any such differentiation will be explicitly stated in the applicable provisions of these Terms of Service. Any provision of these Terms of Service that does not explicitly state otherwise will apply to the use of our Services in both the United States and United Kingdom.
If you have any questions regarding the Terms of Service or about Suited, please contact us by email at firstname.lastname@example.org.
1. APPLICABLE TERMS AND POLICIES
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. These Terms of Service were last updated on the date stated at the beginning of these Terms of Service.
C. YOU MUST BE 18 OR OLDER
If you are creating an account on behalf of yourself, you warrant and represent that you are the age of majority in your jurisdiction and fully able and competent to agree to these Terms of Service. You affirm you are 18 years of age or older, as the Services are not intended for, and do not knowingly collect personal information from, individuals under 18.
D. SERVICES SCOPE
Suited serves as a bridge between qualified candidates and potential employers. Our Services do not extend to any contract of employment and Suited is not subject to or bound by any contractual agreement arising between candidates and employers.
2. SERVICES & YOUR ACCOUNT
Suited advises employers on the suitability of candidates for a role using assessments and algorithms. 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 or representative, access to the Services is subject to these Terms of Service.
A. ACCOUNT CREATION
In order to access certain features of the Services, you will have to create a Suited account (“Account”). If you are a Candidate, you will create a “Candidate Account”. To create a Candidate Account, you will be asked to provide your first and last name and your email address. If you are accessing or using the Services on behalf of a Company, you will be provided with a “Recruiter Account” that we create on your behalf and which is based on your name and email address.
When creating a Candidate Account or accessing a Recruiter Account that is provided to you, 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 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.
Suited may refuse to open an Account for any reason, in Suited’s sole discretion.
You may not: (a) create more than one Account; (b) provide any false personal information to us, create any Account for anyone other than yourself, or permit any other person to create an Account for you; or (c) use the account, username, or password of another Suited Account holder at any time or disclose your password to any third party. We reserve the right to suspend or terminate your Account if any information provided during the Account creation process or thereafter proves to be inaccurate, false, misleading, duplicative of an existing Account, or in violation of our Terms of Service, and you acknowledge that providing any such information to us may jeopardize your ability to complete job applications with one or more of our partner Companies.
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 email@example.com. You agree that we may also terminate your Account or use of the Services at any time in our sole discretion, if you breach these Terms of Service, or otherwise, and you agree that we shall not be liable to you or any third party for any such termination. If you or we terminate your Account, your access to the Services will be terminated and your Candidate Content, as defined below, will no longer be accessible through your Account. Although you will not have access to your Candidate Content, you agree that the Candidate Content that you provided and/or uploaded to the Services prior to the date of termination of your Account may persist and appear within the Services or otherwise. Upon your request, and in Suited’s sole discretion, you may be able to reinstate your Account at any time within one year after termination.
3. CANDIDATE PROFILES AND CONTENT
Candidates who create a Candidate Account will be able to create a Candidate profile (“Profile”). To complete your Profile, you will have the ability to provide your educational background, to complete one or more Assessments (as defined and described further below), and you may submit and upload a resume and/or other content to be shared on the Site. You also have the option but not the obligation to provide demographic information, including your age, your gender, your racial and ethnic origin(s), and your military status. The information you provide and/or upload to your Profile, including the resposnes to any Assessments, is collectively referred to in these Terms of Service as your “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 after being referred to Suited by one or more Companies through a Company-specific invitation link, your Candidate Content will by default only be accessible by each of those Companies. If you create an Account by signing up through our main website, wellsuited.com, your Candidate Content will be accessible by any Company having an account or services agreement with Suited. You can change the default privacy settings of your Account at any time in the Advanced Settings section of the preferences page within the Services. In no case, however, does any Company acquire any rights to or control over your Account, your Profile, or your Candidate Content.
In addition, if you submit Candidate Content to us, you represent and warrant to Suited that such Candidate Content is accurate and complete, is your original creation, 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 Content and its use by Suited does not and will not infringe or misappropriate the publicity, intellectual property, or moral rights of any person or contain any libelous, defamatory, or obscene material.
