TERMS OF SERVICE
By registering for an account on OfficerList.com and all affiliated websites, including mobile websites and applications (collectively, the “Site”), owned and operated by OfficerList Inc., and our Affiliates (“OfficerList”) or by accepting these terms of service when prompted on the Site, you (“User”) are deemed to have executed this terms of service document (the “Agreement”) electronically, effective on the date User registers its Account, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). User’s Account registration constitutes an acknowledgement that User is able to electronically receive, download, and print this Agreement, and any amendments.
2. KEEPING YOUR EMAIL ADDRESS CURRENT WITH US
In order to ensure that the Site is able to provide records and notices to User electronically, User agrees to notify the Site immediately of any change in User’s email address by updating User’s account contact information on the Site or by contacting Site.
3.1 To use any Site Services, User must register for an account (“Account”) on the Site. To register for an Account, User must be, and hereby represent that User is, an individual, or an authorized individual of a legal entity who can bind any such entity or an individual 18 years or older who can form legally binding contracts. When User registers for an Account, or uses this Site or the Site Services, User must agree to the terms of this Agreement. By registering for an Account, by using the Site or Site Services or by signing to accept the Agreement when prompted on the Site, User agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described anywhere on the Site; (b) be financially responsible for User’s use of the Site and the purchase and/or delivery and performance of Officer Services; and (c) perform User’s obligations as specified by any Service Contract that User accepts, unless such obligations are prohibited by applicable law or this Agreement. Site reserves the right, in its sole and absolute discretion, to refuse, suspend, or revoke User’s access to the Site and Site Services upon discovery that any information you provided on any form or posted on the Site is not true, accurate, or complete, or such information or other conduct otherwise violates this Agreement, or for any other reason or no reason in OfficerList’s sole discretion.
3.2 ACCOUNT REGISTRATION. User agrees to provide true, accurate, and complete information on all registration and other forms User accesses on the Site or provides to Site, and to update User’s information to maintain its truthfulness, accuracy, and completeness. User must not provide false or misleading information about User’s location. User must not provide false or misleading information about User’s business, User’s event, or any other fact or item relating to the procurement of Officer Services.
3.3 IDENTITY VERIFICATION.
3.3.1 If User is an Officer, when such User registers for an Account and from time to time thereafter, such User’s account will be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm User’s identity. User authorizes OfficerList and its Affiliates, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address, physical address and nature of business, subject to applicable law.
3.3.2 If User is a Client, such User specifically acknowledges and agrees that notwithstanding any verification efforts undertaken by OfficerList or its Affiliates, User is entirely responsible for its own verification and validation of Officer’s posted information. For the avoidance of doubt, nothing herein shall require OfficerList or its Affiliates to perform background checks of any kind (however characterized) on Officers, including Officer offering Officer Services through the Site.
3.4 USERNAMES AND PASSWORDS
When User registers for an Account, User will be asked to choose a username and password for such Account. User is entirely responsible for safeguarding and maintaining the confidentiality of User’s Account username and password. User agrees to notify the Site immediately if User suspects or becomes aware of any unauthorized use of User’s account or any unauthorized access to User’s password.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is an online marketplace where Clients and Officers can independently contract for Officer Services. If a Client and Officer agree on terms for Officer Services, any Service Contract that may result is formed directly between such Client and Officer. For the avoidance of doubt, OfficerList and its Affiliates are not, and shall not be deemed parties to any such contract.
5. RELATIONSHIP WITH OFFICERLIST
OfficerList is not a party to any agreement (however characterized) or communication between Clients and Officers, including posts, proposals, screening selection, contracting, and performance of any Officer Services. OfficerList does not recommend Officers to Clients or assist Officers in finding Engagements. OfficerList makes the Site and the Site Services available solely to enable Officers to independently identify and determine the suitability of Clients and enable Clients to independently identify and determine the suitability of Officers. OfficerList does not, in any way, supervise, direct, or control Officer or Officer’s work or the nature of Officer Services offered or performed. OfficerList does not set Officer’s work hours, work schedules, or location of work, nor is OfficerList involved in determining if the Officers’ fees will be set at an hourly or fixed rate with respect to any Officer Services. OfficerList will not and does not provide Officer with training or any equipment, labor, or materials needed for a particular Service Contract or Officer Services generally. OfficerList does not provide the premises at which the Officer will perform Officer Services. OfficerList makes no representations about, and does not guarantee the quality, safety, or legality of, the Officer Services; the truth or accuracy of Officer’s listings on the Site; the qualifications, background, or identities of any User; the ability of Officers to deliver, perform or satisfactorily perform Officer Services; the ability of Clients to pay for Officer Services; or that a Client or Officer can or will actually complete any contract for Officer Services. Accordingly, OfficerList does not deduct any amount for, or generally account for, any withholding, unemployment, social security, or other taxes for Client or Officer, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any jurisdiction with respect to Client’s payment to officer pursuant to a Service Contract, or other related payments. OfficerList is not required to and is under no obligation to verify any feedback or information given to us by Officers or Clients.
User hereby acknowledges and agrees that OfficerList may provide information on the Site about an Officer or Client, such as feedback, composite feedback, including a strength or risk score, geographical location, or verification of identity or credentials. However, such information is based solely on data that Officers or Clients voluntarily submit to OfficerList and does not constitute and will not be construed as an introduction, endorsement, or recommendation by OfficerList. OfficerList provides such information solely for the convenience of Users and OfficerList is not required to, and is under no obligation verify such information.
