SOURCE DIRECTION TERMS OF SERVICE

The terms of service (the “Terms”) apply to your access and use of the online career and job location service (the “Service”) provided by Source Direction, Inc. (“Source Direction”, “we”, “our” or “us”), The Terms do not alter in any way the terms or conditions of any other agreement you may have with Source Direction for the Service (or any part thereof).

We reserve the right to change or modify any of the terms and conditions contained in the Terms or any policy or guideline of the Service, at any time and in our sole discretion. Any changes or modifications will be effective immediately upon the posting of such revisions on our website located at http://www.SDRecruit.com (the “Site”), and you waive any right you may have to receive specific notice of such changes or modifications.

Your continued use of the Service (or any portion thereof) following the posting of changes or modifications will confirm your acceptance of such changes or modifications on the Site. If you do not agree with all of the terms and conditions of the amended Terms, you must stop using the Service.

Registration Data and the service

For Candidates:

The personal data, job or career information, video and other content that you provide to Source Direction when you use the Service is referred in the Terms as “Candidate Data”.

Source Direction is a cloud service that provides the users with the convenience of storing, accessing and sharing their resume and job experiences from any device or location with potential employers. When you post your Candidate Data, you authorize Source Directions to share with any employers that may be looking for someone with your credentials and experience.

For Recruiters:

The recruiter data, recruiting company information, job descriptions, video and other content that you provide to Source Direction when you use the Service is referred in the Terms as “Recruiter Data”.

Source Direction is a cloud service that provides the recruiters with the convenience of matching, accessing, collaborating and sharing their recruiter information, job descriptions and hiring manager information from any device or location with potential employers. When you post your Recruiter Data, you authorize Source Directions to share with any candidates or employers that may be looking for jobs or looking to fill job positions.

For Hiring Managers:

The hiring manager data, Hiring company information, job descriptions, video and other content that you provide to Source Direction when you use the Service is referred in the Terms as “Hiring Manager Data”.

Source Direction is a cloud service that provides the hiring managers with the convenience of matching, accessing, collaborating and sharing feedback to recruiters and candidates, job descriptions and hiring manager information from any device or location with potential candidates and recruiters. When you post your Hiring Manager Data, you authorize Source Directions to share with any candidates or recruiters that may be looking for jobs or looking to fill job positions.

Privacy policy

Please refer to our Privacy Policy for information on how we collect, use and disclose personally identifiable information from our users.

Registration data

For Candidates, you agree to: (i) provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms made available via the Service (“Candidate Registration Data”); (ii) maintain and promptly update your professional experiences and current employer, and any other information you provide to Source Direction, in order to keep it accurate, current and complete; and (iii) accept all risk of unauthorized access to the Registration Data and any other information you provide to Source Direction.

For Recruiters, you agree to: (i) provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms made available via the Service (“Recruiter Registration Data”); (ii) maintain and promptly update your contact information, videos and current company data, and any other information you provide to Source Direction, in order to keep it accurate, current and complete; and (iii) accept all risk of unauthorized access to the Registration Data and any other information you provide to Source Direction.

For Hiring Managers, you agree to: (i) provide accurate, current and complete information about you as may be prompted by any signup, login and/or registration forms made available via the Service (“Hiring Manager Registration Data”); (ii) maintain and promptly update your contact information, videos and current company data, and any other information you provide to Source Direction, in order to keep it accurate, current and complete; and (iii) accept all risk of unauthorized access to the Registration Data and any other information you provide to Source Direction.

Grants and restrictions

Subject to the terms and conditions of the terms, Source Direction grants to you a non-exclusive, non-transferable and revocable right to access and use the Service.

Unless expressly set forth in the Terms, you will not, and will not allow any third party to: (i) disclose to any third party any performance information or analysis relating to the Service; (ii) use any data mining, robots or similar data gathering or extraction methods with respect to the Site or the Service; (iii) download (other than the page caching) any portion of the Site (including, but not limited to, any materials contained in the Site); and (iii) use of the Site, the materials contained in the Site or the Service other than for its intended purpose.

You grant Source Direction and its contractors the right to transmit, use and disclose the Registration Data posted on the Service solely to the extent necessary to provide, optimize and maintain the Service in accordance with your preferred settings—including providing access, retransmitting, and otherwise publishing your Registration Data to potential employers, recruiters or Candidates. Once your Registration Data has been made publicly available, Source Direction will not be able to control or prevent third party search services and other crawlers from finding and republishing that Registration Data on their services even if you later disable your account.

Ownership

As between Source Direction and you and subject to the grants in the Terms, Source Direction will own all right, title and interest in and to: (i) the Service; (ii) any work product developed by Source Direction as a result of the performance of the Service; and (iii) any and all Intellectual Property Rights embodied therein. You will own and will retain ownership of your Registration Data and all Intellectual Property Rights embodied therein. For the purpose of these Terms, “Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

Obligations

You must use reasonable security precautions in connection with your use of the Service. You must comply with the Laws (as defined below) with respect to your use of the Service. You must cooperate with Source Direction’s reasonable investigation of Service downtime/outages, security problems and any suspected breach of the Terms. For the purposed of the Terms, “Laws” means federal, national, state, provincial, municipal and local laws, regulations, rules, judicial decrees, decisions and judgments in each and every jurisdiction applicable to you, Source Direction, the subject matter of the Terms and/or the Service.

