<DIV>ERSITY TERMS OF USE

Last updated May 17, 2018.

We are <div>ersity PBC, a Colorado Public Benefit Corporation (“<div>ersity,” “we,” or “us”). Please read these Terms of Use (these “Terms”) carefully, we know that sounds boring, but these Terms govern your use and engagement with our website at <hirediversity.us> (or our affiliated sites, together the “Site”), as either an employer or individual that leaves a review or simply visits the Site to learn information. By visiting and using our Site, you agree to these Terms as a binding agreement between you and <div>ersity. If you do not accept these Terms or do not meet or comply with their provisions, you may not use the Site.

We may amend these Terms in our sole discretion any time by posting an updated version to the Site. Amended Terms become binding on you upon the date posted on the Site. You should visit this page periodically to review the most current Terms. Your continued use of the Site after the posting of amended Terms constitutes acceptance of such Terms.

Thank you for reading.

  1. ThE SITE AND SERVICES

1.1           Function of the Site and Services. Our Site is a venue for the public (including employees and former employees) to learn about, review, and evaluate featured companies’, organizations’, or other employers’ (“Employers”) commitment to, and actual practices, regarding diversity, inclusiveness, and other hiring or company policies, attributes, initiatives, metrics, or characteristics that we choose to feature on the Site. All of these features of the Site, together with other services made available through the Site from time the time (such as job postings) are referred to as the “Services.”

1.2           Employer Information. The information and material on Employers, including job listings, employment opportunities, diversity initiatives, profiles, or other featured content made available on the Site and through the Services is provided directly by Employers (the “Employer Information”). We make no representations about Employer Information on Site or made available through the Services. We are not responsible for the content of Employer Information or the conduct of any of the third parties that you may choose to contact as result of using the Services. Employer Information and other User Content (defined below) are subject to our Community Standards (see below) and we reserve the right to remove Employer Information or other User Content in our sole discretion. However, we do not assume any obligation to do so, and disclaims any liability for failing to take any such action.

We are not involved in, and do not control, the actual transaction between you and other users of the Site, including Employers. Therefore, we are not responsible for Employer Information, the quality, safety, or legality of the employment opportunities or resumes posted, the truth or accuracy of Employer Information. You assume all risks associated with dealing with other users and Employers with whom you come into contact through the Site and use of the Services.

  1. USER ACCOUNTS AND Community standards

2.1           User Account. In order to access all the Services, as an Employer or reviewer, you may be required to register an account (an “Account”) by following the instructions on the Site and providing certain personal information, including but not limited to a valid email address. You acknowledge and agree that you have no ownership rights in your Account. <div>ersity reserves the right to terminate your Account at any time, with or without notice. You are responsible for backing up all User Content in your Account, as <div>ersity will not be liable for any loss or inability to access the User Content after termination of your Account. You are responsible for maintaining the confidentiality of your Account and any applicable passwords. You may not share your password or other Account access information with any other party. You shall be responsible for all uses of your Account, including reviews or comments made through your Account, whether or not authorized by you. You agree to immediately notify us of any unauthorized use of your Account. You understand and acknowledge that if you cancel your Account or your Account is terminated, all of your Account information will be marked as deleted and may be permanently deleted from the Site’s databases.

2.2           Permitted Use of the Site and Services. You may only use the Site for lawful purposes within the stated context of the intended use of the Site and Services. We hereby grant you a limited, terminable, non-exclusive, non-transferable, non-sublicensable, and non-commercial right to access and use the Site and Services, subject to these Terms, including the Community Standards in Section 2.3 below.

2.3           Community Standards. Through your use of the Site and Services, you agree to not perform acts that would harm the Site, other users, or violate any applicable laws or regulations, including but not limited to the following (these as well as other rules or policies we adopt and post on the Site, our “Community Standards”):

(a)   interfering with or disrupting the use and enjoyment of the Site or Services by other users;

(b)   transmitting, posting, or submitting content or information in violation of any applicable law or regulation, including but not limited to laws or regulations governing the collection, processing, or transfer of personal information;

(c)    interfering with or damaging our Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

(d)   using any type of automated means to utilize or access the Site, including any type of “scraping” in order to obtain content from the Site, such as through the use of spiders, robots, or other similar methods or programs (excluding standard search engine indexing);

(e)   reverse engineering any portion of the Site or otherwise attempting to discover or re-create any source code;

(f)     transmitting, posting, or submitting any content or information that promotes or endorses false or misleading information or illegal activities (including copyright infringement);

(g)    using the Services in connection with the distribution of unsolicited commercial email (“spam”) or advertisements;

(h)   soliciting passwords or personally identifiable information from other users, or otherwise attempting to extract profile information or contact information from profiles, whether to list such information on third-party sites or for any other purpose;

(i)     harassing, inciting harassment, or advocating harassment of any group, company, or individual; or

(j)     transmitting, posting, or submitting any content or information (including a Posting) that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, or that constitutes harassment to any person or includes any links to pornographic, indecent, or sexually explicit material of any kind.

