1. Scope. These Terms of Service (the "TOS") shall apply to Customer's use of services, including without limitation, Passport and RecruiterSuite, provided by TheLadders.com, Inc. ("TheLadders"), through its website located at http://recruit.theladders.com/, including without limitation, packaged professional services, all linked pages, content, products and offline components ("Service" or "Services") identified in one or more ordering documents signed by Customer and TheLadders ("Order"). These Terms of Service and all Orders (collectively referred to as the "Agreement") represent the parties' entire understanding regarding the Services and shall control over any different or additional terms contained within any other document. In the event of a conflict between these Terms and Conditions and an Order, the terms of the Order shall control. All capitalized terms not defined herein shall have the meanings attributed in the Order. TheLadders' Services enable employers and professional recruiters to post jobs, search for, identify and reach out to job seekers ("Member" or "Members") in the employment market for professional positions.
2. Agreement. Please read the following terms and conditions of the TOS carefully. This TOS and Customer Order comprise the Agreement. By accessing and using the Services, Customer agrees to be bound by the terms and conditions contained herein and Customer shall be responsible for ensuring that all Users under this Agreement are aware of and abide by the Agreement. TheLadders reserves the right to make changes to the Website and to this TOS. If we make a material modification to this TOS, we will notify you through the display of a prominent update notice on the Website sign-in page for thirty (30) days as well as on your Account Settings page.
After notice of a modification to the TOS has been posted for 30 days, the notice will be removed and a brief description of the modification and the date that it went into effect will be placed in the respective Historical Modifications section at the end of this TOS. If you have not visited the Site for more than 30 days, you should check the historical modifications to the TOS prior to any further use of the Site. If you choose to continue using the Website and the Services, you agree that by doing so you will be deemed to accept the new TOS.
3. Term. This Agreement is effective on the date that the Order is executed, or if Services are purchased directly through the Website, on the date the Order is electronically submitted (the "Effective Date") and shall remain in effect through the expiration of the latest duration set forth in the Order. Services purchased pursuant to an Order are non-cancelable and may be renewed only upon mutual agreement in writing.
4. Certain Definitions. The words "You" or "User" or "Customer" or "Client" as used herein refers to the entity identified on the Subscription Order as Customer or Client, its employees, agents and representatives accessing or using TheLadders for any reason. The term "Customer Content" as used herein shall mean any information that Customer or any of Customer's Users submit, publish or display on TheLadders or on any other subdomain of TheLadders.com. TheLadders.com, Recruit.TheLadders.com and all other such subdomains of TheLadders.com are collectively and individually referred to herein as the "Website."
5. Use of the Services.
(a) Only one individual may access the Services using the same email and password, unless TheLadders agrees otherwise. If Customer is purchasing Services pursuant to an Order, Customer agrees to pay TheLadders a fee for each User in an amount and under the terms set forth on the Order. All Services are provided on a user basis and accounts may be tracked for compliance. If it is determined that unapproved Users other than those provided to TheLadders are using Services, then TheLadders' at its sole discretion may terminate the account upon notice to the User's email address on record or, in the event such Services are pursuant to an Order, bill Customer at the then prevailing price for users.
(b) Customer agrees to use the Services in accordance with the Acceptable Use Policy set forth herein. Customer understands and agrees that the rights granted herein may be used only for the purpose of seeking qualified candidates for available jobs openings. Acceptable communication with Members is restricted to contacting them about currently available jobs that Customer is attempting to fill. The Website may not be used to mine information from Members or collect their resumes for unspecified potential future positions. Customer may not send any communication to Members seeking to solicit any professional services (e.g., executive coaching), nor post any jobs on the Website or send out job alerts for any competitor of TheLadders or post or otherwise distribute jobs or other content that contains links to any site competitive with TheLadders. Customer is prohibited from using the Database to contact Members with regard to any home-based business opportunities, fee-based business opportunities or franchise opportunities.