4. CANDIDATE ASSESSMENTS & ASSESSMENT DISHONESTY POLICY
As part of the creation of a Candidate Profile, you may have the ability to take one or more assessments (each, an “Assessment”), including a psychometric assessment, an essential competencies assessment, and/or one or more other assessments as may be offered by Suited from time to time. To access certain Assessments, you may be required to acknowledge and agree to supplemental policies, terms, and conditions of Suited (“Assessment Terms”). The Assessment Terms, including without limitation the Essential Competencies Assessment Policy available at https://www.wellsuited.com/essential-competencies-assessment-policy, are incorporated into and made a part of these Terms of Service by reference. Except as expressly set forth in the Assessment Terms and/or this Section 4, you will be able to take each Assessment only once; this is true even if you are referred to Suited by multiple Companies, or if you terminate your Account and later reinstate your Account. You represent and warrant that you will abide by the Assessment Terms, you will take each Assessment only one time except as expressly permitted by Suited, and you will do so honestly, to the best of your ability, and without assistance of or from any third party or resource.
B. ASSESSMENT DISHONESTY POLICY
As the purpose of the Assessment is for future employment with prospective employers or referring firms, your honesty and integrity are of utmost importance. As such, if there are any discrepancies in the results of your Assessment or if we have any reason to believe based on observation or other evidence that you violated the instructions and/or rules provided with the Assessment, the Assessment Terms or these Terms of Service, or any applicable law, we have the option to invalidate your Assessment and notify prospective employers that any such breach has taken place. We will inform you of this decision in a reasonable time via the email associated with your Candidate Account. If you receive such a notification from us, you may request that we review the discrepancy or our determination that you violated the Assessment Terms, these Terms of Service, or applicable law.
REQUEST FOR REVIEW
If your Assessment results are invalidated due to a violation of the Assessment Terms, these Terms of Service, or applicable law, you may submit to us a one-page letter and any evidence regarding the violation. We will review the letter and determine whether you will be offered an opportunity to take another Assessment (“Second Assessment”) but Suited will have no obligation to make this opportunity available to you. As part of our review, we may ask you to take a Second Assessment. The rules governing a Second Assessment are set forth below.
The results of your Second Assessment will not replace the results of your Assessment. Rather, we will use the Second Assessment to corroborate the results of the Assessment and validate concerns or questions about any discrepancy, or violations of the Assessment Terms, these Terms of Service, or applicable law.
Regardless of whether you ask for a review or choose to take a Second Assessment, Suited retains the right to disclose any discrepancy or violation of the Assessment Terms, these Terms of Service, or applicable law to a prospective employer or referring firm.
5. OUR PROPRIETARY RIGHTS; RESTRICTIONS
Our Services, including without limitation our Assessments, are protected by copyright, trademark, and other laws regarding the protection of intellectual property in any jurisdiction (including without limitation the laws of the United States and English law). Except as expressly provided in these Terms of Service, we (or our licensors) exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. The content on the Services, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, and interactive features ("Content"), 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 Services and the Content. You acknowledge and agree that any feedback, comments or suggestions you may provide regarding the Services will be the sole and exclusive property of Suited Inc., and you hereby irrevocably assign to us all of your right, title and interest in and to the foregoing.
You may not (a) copy, modify or distribute the Services, including without limitation any Content, in whole or in part, for any purpose; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Services to any third party; (c) decompile, reverse-engineer, disassemble, or create derivative works of the Services, or otherwise attempt to discover the source code of the Services; (d) make the functionality of the Services available to multiple users through any means; or (e) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms of Service. You further agree not to (i) interfere with, damage, impair, or disable the Service's operation, by any means (whether through automated means or otherwise), including uploading or otherwise disseminating viruses, worms, spyware, adware or other malicious code; (ii) make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users, or use the Services for commercial purposes; (iii) use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express consent or bypass our robot exclusion headers or similar measures; (iv) remove, circumvent, disable, damage or otherwise interfere with the Services' security-related features, features that prevent or restrict the use or copying of any part of the Services, or features that enforce Services limitations; (v) attempt to gain unauthorized access to the Services, other user accounts, computer systems or networks connected to the Services through hacking, password mining, or any other means; (vi) deep-link to the Services; (vii) reformat or frame any portion of the Services; or (viii) take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the Services.