This list is non-exhaustive, and we reserve the right to determine whether a prohibited violation of our Community Standards has occurred in our sole discretion.

  1. Additional Terms Applicable to Employers

3.1           License Granted to Employers. <div>ersity hereby grants you a limited, terminable, non-exclusive right to access and use the Site and Services only for your internal business use, including seeking candidates for employment and displaying information about your diversity practices and initiatives or other featured company information.

3.2           Ability to Make Postings. At our discretion, we may allow Employers to make job listings and other employment opportunities on the Site (“Postings”). As an Employer that chooses to make a Posting, you agree to pay the associated fee for the Posting as provided in any agreement we reach, including any insertion order, fee schedule or other written confirmation of the terms of such Posting (an “Insertion Order”). Any such Insertion Order is hereby incorporated into these Terms. Unless otherwise provided in the Insertion Order, payment is due on a monthly basis in advance. All late payments will incur a late fee of 1.5% per month (or the maximum amount permitted by law, if less). Upon request, we will remove the Postings submitted by an Employer in a timely fashion. We reserve the right to reject a Posting for any reason, including non-payment or violation of the Community Standards. Your remedy for our removal of a Posting is a refund of any applicable fee, pro-rated for any portion of remaining time per the terms of the applicable Insertion Order. We make no representation or warranty that any Posting will return any number of applicants or that any desired outcome of the Employer will be achieved.

3.2           Restrictions on Postings. As an Employer, you are solely responsible for your Postings and ensuring they comply with these Terms. In addition to the Community Standards, a Posting may not contain:

(a)   employment opportunities that violate any local laws or regulations;

(b)   links to third-party websites (other than to directly facilitate completion of the employment application);

(c)    the names, logos, or trademarks of unaffiliated companies other than that of the employer;

(d)   the names of colleges, cities, states, towns, or countries that are unrelated to the Postings;

(e)   more than one employment opportunity or employment opportunity description, more than one location, or more than one employment opportunity category;

(f)     inaccurate, false, or misleading information;

(g)    material or links to material that exploits people in a sexual, violent, or other manner, or solicits personal information from anyone under the age of 18;

(h)   franchise, pyramid scheme, “club membership,” distributorship, multi-level marketing opportunity, or sales representative agency arrangement;

(i)     advertisements for sexual services or of a sexual nature; or

(j)     employment opportunities which require applicants to provide their (1) racial or ethnic origin, (2) political beliefs, (3) philosophical or religious beliefs, (4) sexual orientation or gender identity, (5) the commission of criminal offenses or proceedings, or (5) age.

  1. User Content and Postings

4.1           Grant of Rights to Use Content. By submitting, posting, or displaying any material or information on the Site or through Services, including (a) for Employers, Employer Information and Postings, and (b) for users and reviewers, any user or personal information, the content of any review or comment, demographic information, or other material or content you choose to provide (all such material or information “User Content”), you grant the Site a worldwide, perpetual, non-exclusive, royalty-free, transferable, sub-licensable license to use, reproduce, adapt, distribute, exploit in any manner, and publish such User Content through the Site in order to provide the Services and for our internal business purposes. See our Privacy Policy on the ways that your User Content may be used and shared. You represent and warrant that you have the right to grant or that the holder of such rights has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant, the licenses stated above.

4.2           User Responsibility. User Content must comply with our Community Standards. User Content is the sole responsibility of the originating user. We claim no ownership or responsibility for any User Content, except as under our rights to manage the Site and provide the Services. You or a third-party licensor, as appropriate, retain all patent, trademark, and copyright rights to any User Content you submit, post, or display on or through the Site, and you are responsible for protecting these rights. We will not be liable for the deletion, loss, or unauthorized modification of any User Content.

4.3           Reservation of Rights. We reserve the right to review and remove any User Content from the Site that, in its sole discretion, violates our Community Standards, these Terms, or that we otherwise choose not to permit on the Site. We reserve the right to terminate your further access to the Site for violating these Terms or applicable laws, rules, or regulations. We reserve the right to take any action it deems necessary or appropriate in its sole discretion if we believe that such User Content could create liability for the Site, damage the Site’s public image, or cause the Site to lose users or (in whole or in part) the services of its ISPs or other suppliers.

  1. Intellectual Property Rights and Violations

5.1           <div>ersity’s Rights. Our Site and the information and content on the Site (including any trade or service marks, information, graphics, layout, designs, photographs, and text) and all associated intellectual property rights underlying such information and content is owed by <div>ersity, except for third-party materials linked to through the Site or any User Content (our “Materials”). No person is authorized to use, copy, or distribute any portion our Material, without our express permission.

The trademarks and service marks of any third parties, such as Employers, found on the Site are owned by the respective parties and are used under license and/or in accordance with applicable law.

