Terms of Use

www.upscored.com

Terms of Use

Last updated: 6/18/2016

Welcome! Managize, Inc. (“Managize,” “we,” “us,” or “our”) invites you to use our online platform (“UpScored”) which you can access through our website located at www.upscored.com (the “Site”). Please read these Terms of Use carefully.

We provide visitors to our site (“Visitors”) access to our Site subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By browsing the public areas or by accessing and using the Site, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the Site.

We provide Job Seekers (as defined below) access to UpScored subject to the following Terms of Use. These Terms of Use may be updated by us from time to time with or without notice to you. If we change any material terms of these Terms of Use, we will notify you at the email address registered to your account. Your continued use of UpScored after such notification will be deemed acceptance of the updated Terms of Use.

By signing up, accessing, and/or using UpScored, each Job Seeker (as defined below) represents and warrants that the Job Seeker is at least 18 years old or older and acknowledges that the Job Seeker has read, understood, and agrees to be legally bound by this Agreement. If the Job Seeker does not agree to any of these terms, then the Job Seeker is not permitted to use UpScored.

We provide Employers access to UpScored subject to our Employers Terms of Use.

THE SECTION BELOW TITLED “MISCELLANEOUS” CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.

Description of our Platform

UpScored provides an online service that allows individuals seeking employment opportunities (each, a “Job Seeker”) to view opportunities made available by companies seeking to hire such individuals (each, an “Employer”). Job Seekers can view opportunities that match their search criteria by matching the Job Seeker’s skills and background with top job openings and Job Seekers can also upload their resumes through UpScored. In order to use UpScored, each Job Seeker will also be asked to complete a career assessment questionnaire that includes questions, including, but not limited to, Job Seeker’s goals and expertise (the “Assessment Information”). You hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use your Assessment Information as reasonably necessary for us to provide you with UpScored. If you choose to submit applications for the job opportunities provided through UpScored, you may submit your applications independent of UpScored by following the application process described in the job opening. You may also select to receive email alerts for matching job opportunities by selecting this feature through your account settings.

Subject to the terms and conditions of these Terms of Use, you are granted a non-exclusive, non-transferable license to access and use UpScored. You will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of UpScored; or (ii) introduce into UpScored any virus, worm, “black door,” Trojan Horse, or similar harmful code. If you violate this section, we reserve the right in our sole discretion to immediately deny you access to UpScored, or any portion of thereof, without notice.

Registration

In order to access and use UpScored, you must register by creating a Job Seekers account. During the registration process, you will have to provide your email address and you will be asked to create a password for your account. You represent and warrant that all registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. You are responsible for the confidentiality of your user account. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason. We are under no obligation to accept any individual as a Job Seeker, and may accept or reject any registration in or sole and complete discretion.

Fees

UpScored is currently provided to you for free. However, we reserve the right to begin charging fees at any time upon notice to you.

Use of Personal Data

Your use of UpScored may involve the transmission to us of certain personally-identifiable information. Our policies with respect to the collection and use of such personally-identifiable information are governed according to our Privacy Policy (located at http://upscored.com/privacy), which is hereby incorporated by reference in its entirety.

Intellectual Property

  1. Managize Intellectual Property. We own and will continue to own all right, title, and interest in and to (i) the Site, and UpScored, including, without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to the Site and/or UpScored; (ii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all intellectual property rights therein; and (iii) any other content and materials available through the Site and/or UpScored and all intellectual property rights therein (collectively, the “Managize Intellectual Property”). Except as expressly permitted in these Terms of Use, you have no rights in or to any Managize Intellectual Property.

  2. Job Seeker Generated Content. You may post and/or create content through UpScored, including, without limitation, your resume, and job relevancy ratings (hereinafter, “Job Seeker Generated Content”). We cannot and do not review the Job Seeker Generated Content. That said, we may remove Job Seeker Generated Content that does not adhere to our Community Guidelines, or that is offensive or otherwise unacceptable to us in our sole discretion. As between Managize and you, you retain all copyrights and other intellectual property rights in and to the Job Seeker Generated Content. However, you hereby grant us an irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use your Job Seeker Generated Content as reasonably necessary for us to provide UpScored. You can only access your Job Seeker Generated Content through UpScored. We will share your Job Seeker Generated Content, including any personally identifying information, with Employers.

Community Guidelines

By accessing and/or using the Site and/or UpScored, you hereby agree that:

  • You will not use the Site and/or UpScored for any unlawful purpose;
  • You will not upload, post, e-mail, transmit, or otherwise make available any content that:
    • infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
    • is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
    • discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
  • You will not “stalk” or otherwise harass another user of the Site and/or UpScored or any other person;
  • You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; and
  • You will not interfere with or attempt to interrupt the proper operation of the Site and/or UpScored through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, or files related to the Site and/or UpScored through hacking, password or data mining, or any other means.