6. OFFICERLIST’S ROLE
You expressly acknowledge, agree, and understand that: (a) the Site is a venue where Users may participate as either a Client or an Officer; (b) OfficerList is not a party to any Service Contracts between Clients and Officers; (c) Officers are not employees of OfficerList, and OfficerList does not, in any way, supervise, direct, or control the Officer or Officer Services; (d) OfficerList will not have any liability or obligation under or related to Service Contracts or any acts or omissions by you or other Users; (e) OfficerList has no control over Officers or the Officer Services offered or rendered by Officers; and (f) OfficerList makes no representations as to the reliability, capability, or qualifications of any Officer or the quality, security, or legality of any Officer Services, and OfficerList disclaims any and all liability relating thereto.
6.2 LINKS AND APPLICATIONS
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by third parties that are not affiliated in any way whatsoever with OfficerList. User’s access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. User acknowledges and agrees that OfficerList is not responsible or liable for, and hereby disclaims any and all liability relating to: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. The inclusion of any link or application on the Site does not imply that OfficerList endorses the linked site or application. User’s use of the links and third-party websites are at User’s own risk and User agrees that its use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose whatsoever.
6.3 MOBILE AND OTHER DEVICES
When using OfficerList’s mobile application(s), please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. OfficerList’s mobile applications may not contain the same functionality available on the Site.
7. CONFIDENTIAL INFORMATION.
To the extent any Client or Officer provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the procurement and performance of Officer Services; and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the procurement and performance of Officer Services.
8. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. OFFICERLIST MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, OFFICER SERVICES, ENFORCEABILITY OF SERVICE CONTRACTS, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OFFICERLIST DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. LIMITATION OF LIABILITY
OfficerList, its licensors, and third party service providers are not liable, and User agrees not to hold OfficerList responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
• User’s use of or User’s inability to use our Site or Site Services;
• delays or disruptions in the Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, the Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in the Site or Site Services;
• damage to User’s hardware device from the use of the Site or Site Services;
• the content, actions, or inactions of third parties’ use of the Site or Site Services;
• a suspension or other action taken with respect to User’s account;
• User’s reliance on the quality, accuracy, or reliability of job postings, Officer profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; and
• User’s need to modify practices, content, or behavior or User’s loss of or inability to do business, as a result of changes to this Agreement.
ADDITIONALLY, IN NO EVENT WILL OFFICERLIST, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS OPPORTUNITIES.
In addition to the foregoing recognition that OfficerList is not a party to any contract between Client and Officer, as referenced in Section 5 (Relationship with OfficerList), User hereby releases OfficerList Inc., our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Officer Services and requests for refunds based upon disputes.
User will indemnify, defend, and hold harmless OfficerList Inc., our Affiliates, and our respective directors, officers, employees, representatives, and agents (each, an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by User or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by User, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by User or User’s agents, including, but not limited to, the classification of an Officer as an independent contractor; the classification of OfficerList as an employer or joint employer of Officer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with this Agreement by User or User’s agents; (d) failure to comply with applicable law by User or User’s agents; (e) negligence, willful misconduct, or fraud by User or User’s agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by User or User’s agents.
12. AGREEMENT TERM AND TERMINATION
12.1 This Agreement, as amended from time to time, will become effective on User’s first visit to the Site and will remain in effect for the duration of User’s use of the Site or Site Services. In the event User does not abide by the terms and conditions set forth herein, User’s right to use the Site is automatically revoked, and User’s Account will be closed; however, (a) if User has any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement until all such Engagements have been completed; (b) OfficerList will continue to perform those Site Services necessary to complete any open Engagement or related transaction between such User and any other another User; and (c) User will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to OfficerList for any Site Services and to any Officers for any Officer Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release User and any other User with whom you have entered into a Service Contract, or OfficerList from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Those portions of this Agreement necessary to implement the foregoing survive termination of this Agreement for any reason.
Without limiting OfficerList’s other rights or remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke User’s access to the Site and refuse to provide any or all Site Services to USer if: (i) User breaches the letter or spirit of any terms and conditions of this Agreement or other parts of the Agreement; (ii) we suspect or become aware that you have provided false or misleading information to OfficerList; or (iii) OfficerList believes, in our sole discretion, that User’s actions may result in legal liability for User, other Users, or OfficerList or our Affiliates, licensors, or third party service providers; may be contrary to the interests of the Site or the User community; or may involve illicit activity. If User’s Account is suspended or closed, User may not use the Site under the same Account or a different Account or reregister under a new Account without OfficerList’s prior written consent. If User’s Account is closed for any reason, User will no longer have access to data, messages, files, and other material you keep on the Site. If practicable or required by law, OfficerList will retain this information along with all User’s previous posts and proposals for a time period in compliance with applicable law. However, User understand that any closure of User’s Account may involve deletion of any content stored in User’s Account for which OfficerList will have no liability whatsoever.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with OfficerList.
“Client” means any User utilizing the Site to seek and/or obtain Officer Services.
“Confidential Information” means any information provided to, or created by, a User, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form that a reasonable person would deem confidential in nature. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of the disclosing party; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by the non-disclosing party prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Engagement” means an executory Service Contract.
“Officer” means any User utilizing the Site to provide Officer Services.
“Officer Services” means all services performed for or delivered to Clients by Officers.
“Service Contract” means, the contract between a Client and an Officer governing the Officer Services to be performed.
“Site Services” means all services provided by the Site, including but not limited hosting and maintaining the Site, facilitating the execution and performance of Service Contracts, and coordinating disputes related to those Service Contracts and Officer Services.
14. CONTACTING US
If you have questions or need assistance, please contact Customer Support at [email protected]