Terms & Risks
CONTENT OWNERSHIP, RESPONSIBILITY AND REMOVAL
This Section discusses the parties’ rights with respect to the use, access and control of content, data and information made available on or through the Site and the Services.
Definitions. For purposes of the Terms: (i) “Content” means text, graphics, images, music, software, audio, video, data, works of authorship of any kind, and information or other materials that are posted, generated, provided, transmitted or otherwise made available through the Services; and (ii) “User Content” means any Content that you or any User of your Account provides to be made available through the Services, including, without limitation, any profile information, the content of your communications or postings on the Services, and any other information that you provide to us or another User in connection with the Service.
Our Content Ownership. We do not claim any ownership rights in any User Content and nothing in the Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, and as between the parties, we exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. You acknowledge and agree that Make Your Ask does not inquire into the backgrounds of its Users or attempt to verify the Content provided by its Users (although it reserves the right to conduct any background check or other screening at any time using available public sources).
Rights in User Content Granted by You. By making any User Content available through the Services you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, worldwide, royalty-free license, with the right to sublicense through multiple tiers, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, improving, promoting and providing the Services and Content to you and to other Users.
Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, rights of publicity or privacy, moral rights, or result in the violation of any applicable law, rule or regulation.
Removal of User Content. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make, your profile information or messages you send) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Right to Control Content. Make Your Ask may, but is not required to, monitor, edit, remove or in any other manner control the Content posted via the Site and Services. Our non-exercise of this right does not give you any right to make a claim against a Make Your Ask Party. Any Content that has been uploaded through the Services may be deleted or modified at any time without notice to you.
This Section describes the various restrictions and obligations that you must comply with in order to access and use the Site and the Services.
Our goal is to provide the Site and the Services as a platform for Candidates and Employers to connect, communicate and positively develop employment relationships. In order to help us in achieving this goal, you agree that:
- You have the right, authority, and capacity to enter into the Terms on your own behalf and on behalf of any entity for whom you are acting;
- You are at least 16 years old, and that if you are less than 18 years old, your parent or legal guardian has agreed to stand behind any agreement you enter into as a participant on Make Your Ask;
- Your use of the Site or Services is not prohibited based on your residence, jurisdiction of organization, citizenship or location from which you are accessing the Site and Services;
- You shall be solely responsible for maintaining the confidentiality of your login information including your User ID and password;
- Prior to acting for any third party in respect of the Site or Services (including any entity, employer or recruiting agency), you will disclose all such third parties to us;
- You will promptly update your registration information (including your e-mail address and other contact information) and all Content you provide so that it remains correct and complete;
- You will conduct yourself in a professional and honest manner in all your interactions with Make Your Ask, the Site and Services, and with any other User, including refraining from defaming, disparaging, threatening, harassing, or intimidating anyone or using misleading, profane, offensive, obscene, or otherwise objectionable content or language;
- To the extent that Make Your Ask is determined, for any reason, not to be the licensee of any User Content you have shared through the Site including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”), you hereby (a) ratify and consent to any action that may be taken by Make Your Ask to obtain licenses with respect to such Moral Rights and agree not to assert any Moral Rights with respect thereto, and (b) agree that you will confirm any such ratifications, consents and agreements from time to time as requested by Make Your Ask;
- Your User Content will be viewable by other Users and Make Your Ask shall not be responsible for any republishing of the same through third party services and websites (whether in accordance with the Terms or in breach thereof such as by a third party that hacks into our Site or scrapes Content);
- You will not post any inaccurate, misleading or deceitful User Content and any jobs that you list through the Services will be accurately described with respect to the nature, location and compensation being offered;
- You are not relying on Make Your Ask to, and you understand that we do not, review, confirm, monitor, endorse, support, represent, guarantee or have any knowledge of the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Site or Services;
- By using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate, incomplete or otherwise inappropriate, and that you have no claim against Make Your Ask, its affiliates and their employees and other representatives for any such material;
- The Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against Make Your Ask for the placement of advertising or similar Content on the Services or in connection with the display of any Content or other information from the Services;
- You will communicate with Candidates and Employers through the Services solely for the purpose of recruitment and hiring with respect to jobs, roles and opportunities posted on the Services, and you will not solicit or advertise to any other User through the Services for any other purpose, including, but not limited to, investment opportunities, training programs, incubators or anything else unrelated to the jobs, roles and opportunities posted on the Services;
- If you are an Employer, your hiring and/or application process does not contain atypical requirements (as determined in our discretion), including but not limited to, application fees, investment in your Company, unpaid trial periods, or applying on another platform or website; and
- You will comply with all applicable laws, rules and regulations in using the Site and the Services, as well as in engaging in any contractual relationship resulting therefrom.