(c) Job Postings. Customer may post jobs on the Website pursuant to the terms and conditions set forth herein and any guidelines available on the Website. Each Customer may post up to three hundred (300) jobs per week. Customer has one year from the date of purchase to post job(s) and all posted jobs will remain on the Website for eight (8) weeks or until sooner removed by Customer or by TheLadders in accordance with Section 6 below. In the event of such early removal, there shall be no credit issued for unused time or unused posts. All jobs posted on the Website must be for full-time positions with a base salary. TheLadders will not accept any financial advisor/consulting multi-level marketing positions, or commission-only, bonus-only or equity-only positions. Additionally, TheLadders will not accept any contract jobs for which the duration is likely to be less than one year. All jobs are subject to approval by TheLadders. Job posting features may be modified by TheLadders at any time.
(i) TheLadders grants to Customer a limited, nontransferable, nonexclusive, worldwide right to permit those individuals authorized by Customer or on Customer's behalf, and who are Customer's employees, agents or contractors, to access and use the Services subject to the terms of the Agreement. Customer shall notify TheLadders of all authorized users that will be accessing the Website and the TheLadders Resume database (the "Database"). The rights granted herein shall last for the subscription period set forth on the Order. Unless otherwise set forth in the Order, Customer may view an unlimited number of resumes but is only permitted to download 100 resumes per day or such other amount as may be set by TheLadders at its sole discretion. TheLadders shall have the right to review and to approve all user profiles submitted for a Subscription to validate that all users are valid recruiters or authorized by the Customer. Search features may be modified by TheLadders at any time.
(e) FitFinder. If Customer purchased TheLadders' FitFinder, TheLadders shall assign a Talent Specialist to assist Customer with sourcing candidates for selected job posts of Customer. FitFinder is not a placement service and TheLadders makes no representations or warranties with regard to the Member resumes identified and presented to Customer. TheLadders identifies and refers Member resumes to Customer without regard to any Member's race, color, religion, sex, national origin, age, disability, veteran status or other protected characteristic.
(f) Enhanced Features & Additional Services.
(i) Customer may purchase Services that provide access to certain enhanced features. Such enhanced features may include, without limitation, confidential and multi-location postings, a Company Profile page ("Company Profile"), usage reports, multi-user account management, batch feeds and features to aid in OFCCP compliance. Any such enhanced features are subject to the terms and conditions of the TOS and may be modified by TheLadders from time to time.
(ii) From time to time, TheLadders may make available to Customer certain additional services on a trial or temporary basis or Customer may receive access to certain new features not listed herein as they become available. Customer agrees that any such additional services or features are subject to this TOS, including without limitation, the Acceptable Use Policy, and may be modified at TheLadders' discretion from time to time. If applicable, any charges for such additional services or features will be mutually agreed to by Customer and TheLadders and will appear on the Order.
(g) Promotional Programs. From time to time, TheLadders may run promotional or loyalty programs that provide Users with the opportunity to acquire promotional gifts or earn awards. Users are solely responsible for complying with any conflict of interest policy of the User's employer relating to such promotional awards programs and for any tax consequences related to participation in such programs.
6. Payment. Fees for any Services purchased pursuant to an Order or directly through the Website ("Fees"), along with any applicable taxes, are due either immediately in full by credit card or, pursuant to the payment terms set forth in the Order after delivery of TheLadders' invoice without deduction or setoff. Customer shall be responsible for all applicable local sales tax, use tax, duties, GST, import fees or other applicable government taxes. If the Fees are not paid when due, TheLadders, at its discretion, may assess a finance charge of 1% per month or the maximum rate permitted by law, whichever is less, and any collection charges it incurs on any unpaid Fees. In addition, failure to pay Fees when due may result in the suspension or termination of the Customer's Services by TheLadders and Customer may be charged a fee for reactivation. If Customer requests credit, then Customer acknowledges and agrees that TheLadders may obtain information regarding Customer from trade and bank references, external credit reporting sources, consumer credit agencies and other credit sources as may be reasonably necessary.