Unsolicited Information

By submitting any unsolicited information and materials, including comments, ideas, questions, designs, and other similar communications (collectively, “Unsolicited Information”) to us, you agree to be bound by the following terms and conditions. If you do not agree with these terms and conditions, you should not provide us with any Unsolicited Information. All Unsolicited Information will be considered NON-CONFIDENTIAL and NON-PROPRIETARY. We, or any of our affiliates, may use such communication or material for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast, and further posting. Further, we and our affiliates are free to use any ideas, concepts, know-how, or techniques contained in any communication or material you send to us for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products. By submitting any Unsolicited Information, you are granting us a perpetual, royalty-free and irrevocable right and license to use, reproduce, modify, adapt, publish, translate, distribute, transmit, publicly display, publicly perform, sublicense, create derivative works from, transfer and sell such Unsolicited Information and to use your name and other identifying information in connection with such Unsolicited Information.

Managize Disclaimers and Limitation of Liability

NONE OF MANAGIZE, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “MANAGIZE PARTIES”) ENDORSE ANY JOB SEEKER, EMPLOYER, ANY JOB SEEKER GENERATED CONTENT OR ANY CONTENT MADE AVAILABLE BY ANY EMPLOYER THROUGH UPSCORED. YOU ACKNOWLEDGE THAT UPSCORED MERELY ASSISTS JOB SEEKERS IN IDENTIFYING JOB OPPORTUNITIES THAT MEET THEIR REQUIREMENTS. NONE OF THE MANAGIZE PARTIES IS A PARTY TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN JOB SEEKERS AND EMPLOYERS.

THE SITE, UPSCORED AND ALL CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE SITE AND UPSCORED, IS PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) NONE OF THE MANAGIZE PARTIES SHALL BE LIABLE FOR INDIRECT, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SITE, OR UPSCORED, EVEN IF A MANAGIZE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SITE OR UPSCORED SHALL BE LIMITED TO THE MONIES YOU HAVE PAID US IN CONNECTION WITH YOUR USE OF UPSCORED DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

UPSCORED MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, PRICING, OR OTHER ERRORS LISTED ON OR OMITTED FROM UPSCORED. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SITE AND UPSCORED AT ANY TIME WITHOUT NOTICE.

External Sites

UpScored may contain links to third-party websites (“External Sites”), but we do not endorse and are not responsible for the maintenance or content of any linked External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

Indemnification

You agree to defend, indemnify, and hold the Managize Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Site and/or UpScored; (iii) your violation of any third-party right, including without limitation any intellectual property, or privacy right; (iv) your negligence or willful misconduct, or (v) any claims brought against any Managize Party by an Employer as a result of any of your acts or omissions.

Compliance with Applicable Laws

The Site and UpScored are based in the United States. We make no claims concerning whether the Site, UpScored or any content, functions or materials made available to you through the Site and UpScored may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site, UpScored or any content, functions or materials made available to you through the Site and/or UpScored from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

Term and Termination

  1. Term. These Terms of Use shall be effective upon your acceptance of it and shall continue until terminated as set forth herein (“Term”).

  1. Termination.

  1. If you are a Visitor, we reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Service and your access to all or any part of the Site, at any time and for any reason without prior notice or liability.

  2. If you are a Job Seeker, we may terminate these Terms of Use, without penalty or liability, at any time, for any or no reason, upon ten (10) days written notice to you. Notwithstanding the foregoing, we may terminate and/or suspend your registration or your use of UpScored immediately if you violate the terms and conditions of these Terms of Use.

  1. Effect of Termination. Upon termination of these Terms of Use: (i) all rights and licenses granted hereunder will immediately cease; and (ii) you will immediately cease all use and access of the Site and/or UpScored.

    Copyright Complaints

    If you believe the Site and/or UpScored contains any content that infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:

    • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
    • A description of the copyrighted work that you claim has been infringed;
    • A description of where the material that you claim is infringing is located on the Site and/or UpScored;
    • Your address, telephone number and email address;
    • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
    • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

    To contact our Copyright Agent by regular mail, please write to:

    Managize, Inc
    c/o Robert Britt
    P.O. Box 10
    Bronx, NY 10470

    To contact our Copyright Agent by email, please write to copyright@upscored.com, with COPYRIGHT NOTICE in the subject line.

    Miscellaneous

    This section, and the sections entitled Intellectual Property, Indemnification, Managize Disclaimers and Limitation of Liability, and Effect of Termination shall survive the termination of this Agreement. You may not assign this Agreement. No waiver shall be effective unless in writing. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. In the event of a dispute arising under or relating to this Agreement (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Managize from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Managize’s proprietary interests.

    You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

    This Agreement contain the entire agreement of the parties concerning its subject matter, and supersede all existing agreements and all other oral, written or other communication between the parties concerning the subject matter.