You agree that you will not:
- use a name, email address or other identifying information that has the effect of hiding your own affiliation or identity or use a name, e-mail address or other identifying information that belongs to another person;
- use a User ID, password or other login information that is subject to any rights of another person without appropriate authorization;
- create an account or use the Site or Services if you have been previously removed by Make Your Ask, or if you have been previously banned from the Site or Services;
- copy, disclose or distribute Content except as expressly permitted by the Terms (including through the use of automated or non-automated harvesting, collection or “scraping”) or otherwise use the Site or Services for competitive purposes;
- use any Content, or other information acquired from the Site or through your use of the Services for commercial activity or in a manner that directly or indirectly competes with Make Your Ask, the Site or the Services;
- use any automated system (including a spider, robot, or offline reader) to access the Site or Services in a manner that takes more bandwidth or produces greater load on Make Your Ask’s network or servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except Make Your Ask grants public search engines revocable permission to copy materials from the publicly available searchable indices of the materials, excluding any caches or archives of such materials);
- behave inappropriately towards any User of the Site or Services, or use the Site or Services to behave inappropriately towards any other third party (including by stalking, hacking, phishing, harassing, spamming, bullying, insulting, or otherwise harming anyone);
- post any User Content that is fraudulent, false, misleading, defamatory, slanderous, libelous, obscene, threatening, unlawful, infringing, inflammatory, or in violation of agreements or policies you are subject to, and any jobs that you list through the Services will be accurately described with respect to the nature, location and compensation being offered;
- interfere with, disrupt, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site or Services or related networks;
- destroy, manipulate, remove, disable, redact, modify, distort or harm any Content provided by another User or any functionality or feature of the Site or Services (including by de-indexing or de-caching our Site);
- upload worms, Trojan-horses, viruses, malware, invalid data or other software agents through the Site and/or Services;
- market competing services to Users you have identified through Make Your Ask, the Site or Services;
- rent, lease, resell, sublicense, distribute, or otherwise transfer access to any of the Services, or use any of the Services for service bureau or time-sharing purposes or in any other way allow third parties to exploit any of the Services;
- claim any right to access, view or alter any source code or object code supporting Make Your Ask; and
- encourage or enable any other person or entity to do any of the foregoing.
RELEASE AND INDEMNITY
This Section describes your agreement to release us and our related parties from certain claims related to the Content, the Site and the Services, as well as pay us for any costs or losses we incur that are related to your use of the Site and the Services, your breach of the Terms or your other harmful conduct.
Release. You hereby irrevocably release any claims you may have against Make Your Ask, its affiliates, and the directors, officers, managers, partners, employees, members, owners, shareholders, agents and representatives of the foregoing (the “Make Your Ask Parties”) that are related to:
- the Site, the Services or your use of Content, including any representations, recommendations or referrals you may receive or make as a result of your registration with Make Your Ask;
- misstatements, inaccuracies, misrepresentations, incompleteness or omissions in Content, and your reliance on the quality, accuracy or reliability of any job postings, profile information, recommendations and metrics used on or available through the Site or the Services;
- contractual obligations or any other obligations that may arise, including by statute or operation of law, through communications made by Users (including any employment or contractual relationship between a Candidate and an Employer, which relationships you expressly acknowledge that Make Your Ask shall not be considered a party to and shall not be considered a joint employer therein);
- violations of the Terms, including through other Users posting Content that is fraudulent, false, misleading, defamatory, slanderous, libelous, profane, obscene, invasive, threatening, harassing, bullying, intimidating, unlawful, infringing, inflammatory, or in violation of agreements or policies the User is subject to;
- any use by a third party of Content obtained from the Site or Services, including any misappropriation, infringement, or other unlawful activity that a third party may undertake after obtaining Content in contravention of the Terms or applicable laws, rules or regulations; and
- your inability to use or access the Site the Services or any Content, including, without limitation, as a result of (i) any suspension or termination of your Account; (ii) viruses, malicious code, bugs, glitches or errors in the Site or the Services; or (iii) delays, outages or disruptions that affect the Site or the Services.
You are solely responsible for your use of the Site, Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other Users and third parties. Without limiting the generality of the foregoing, Employers and Candidates assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Employers and Candidates acknowledge that Make Your Ask does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Make Your Ask does not set work hours, location of any work pursuant to any contractor relationships. Make Your Ask will not provide either party with training or any equipment, labor or materials needed, or supervision of a Candidate for any engagement. Make Your Ask will not set the rate or method of contractor payment, process contractor invoices, nor will it provide benefits or deduct any amount for withholding, unemployment, Social Security, or other taxes. Employers and Candidates will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, with respect to any engagement resulting from their use of the Site or the Services.
You acknowledge and agree that Make Your Ask is not a party to the relationship or any dealings between Users of the Services or the Site, including, without limitation any relationship or dealings between Employers and Candidates. Without limiting the foregoing, you acknowledge that Users are solely responsible for (i) verifying and ensuring the accuracy, completeness and legality of any Content; (ii) determining the suitability of any Candidate for any job or opportunity posted through the Services (including, by way of interviews, vetting, references, background checks and other similar actions); (iii) assessing the reputation, stability and outlook of any Employer, or the quality, benefits and drawbacks of any job posted by an Employer through the Services; or (iv) negotiating and executing any applicable employments offers, letters or agreements between Users;
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.
Indemnity. You agree to defend, indemnify and hold harmless each of the Make Your Ask Parties from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (“Losses”) arising from: (a) your or your Permissioned Users’ use of the Site or Services or use of the Site or Services by a third party using your or your Permissioned Users’ login information; (b) your or your Permissioned Users’ violation of the Terms or any applicable law, rule or regulation, or such a violation made by a third party using your or your Permissioned Users’ login information; (c) your or your Permissioned Users’ violation of any third party’s right (including by defamation, fraud, or infringement of intellectual property rights such as copyright, logo, trademark, service mark, trade name, property or privacy right) or any such violation caused by a third party using your or your Permissioned Users’ login information; (d) any amounts awarded against or required to be paid by any Make Your Ask Party in connection with any dispute between or involving you and another User, including, without limitation, disputes arising from an employment, contractual or similar relationship between a Make Your Ask Party and you or another User based on communications you or your Permissioned User (or a third party using your or your Permissioned Users’ login information) made through the Site or Services; (e) any Content you or your Permissioned User (or a third party using your or your Permissioned Users’ login information) shared with other Users through the Site or Services; and (f) your and your Permissioned Users’ negligence, willful misconduct or fraud. You shall pay all reasonable attorneys’ fees, court costs, settlements, disbursements and other defense costs in connection with the Losses arising under this paragraph. Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the any Make Your Ask Parties. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Site and Services. You agree that the provisions in this paragraph will survive any termination of your Account(s), the Site or the Services.