Using the Site or Services does not give you ownership of any intellectual property rights in the Site, Services, or any underlying content. Except in the context of accessing the Site and using the Services in accordance with these Terms of Use, you may not use content or materials from the Site unless you obtain permission from <div>ersity or the appropriate owner in the case of third-party content or materials.

The Site claims the following intellectual property rights: (a) Materials (as defined above) are protected under copyright, trademark, and other laws; (b) all such Materials are the property of the Site or its licensors; (c) the compilation (the collection, arrangement, and assembly) of all content on the Site is the exclusive property of the Site and is protected by copyright, trademark, and other laws; (d) unauthorized use of the Materials may violate copyright, trademark, and other laws, and is strictly prohibited; (e) you must preserve all copyright, trademark, service mark, or other proprietary notices contained in original Materials.

5.2           Reporting of Possible Violation of Terms. If you believe that something on the Site violates these Terms (including the Community Standards), please contact <div>ersity at: info@hirediversity.us. If notified of any content or materials which allegedly do not conform to these Terms, we may in our sole discretion investigate the allegation and determine whether to remove or request the removal of the content. The Site has no liability or responsibility to users for performance or non-performance of such activities.

5.3           Copyright Infringement Notification Policy.

<div>ersity respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement by any content or material on the Site, please provide the following information in writing to <div>ersity’s copyright agent (see 17 U.S.C. Section 512(c)(3) for further detail):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright.
  2. A description of the copyrighted work that you claim has been infringed.
  3. A description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit <div>ersity to locate the material.
  4. Information so that <div>ersity can contact you, such as address, telephone number and e-mail address.
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed.

If you believe that any content or materials you posted, uploaded or submitted to the Site, that were subsequently removed from the Site, or to which access was disabled, were improperly removed or disabled, please provide the following Counter-Notification to <div>ersity’s copyright agent (see 17 U.S.C. Section 512(g) for further detail):

  1. Your physical or electronic signature.
  2. A description of the materials that have been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  4. Your name, address and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept services of process from the person who provided notification of the alleged infringement.

<div>ersity’s copyright agent can be reached as follows:

copyright@hirediversity.us

107 Genesee Ct, Boulder, CO 80303

Only DMCA notices should be sent to the copyright agent. For other comments or questions regarding the Site, please contact <div>ersity at: info@hirediversity.us.

  1. Disclaimer of Warranties

THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. <DIV>ERSITY DOES NOT, AND HEREBY EXPRESSLY DISCLAIMS, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE’S CONTENT, THE SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS. <DIV>ERSITY DOES NOT WARRANT THAT THE SITE OR SERVICES WILL OPERATE ERROR-FREE OR THAT IT IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS, OR THAT ANY EMPLOYER INFORMATION OR USER CONTENT IS ACCURATE OR TRUTHFUL.

  1. Limitation of Liability

IN NO EVENT WILL <DIV>ERSITY (OR ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR SERVICES OR, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE SITE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  1. Links to Other Websites

The Site contains links to third-party websites, including the Postings. These links are provided solely as a convenience to you, and are not an endorsement by us of the contents of such third-party websites. We are not responsible for the content of linked third-party websites and do not make any representations regarding the content and accuracy of materials on such third-party websites. If you decide to access linked third-party websites, you do so at your own risk.

  1. Indemnity

You agree to defend, indemnify, and hold harmless <div>ersity, its affiliates, and its respective officers, directors, employees, and agents, from and against any claims, actions, or demands, including without limitations reasonable legal and accounting fees, alleging or resulting from (a) any Postings, or other User Content or material you submit to the Site, (b) your use of the Site and Services, or (c) your breach of these Terms.

  1. General Terms

10.1        Governing Law and Forum. The laws of the State of Colorado excluding its conflicts of law rules, govern this Agreement and your use of the Site. Your use of the Site may also be subject to other local, state, national, or international laws. Jurisdiction for any claims arising under this Agreement shall lie exclusively with the State or federal courts within Boulder County, Colorado. You expressly agree to waive any right to a trial by jury and to any objection to the exclusive jurisdiction provision on the basis on inconvenient forum or other legal theory.

10.2        Required Age. To access or use <div>ersity, (1) you must be 16 years of age or older and, if under 18 or the age of majority in your jurisdiction, your use of <div>ersity must be under the supervision of a parent or guardian or other responsible adult and (2) you, or (where applicable) the adult supervising your use of <div>ersity, must have the power and authority to enter into these Terms. Except as set forth above, or as otherwise approved by us, <div>ersity is for your personal, non-commercial use unless you enter into a separate agreement with us for your commercial use.

10.3        Entire Agreement. These Terms constitute the entire agreement between you and <div>ersity with respect to the use of the Site and Services. If any of these Terms are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such term or otherwise affect the Site’s ability to enforce such provision at any point in the future.