1. DIGITAL SIGNATURE
By registering for an account on OfficerList.com (an “Account”), all affiliated websites, including mobile websites and applications, owned and operated by us, our predecessors or successor in interest or our Affiliates (collectively, “the Site”) or by signing to accept the Terms of Service when prompted on the Site, you (“you” or “User”) are deemed to have executed this User Agreement (“Agreement”) electronically, effective on the date you register your 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.). Your Account registration constitutes an acknowledgement that you are 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 we are able to provide records and notices to you electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting Customer Support.
3. ACCOUNT ELIGIBILITY
3.1 To useany Site Services, you must register for an Account. To register for an Account, you must be, and hereby represent that you are, an authorized individual of a legal entity who can bind any such entity and an individual 18 years or older who can form legally binding contracts. When you register for an Account, or use this Site or the Site Services, you 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 Terms of Service when prompted on the Site, you agree to: (a) abide by this Agreement and the processes, procedures, and guidelines described on the Site; (b) be financially responsible for your use of the Site and the purchase and/or delivery andperformance of Officer Services; and (c) perform your obligations as specified by any Service Contract that you accept, unless such obligations are prohibited by applicable law or this Agreement.OfficerList reserves the right, in our sole discretion, to refuse, suspend, or revoke your 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 the OfficerList’s sole discretion.
3.2 ACCOUNT REGISTRATION
You agree to provide true, accurate, and complete information on all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You must not provide false or misleading information about your location. You must not provide false or misleading information about your business, your event, or any other fact or item relating to Officer Services.You must not ask or allow another person to create an Account on your behalf, for your use, or for your benefit.
3.3 IDENTITY VERIFICATION
When you register for an Account and from time to time thereafter, your 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 your identity. You authorize OfficerList, 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. You must provide us with information about you and your business and/or event promptly upon request.
3.4 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the Account.You are entirely responsible for safeguarding and maintaining the confidentiality of your Account username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password or the password of any User of your Account.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a marketplace where Clients and Officers can contract for Officer Services online.If a Client and Officer agree on terms for Officer Services, a Service Contract is formed directly between such Client and Officer provided the terms of such Service contract does not contravene (i) this Agreement, (ii) applicable law, or any other terms and conditions which the Site may impose from time to time.
5. RELATIONSHIP WITH OFFICERLIST
OfficerList is not a party to any agreement (however so characterized) or communication between Client and Officer, including posts, proposals, screening selection, contracting, and performance of Officer Services. OfficerList does not recommend Officers to Clients or assistOfficers find Engagements. OfficerList makes the Site Services available solely to enable Officers to identify and determine the suitability of Clients and enable Clients to 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. 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 for a Service Contract. OfficerList will not provide Officer with training or any equipment, labor, or materials needed for a particular Service Contract. 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 Users; the ability of Officers to deliver, perform or satisfactorily perform the Officer Services; the ability of Clients to pay for Officer Services; or that a Client or Officer can or will actually complete contract for Officer Services. OfficerList does not deduct any amount for 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, nor does OfficerList perform background checks on Officers or Clients.
You hereby acknowledge and agree that OfficerList may provide information on the Site about anOfficer 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
6.1 SERVICE CONTRACTS
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 are not affiliated in any way whatsoever with OfficerList or the Site. Your 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. You acknowledge and agree 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 we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your 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.
6.3 MOBILE AND OTHER DEVICES
When using our mobile application(s), please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
7. CONFIDENTIAL INFORMATION.
To the extent a 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 performance of Officer Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Officer); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Officer Services.
If and when Confidential Information is no longer needed for the performance of the Officer Services for a Services Contract or at Client’s or Officer’s written request (which may be made at any time at Client’s or Officer’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
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. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
OfficerList and its Affiliates, licensors, and third party service providers are not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
• your use of or your inability to use our Site or Site Services;
• delays or disruptions in our Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
• damage to your 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 your account;
• your 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
• your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL OFFICERLIST, OUR AFFILIATES, 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 theforegoing recognition that OfficerList is not a party to any contract between Client and Officer, as referenced in Section 5 (Relationship with OfficerList),you hereby release OfficerList, 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 provided to Client by anOfficer and requests for refunds based upon disputes.
You will indemnify, defend, and hold harmless OfficerList, 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 you or a third party or other User against an Indemnified Party relating to: (a) use of the Site and the Site Services by you, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your 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 you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your 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 you or your agents.
12. AGREEMENT TERM AND TERMINATION
12.1 This Agreement, as amended from time to time, will become effective on your first visit to the Site and will remain in effect for the duration of your use of the Site or Site Services. In the event you terminate this Agreement by not abiding by the terms and conditions set forth herein, your right to use the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open Engagements when you terminate this Agreement, you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (b) OfficerList will continue to perform those Site Services necessary to complete any open Engagement or related transaction between you and another User; and (c) you 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 you, any 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 the Terms of Service 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 your access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may result in legal liability for you, our 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 your Account is suspended or closed, you 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 your Account is closed for any reason, you 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 your previous posts and proposals for atime period in compliance with applicable law. However, you understand that any closure of your Account may involve deletion of any content stored in your 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 authorized User utilizing the Site to seek and/or obtain Officer Services from another User.
“Confidential Information” means Client Deliverables, Officer Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract or to perform or assist in performing Officer Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. 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 engagement for Officer Services that anOfficer provides to a Client under a Service Contract on the Site.
“Officer” means any authorized User utilizing the Site to provide Services to Clients.
“Officer Services” means all services performed for or delivered to Clients by Officers that are permissible under any applicable terms.
“Payment Method” means a valid credit card issued by a bank acceptable to OfficerList, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as OfficerList may accept from time to time in our sole discretion.
“Service Contract” means, as applicable, the contract between a Client and an Officer governing the Officer Services to be performed by an Officer for Client for an Engagement; the contractual provisions between Officer and the Staffing Provider for the provision of services to Client, if any.
“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 “Substantial Change” means a change to the terms of this Agreement that reduces your rights or increases your responsibilities.
14. CONTACTING US
If you have questions or need assistance, please contact Customer Support at firstname.lastname@example.org