7. Termination of Services. Services will begin on the access date set forth in the Order or if such services are purchased directly through the Website, within one (1) to three (3) business days of the date the Order is electronically submitted to TheLadders (the "Access Date") and will end upon the expiration of the latest duration set forth in the Order. If Customer or any of Customer's listed Users breach any provision of this Agreement, including without limitation, violation of the AUP or if Customer or any of its listed Users uses the Service in any way TheLadders deems improper, including (without limitation) by selling a product or service; offering consulting opportunities of less than one (1) year; spamming the Database, soliciting referrals, posting unqualified opportunities, or soliciting candidates to join a job board which competes with TheLadders, then TheLadders, without prejudice to any other remedies available under any applicable law, may terminate, without liability this Agreement and access to any Services, including Customer's account membership, access to the Database and/or immediately remove any job postings posted by Customer on the Website.
8. Unauthorized Use & Access. Unauthorized use or access of the Website and TheLadders' systems including but not limited to unauthorized entry into any of TheLadders' systems, misuse of passwords or of any information posted to the Website, and any other use not in accordance with TheLadders' AUP is strictly prohibited.
9. Disclaimer of Warranties. ALL OF THE INFORMATION AND MATERIALS CONTAINED ON THE WEBSITE, INCLUDING TEXT, GRAPHICS, INFORMATION, LINKS OR OTHER ITEMS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THELADDERS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THE WEBSITE OR ANY OF THE SERVICES OR INFORMATION PROVIDED THEREIN, INCLUDING WITHOUT LIMITATION, THE THELADDERS SERVICE, IN TERMS OF ITS AVAILABILITY, ACCURACY, ADEQUACY, CORRECTNESS, PRECISION, TIMELINESS, COMPLETENESS, THOROUGHNESS, RELIABILITY OR OTHERWISE.
THELADDERS EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION AND MATERIALS CONTAINED THEREIN, AND ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE WEBSITE EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE THE RESULT OF THELADDERS' GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE WEBSITE.
NO WARRANTY OF ANY KIND, WHETHER IMPLIED, EXPRESSED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FREEDOM FROM DEFECT, COMPUTER VIRUS OR OTHER ERROR IS GIVEN IN CONJUNCTION WITH ANY OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED BY THELADDERS. WE MAKE NO WARRANTY THAT THE WEBSITE OR THE SERVICES THEREON WILL MEET USERS' REQUIREMENTS.
10. Limitation Of Liability. The Website acts as a venue for employers/recruiters to post jobs, search for and connect with candidates, and for candidates to post resumes, search for jobs and connect with employers/recruiters. TheLadders is not involved in the actual transaction between employers/recruiters and candidates. As a result, TheLadders has no control over Member or Customer Content, quality, safety or legality of jobs or resumes posted, and makes no representations about any jobs, resumes or Member or Customer Content. TheLadders shall not be responsible for any employment decisions, for whatever reason, made by any entity posting jobs or seeking jobs on or through the Website. Customer acknowledges and agrees that it is solely responsible for the accuracy, form and substance of any Customer Content that is posted on the Website.
Except as expressly provided in these Terms, in no event shall TheLadders, its directors, officers, employees, agents, suppliers, licensors or any third parties appearing on the Website be liable for any damages whatsoever, including without limitation, any direct or indirect, special, incidental, or consequential damages, damages for lost profits, lost business, loss of revenue or loss of use, and any other losses or expenses arising out of or related to this Website, any information received from this Website, any email distributed to any User or Member from the Website or any linked website or use thereof or inability to use by any party, or in connection with any failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, whether such damages arise in contract, negligence, tort, under statute, in equity, at law or otherwise, and even if TheLadders, or representatives thereof, are advised of the possibility of such damages, losses or expenses. In no event shall TheLadders, its directors, officers, employees, agents, suppliers, licensors or any third parties appearing on the Website be liable for or in connection with any information or content posted, transmitted, exchanged or received by or on behalf of any User or other person or entity on or through the Website.