6. THIRD PARTY CONTENT AND SERVICES
The Services may contain links, information, and references to third party content, products, services, and websites which we do not control or maintain ("Third Party Sites"). Access to and use of any Third Party Sites is at your own risk and we are not responsible for (a) the accuracy or reliability of information on Third Party Sites, (b) the acts or omissions of the operators of Third Party Sites (or their partners or affiliates), (c) any loss or damage incurred in connection with the use of any Third Party Site, or (d) any transaction you consummate in connection with your use or access of any Third Party Site. We provide these links merely as a convenience, and the inclusion of such links does not imply an endorsement. You should review any applicable terms and policies of such Third Party Sites, including without limitation the privacy policies, since their terms and policies, not ours, apply to your interactions with them. In addition, Suited will not and cannot censor or edit the content of any Third Party Site. You expressly relieve and release Suited from any and all liability arising from your use of any Third Party Site.
7. DISCLAIMER OF WARRANTIES
A. WARRANTY DISCLAIMER
YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. SUBJECT TO SECTION 7(C) BELOW AND TO THE FULLEST EXTENT PERMITTED BY LAW, SUITED INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (TOGETHER, THE “SUITED PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SUBJECT TO SECTION 7(C) BELOW AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE SUITED PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS AS TO (A) THE SERVICES; (B) ANY SUITED, USER, AND/OR THIRD PARTY CONTENT ON OR AVAILABLE THROUGH THE SERVICES; OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO SUITED INC. OR VIA THE SERVICES.
B. NO TECHNICAL WARRANTIES
SUBJECT TO SECTION 7(C) BELOW, THE SUITED PARTIES DO NOT REPRESENT OR WARRANT THAT (A) THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, (B) DEFECTS WILL BE CORRECTED, (C) THE SERVICES OR THE SERVER(S) THAT MAKES THE SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES, OR (D) THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE SERVICES IS ACCURATE, COMPLETE, OR USEFUL.
C. CERTAIN JURISDICTIONS
IF YOU ARE A CANDIDATE OR OTHER CONSUMER USING OUR SERVICES IN THE UNITED KINGDOM, YOU WILL BE ENTITLED TO CERTAIN RIGHTS UNDER APPLICABLE CONSUMER RIGHTS LAWS IN THE UNITED KINGDOM, INCLUDING WITHOUT LIMITATION UNDER THE CONSUMER RIGHTS ACT 2015 (THE “CONSUMER LAWS”). TO THE EXTENT THAT ANY OF THE PROVISIONS OF THIS SECTION 7 CONFLICT WITH ANY APPLICABLE CONSUMER LAWS, THE APPLICABLE PROVISIONS OF THIS SECTION 7 SHALL BE DELETED TO THE EXTENT NECESSARY TO COMPLY WITH ANY SUCH CONSUMER LAWS, BUT THAT SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REST OF THESE TERMS OF SERVICE.
THE SUITED PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE SUITED PARTIES SPECIFICALLY DISCLAIM ANY SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE DISCLAIMERS CONTAINED IN THIS SECTION 7 MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION'S LAW IS APPLICABLE TO YOU AND THESE TERMS OF SERVICE. BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.
8. LIMITATIONS ON LIABILITY
A. NO LIABILITY FOR LOSSES OR DAMAGES
THE TERMS OF THIS SECTION 8(A) DO NOT APPLY IF YOU ARE A CANDIDATE OR OTHER CONSUMER IN THE UNITED KINGDOM. PLEASE SEE SECTION 8(B) BELOW FOR SPECIFIC TERMS THAT APPLY TO YOU.
SUBJECT TO SECTION 8(C) BELOW, UNDER NO CIRCUMSTANCES WILL THE SUITED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DIRECTLY OR INDIRECTLY RELATED TO (A) THE SERVICES AND ITS OPERATION; (B) ANY SUITED, USER, OR THIRD PARTY CONTENT AVAILABLE ON THE SERVICES; (C) YOUR INABILITY TO ACCESS OR USE THE SERVICES; (D) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE SUITED PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY'S USE OF THE SERVICES; (E) ANY DAMAGE TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY; OR (F) LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, DEATH, PERSONAL INJURY, OR COMPUTER FAILURE OR MALFUNCTION. THE SUITED PARTIES SHALL NOT BE LIABLE FOR THE FOREGOING LOSSES OR DAMAGES (X) EVEN IF FORESEEABLE OR EVEN IF SUITED PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (Y) WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SERVICES).