THELADDERS' MAXIMUM TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE AND ANY INFORMATION OR SERVICES PROVIDED THEREIN, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL IN NO EVENT EXCEED THE TOTAL AMOUNT CUSTOMER HAS PAID TO THELADDERS UNDER THIS AGREEMENT.
11. Indemnification. Customer agrees to defend, indemnify and hold harmless TheLadders, its parents, subsidiaries, affiliates and their respective officers, employees and agents from any claim or demand including reasonable attorneys' fees and costs, made by any third party arising out of or related to i) Customer's use of the Website and any Content contained therein, ii) Customer's Content or any information or material that Customer posts to or transmits through the Website, iii) Customer's violation of this Agreement, or iv) infringement by Customer or other user using Customer's computer or account, of any intellectual property or any other right of any person or entity. TheLadders shall provide notice to Customer promptly of any such claim, suit or proceeding. TheLadders reserves the right and shall have the option, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with TheLadders' defense of such claim.
TheLadders agrees to defend, indemnify and hold harmless Customer, its parents, subsidiaries, affiliates, officers and employees from any claim or demand including reasonable attorney's fees and costs made by any third-party arising out of our related to TheLadders' infringement of the intellectual property rights of any person or entity. Customer shall provide notice to TheLadders promptly of any such claim, suit or proceeding.
12. Intellectual Property.
A. TheLadders' Materials. Customer acknowledges and agrees that as between Customer and TheLadders, TheLadders owns, and shall continue to own, all proprietary right, title and interest (including, but not limited to, copyright, trade secret and patent) in and to the Website and owns or has otherwise acquired the rights to all content provided by TheLadders on the Website, including without limitation, site design, text, graphics and interfaces ("TheLadders Materials"). Any use of TheLadders Materials including reproduction, modification, distribution, or replication, any form of data extraction or data mining or other commercial exploitation of any kind without prior written permission of an authorized officer of TheLadders is strictly prohibited. Customer agrees that it will not use any bot, spider, or other automatic device or manual process to access, monitor or copy our website, TheLadders Materials or any third-party content available on the Website.
B. Customer Content. By posting Customer Content to any public area of the Website, including without limitation, message boards, profiles, forums, contests and chat rooms, Customer acknowledges that it has the right to furnish and/or license such content and except as provided herein, Customer automatically grants to TheLadders and its affiliates a limited royalty-free, non-exclusive, non-transferable right and worldwide license to use, copy, reproduce, publish and distribute Customer Content solely in connection with and as necessary to effectuate the Services. Customer further grants to TheLadders the right to edit Customer Content solely to ensure that it is consistent with TheLadders' style, format and presentation policy and agree that TheLadders shall not be required to notify you before making such edits. You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. The Content you submit, post, or display will be able to be viewed by other users of the Services. You should only provide Content that you are comfortable sharing with others under these Terms.
C. TheLadders' Trademarks. The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Website or on content available through the Website are registered and unregistered Trademarks of ours and others and may not be used in violation of applicable rights. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the written permission of the applicable rights holder. Customer may not make any public announcements, press releases, advertising, marketing, promotional or other materials (whether in print, electronically or otherwise) that display or use any name, mark, logo or brand of TheLadders.
D. Customer Marks. Customer grants to TheLadders a limited, non-exclusive, royalty-free revocable license to use Customer's logo (a graphical image file of Customer corporate trademark and/or logo that is provided by Customer to TheLadders) and associated trademarks ("Customer Marks") for the purpose of displaying Customer's Marks on the TheLadders website in juxtaposition with or in relation to content posted by Customer and for the purpose of including on TheLadders' customer list on the Website or in TheLadders' marketing materials. TheLadders acknowledges that it has no right, title or interest in the Marks other than the limited, non-assignable, non-transferable rights to use the Marks as contemplated hereby.