B. uk consumer liability
IF YOU ARE A CANDIDATE OR OTHER CONSUMER IN THE UNITED KINGDOM, WE ARE RESPONSIBLE FOR ANY LOSSES YOU SUFFER CAUSED BY US BREACHING THESE TERMS OF SERVICE UNLESS THE LOSS IS: (I) UNEXPECTED, I.E. IT WAS NOT OBVIOUS THAT IT WOULD HAPPEN AND NOTHING YOU SAID TO US BEFORE YOU USED OUR SERVICES MEANT WE SHOULD HAVE EXPECTED IT (SO, IN THE LAW, THE LOSS WAS UNFORESEEABLE); (II) CAUSED BY A DELAYING EVENT OUTSIDE OUR CONTROL; (III) AVOIDABLE, I.E. SOMETHING YOU COULD HAVE AVOIDED BY TAKING REASONABLE ACTION OR FOLLOWING OUR REASONABLE INSTRUCTION; OR (IV) A BUSINESS LOSS, I.E. IT RELATES TO YOUR USE OF OUR SERVICES FOR THE PURPOSE OF YOUR TRADE, BUSINESS, CRAFT OR PROFESSION.
C. JURISDICTION REQUIREMENTS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATION OR EXCLUSIONS CONTAINED IN THIS SECTION 8 MAY NOT APPLY TO YOU.
IF YOU ARE A CANDIDATE OR OTHER CONSUMER USING OUR SERVICES IN THE UNITED KINGDOM, TO THE EXTENT THAT ANY OF THE PROVISIONS OF THIS SECTION 8 CONFLICT WITH ANY APPLICABLE CONSUMER LAWS, THE APPLICABLE PROVISIONS OF THIS SECTION 8 SHALL BE DELETED TO THE EXTENT NECESSARY TO COMPLY WITH ANY SUCH CONSUMER LAWS, BUT THAT SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF THE REST OF THESE TERMS OF SERVICE.
D. MONETARY LIMITATION
THE TERMS OF THIS SECTION 8(D) DO NOT APPLY IF YOU ARE A CANDIDATE OR OTHER CONSUMER IN THE UNITED KINGDOM. PLEASE SEE SECTION 8(B) ABOVE FOR SPECIFIC TERMS THAT APPLY TO YOU.
SUBJECT TO SECTION 8(C) ABOVE, IN NO EVENT WILL THE SUITED PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE EXCEED THE GREATER OF: (I) ONE HUNDRED UNITED STATES DOLLARS ($100.00), OR (II) THE AMOUNT YOU HAVE PAID SUITED IN THE PAST TWELVE MONTHS.
E. NO INJUNCTIONS
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF THE ACTS OR OMISSIONS OF THE SUITED PARTIES, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OF ANY KIND.
F. WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542
THIS SECTION 8(F) ONLY APPLIES TO YOU IF YOU ARE USING OUR SERVICES IN THE UNITED STATES.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "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".
G. ACTS OR OMISSIONS OF THIRD PARTIES; NO ENDORSEMENT
SUITED IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE THE SUITED PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. 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.
You agree to defend (at our request), indemnify and hold harmless Suited Inc. and its employees, directors, officers and agents (collectively, the "Suited Parties") from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities in relation to the Services or those conducted on your behalf): (i) your access to or use of the Service; (ii) your Candidate Content; (iii) your breach or alleged breach of these Terms of Service; (iv) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (v) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (vi) any misrepresentation made by you. You will cooperate as fully required by Suited in the defence of any claim. We reserve the right to assume the exclusive defence and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent. This defence and indemnification obligation will survive these Terms of Service and your use of the Services.
10. governing law AND JURISDICTION
A. UNITED STATES
If you are using the Services in the United States, the terms of this Section 10(A) will apply to you.
These Terms of Service will be governed by the laws of California, without regard to its conflict of laws principles. Subject to Section 11 below, the parties consent to the personal and exclusive jurisdiction of the state and federal courts in Los Angeles, California.
YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU 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.
B. UNITED KINGDOM
If you are using the Services in the United Kingdom, the terms of this Section 10(B) will apply to you.