13. Refunds. Fees paid for Services are non-refundable and non-cancelable.
14. Acceptable Use Policy ("AUP").
(A) User Identification. As part of our security procedures, Users will be assigned or asked to create a user identification and password. Users must treat such information as confidential, and shall not disclose it to any third party. Customer is responsible for any activities associated with its account. TheLadders reserves the right to disable any user identification or password, whether chosen by Customer or allocated by us, at any time if TheLadders' determines that Customer has failed to comply with any of the provisions of this Agreement.
(B) Unauthorized Use. TheLadders allows authorized users to view and access a single copy of the content available on or from the Website solely for the User's own use. Only one individual may access the Website using the same email or password, unless TheLadders agrees otherwise. Unauthorized use of the Website and TheLadders' systems including but not limited to unauthorized entry into any of TheLadders systems, misuse of passwords, or misuse of any information posted to the Website is strictly prohibited. TheLadders reserves the right, in Our sole discretion, to immediately revoke a User or Customer account and/or seek all other legal remedies available for scraping jobs, copying copyrighted text, or otherwise mis-using or mis-appropriating site content, including but not limited to, use on a "mirrored", competitive, or third party site. The use of automated programming on the Website, including but not limited to the use of a script or bot to search for or download resumes or to communicate with Members, is contrary to the nature of Our services and not permitted.
(C) Use of Website Content. The contents of the Website such as text, graphics, images, logos, button icons, software and other content (collectively the "Website Content") are protected under both United States and foreign copyright, trademark and other laws. All such content is the property of TheLadders or its content suppliers or clients. The compilation (meaning the collection, arrangement and assembly) of all content on the Website is the exclusive property of TheLadders and is protected by United States and foreign copyright, trademark, and other laws. Unauthorized use of the Website Content may violate these laws, and is strictly prohibited. Customer must retain all copyright, trademark, service mark and other proprietary notices contained in the original Website Content on any authorized copy they make of such content. Customer may not sell or modify the Website Content or reproduce, display, publicly perform, distribute, or otherwise use the Website Content in any way for any public or commercial purpose, in connection with products or services that are not those of TheLadders, or in any other manner that is likely to cause confusion among consumers, that disparages or discredits TheLadders or its licensors, that dilutes the strength of TheLadders or its licensor's property, or that otherwise infringes TheLadders' or its licensor's intellectual property rights. Customer may not in any other way misuse the Website Content. The use of the Website Content on any other website or in a networked computer environment for any purpose is prohibited. Any code that TheLadders creates to generate or display any Website Content or the pages making up the Website is also protected by TheLadders' copyright and Customer may not copy or adapt such code.
(D) Website Restrictions. The job posting, resume database ("TheLadders' Resume Database") and other features of the Website may be used only for lawful purposes by individuals seeking employees. Customer may not use the Website in order to transmit, post, distribute, store or destroy material, including without limitation, the Website Content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.
(E) Prohibited Uses. Customer must not misuse the Website by knowingly introducing viruses, trojans, worms, malware, logic bombs, bots or other material which is or may be malicious or technologically harmful. Customer must not attempt to gain unauthorized access to the Website, the server on which the Website is stored or any server, computer or database connected to the Website.
Customer is prohibited from violating or attempting to violate the security of the Website, including without limitation, the following activities:
- accessing data not intended for Customer or logging into a server or account that Customer is not authorized to access;
- sharing your username and password with individuals not authorized to access the data;
- attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- attempting to interfere with service to any user or customer, host or network, including, without limitation, via means of submitting a virus to the Website, overloading, "flooding", "spamming", "mailbombing" or "crashing"; or
- forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil and/or criminal liability. TheLadders will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users or customers who are involved in such violations.
TheLadders also specifically prohibits the following:
- Posting jobs or content on the Website that contain hyperlinks, "hidden" keywords or keywords that are irrelevant to the job or are otherwise misleading;
- Using TheLadders' Resume Database for any purpose other than as an employer seeking employees, including but not limited to using the information in the TheLadders' Resume Database to sell or promote any products or services;
- Posting or submitting to the Website any incomplete, false or inaccurate biographical information or information which is not owned or licensed by the poster;
- Posting on the Website any consulting opportunities of less than one (1) year, soliciting referrals, posting unqualified opportunities, or soliciting candidates to join a job board that competes with TheLadders;
- Posting on the Website any franchise, pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity that requires an upfront or periodic payment, pays commissions only, or requires recruitment of other members, sub-distributors or sub-agents;
- Sending unsolicited mail or e-mail, or other communications, making unsolicited phone calls, sending unsolicited faxes, or sending other communications through the Website regarding promotions and/or advertising of products or services to other customers or Members;
- Deleting or revising any material posted by any other User, Member or other entity;
- Taking any action that imposes an unreasonable or disproportionately large load on the Website's infrastructure;
- Notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine and search agents available from the Website and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari);
- Deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website; or
- Aggregating, copying or duplicating in any manner all or part of the Website Content or information available from the Website, without express written consent from TheLadders.
(F) Customer Content and Submissions. Users are solely responsible for all User account information, employer account information or job postings, Profile, Customer Content including, without limitation works in any form, media, or technology whether now known or later developed, messages, audio, video, photos, text, images, compilations or other information that Customer posts on the Website or any text or other information that you transmit to other customers or Members. Customer agrees that in submitting Customer Content or otherwise using the Website that Customer will not impersonate any person, or submit any material, content or other information to the Website that is false, inaccurate, misleading, unlawful, or that is otherwise in violation of Customer obligations under these Terms.
The following is a partial list, for illustration purposes, of Customer Content that is prohibited on the Website. Customer may not post content that:
- Is implicitly or explicitly offensive, such as content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual;
- Harasses, incites harassment or advocates harassment of any group or individual;
- Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing or "spamming;"
- Involves, promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
- Involves, promotes or endorses an illegal or unauthorized copy of another person's copyrighted work, such as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacturer-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files;
- Contains restricted or password only access pages, or hidden pages or images;
- Displays or links to pornographic, indecent or sexually explicit material of any kind;
- Provides or links to material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits personal information from anyone under 18; or
- Solicits passwords or personal identifying information from other Users or Members.
16. No Assignment Or Unauthorized Commercial Use. Customer agrees that it shall not resell or assign its rights or obligations under this Agreement without prior written consent from TheLadders. Such consent shall not be required in connection with a merger or acquisition of all or substantially all of the assets of the assigning company, but the assigning company shall notify the other party in writing of such assignment. Customer also agrees not to make any unauthorized commercial use of the Website.
17. Availability Outside The U.S. TheLadders makes no claims that the Website may be lawfully viewed or accessed outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If Customer accesses the Website from outside of the United States, Customer does so at its own risk and is responsible for compliance with the laws of such foreign jurisdiction. Customer recognizes that the Website is hosted in the United States and agrees that any personal information provided as part of Customer's use of the Services may be exported to and processed in the United States and will be protected and used pursuant to the laws of the United States.
18. Governing Law. The Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this Agreement shall lie exclusively with the state or federal courts within New York State.
19. Severability; Waiver. If any provision of this Agreement is 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 this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, TheLadders' failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect TheLadders' ability to enforce such term at any point in the future.
20. Entire Agreement. Except as expressly provided herein, this TOS, along with the AUP and your Subscription Order, constitute the entire agreement between Customer and TheLadders with respect to the use of and access to the Services. No changes to this TOS shall be made except as expressly provided herein.
|1/25/2013||Expanded language added to Section 12(d) and addition of 5(g) governing promotional programs.|
|10/12/2012||No material changes; clarification language added in Section 3.|
|9/20/2011||Change to salary requirements for job postings.|
|4/14/2011||Addition of FitFinder & Additional Services language to Section 4.|
|4/14/2011||Limitation on posting in Section 4.|
|4/14/2011||Changes to tax language in Section 5.|
|4/14/2011||Exception added to Disclaimer in Section 8.|