If you are a Candidate or other consumer, please note that these Terms of Service, their subject matter and their formation, are governed by English law. You agree with us that the courts of England and Wales will have exclusive jurisdiction over any claims or disputes that arise in relation to the Services or these Terms of Service, except that if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
If you are a Company, these Terms of Service, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. You agree with us to the exclusive jurisdiction of the courts of England and Wales over any claims or disputes that arise in relation to the Services or these Terms of Service.
YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU 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.
11. US DISPUTE RESOLUTION
This Section 11 only applies to you if you are using our Services in the United States.
Mandatory, Bilateral Arbitration. Please read this carefully. It affects your rights. YOU AND SUITED INC. AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, OR RELATING TO, THIS AGREEMENT OR SUITED INC.'S SERVICES SHALL BE RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. This agreement to arbitrate is intended to be broadly interpreted, and expressly includes claims brought under any statute, regulation, or legal or equitable theory.
A. ARBITRATION RULES AND GOVERNING LAW
Notwithstanding your and Suited Inc.'s agreement that California law governs interpretation and application of these Terms of Service generally, you and Suited Inc. further hereby agree that the Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA"), applies to this agreement to arbitrate, and governs all questions of whether a dispute is subject to arbitration.
Unless you and Suited Inc. agree otherwise in writing, the arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), pursuant to 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"). The arbitrator must honor the terms and limitations in the agreement and can award damages and relief, including any attorneys' fees authorized by law. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SUITED INC. ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Notwithstanding JAMS Streamlined Rule 8(b), you and Suited Inc. agree that any dispute as to the arbitrability of a claim brought by either you or Suited Inc. shall be resolved by a court of competent jurisdiction.
THIS AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF THE PROCEDURES OR RULES OF JAMS WOULD. RATHER, YOU AND SUITED INC. ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS. FURTHER, AND UNLESS YOU AND SUITED INC. AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL PARTY'S CLAIMS WITH ANY OTHER PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING.
B. THE ARBITRATOR'S DECISION
The arbitrator will render an award in accordance with JAMS Streamlined Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Suited Inc. will not seek, and hereby waives all rights Suited Inc. may have under applicable law to recover, attorneys' fees and expenses if Suited Inc. prevails in arbitration, unless you assert a frivolous claim.
The arbitrator's decision and award is final and binding, with some exceptions under the FAA, and judgment on the award may be entered in any court with jurisdiction.
C. LOCATION & FEES
Unless you and Suited Inc. agree otherwise in writing, the arbitration will take place in-person in the county in which you reside.
If you initiate an arbitration for claims arising from this agreement, you will be required to pay $250 of the fee required to initiate the arbitration and Suited Inc. will pay any remaining JAMS Case Management Fees and all professional fees for the arbitrator's services; you will remain responsible for your respective costs relating to counsel, experts, witnesses, and travel to the arbitration.
If Suited Inc. initiates an arbitration for claims arising from this agreement, Suited Inc. will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator's services; you will remain responsible for your costs relating to counsel, experts, witnesses, and travel to the arbitration.
Notwithstanding the foregoing, either party may bring an individual action in a small claims court for disputes or claims within the scope of such court's jurisdiction. This agreement to arbitrate does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against Suited Inc. on your behalf.
Notwithstanding the provisions regarding modification of these Terms of Service, if Suited Inc. changes this "Mandatory, Bilateral Arbitration" section after the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service), you may reject any such change by providing Suited Inc. written notice of such rejection by mail or hand delivery to: 500 Molino Street #118, Los Angeles, CA 90013, or by email from the email address associated with your Account to: firstname.lastname@example.org within 30 days of the date such change became effective, as indicated in the "Last Updated" date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Mandatory, Bilateral Arbitration" section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Suited Inc. in accordance with the provisions of the Arbitration section as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
Suited welcomes your feedback. Please contact us at email@example.com with any questions or comments regarding these Terms of Service.
All notices of copyright infringement claims should be sent to Suited’s designated copyright agent. You can contact our copyright agent by sending an email with “Copyright Notice” in the subject line to firstname.lastname@example.org or by mail at Copyright Agent, c/o Suited Inc., 500 Molino Street #118, Los Angeles, CA 90013.