You represent and warrant that: (i) all Registration Data (as defined below) is your sole property,; (ii) any collected Registration Data you post or share will comply with all applicable Laws; and (iii) you have the right to share and post information regarding certifications, registrations or membership in any groups that may be included in your Registration Data. For the purposes of this Service, Registration Data that may be subject to special security or regulatory obligations, such as Personal Health Information or Financial information, may not be stored on the Service, as the Service is not intended to comply with such regulations.

Source Direction is not responsible to you for unauthorized access to Registration Data or the unauthorized use of the Service. You are responsible for any person who gains access to Registration Data or the Service as a result of your failure to use reasonable security precautions (even if such use was not authorized by you).

Notwithstanding any terms to the contrary in the Terms, Source Direction may disclose Registration Data: (i) as required by any applicable Laws; or (ii) in response to a subpoena or other compulsory legal process.

You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Service any of the following:

  • Registration or Feedback Data that is libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, violent, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
  • Registration or Feedback Data that is illegal or unlawful, that would constitute, encourage or provide instructions for a criminal offense, or otherwise create liability or violate any local, state, national or international law;
  • Registration or Feedback Data that may infringe or violate any patent, trademark, trade secret, copyright, right of privacy, right of publicity or other intellectual property right or other right of any party; and
  • Viruses, corrupted data or other harmful, disruptive or destructive files or code, script or other software designed to automate any functionality on the Service without Source Direction's express written consent.

You further agree that you are solely responsible for your conduct while using the Service, and you agree that you will not do any of the following in connection with the Service or the users of the Service:

  • Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service or that could damage, disable, overburden or impair the functioning of the Service in any manner;
  • Use the Service for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates the Terms or any other rules or polices established from time-to-time by Source Direction;
  • Create an account, post any content, or otherwise use the Service if you are not, at least, 13 years of age;
  • Modify, adapt, hack or emulate the Service;
  • Circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the Service or users of the Service or third- parties; and
  • Infringe upon or violate the rights of Source Direction, its users or any third-party.

Source Direction takes no responsibility and assumes no liability for any user conduct or for any Registration or Feedback Data posted, stored or made available via the Service or the Site, nor is Source Direction liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of the Service and the Site is at your own risk.

Enforcement of the conduct rules set forth in the Terms is solely at Source Direction's discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third-party or any reasonable expectation that the Service will not contain any content that is prohibited by such rules.

Trademarks

The Source Direction brand and any associated logos contained in the Site (or made available via the Service) are trademarks of Source Direction and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Source Direction or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "Source Direction" or any other name, trademark or product or service name of Source Direction without our prior written permission. In addition, the look and feel of the Site and the Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Source Direction and may not be copied, imitated or used, in whole or in part, without our prior written permission.

Disclaimer

SOURCE DIRECTION PROVIDES THE SERVICE AND SITE ON AN “AS IS” and “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. SOURCE DIRECTION DOES NOT WARRANT THAT THE SERVICE OR THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. SOURCE DIRECTION AND ITS SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SITE AND THE SERVICE WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (I) WARRANTIES OF MERCHANTABILITY; (II) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT SOURCE DIRECTION KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (III) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RELIED ON NO WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT: (A) THE SERVICE REQUIRES ACCESS TO AND USE OF THE INTERNET; AND (B) THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OR INTERCEPTION OF REGISTRATION DATA. WE ARE NOT RESPONSIBLE FOR ANY LOSSES OR DAMAGES THAT MAY HAVE CAUSED BY USING THE SERVICE. WE RESERVE THE RIGHT TO REMOVE OR REPLACE (WITHOUT PRIOR NOTICE), ANY REGISTRATION DATA THAT: (W) IS UNLAWFUL; (X) MAY COMPROMISE THE SECURITY OF THE SERVERS; (Y) USES EXCESSIVE BANDWIDTH, OR (Z) WE DEEM, IN OUR SOLE DISCRETION, MUST BE REMOVED.

Indemnification

You, at your sole expense, will defend, indemnify and hold Source Direction and its directors, officers, shareholders, employees, consultants, affiliates and agents (collectively, “Source Direction Indemnitees”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees and costs, expert witnesses’ costs and fees, penalties, interest and disbursements) arising from or relating to any suit, action, or proceeding against any Source Direction Indemnitees, whether successful or not, caused by, arising out of, resulting from, attributable to or in any way incidental to: (i) any breach by you of the Terms (including, but not limited to, any breach by you of any of your representations or warranties); (ii) Registration Data (including, but not limited to, any violation, misappropriation, misrepresentation or infringement of any third party's Intellectual Property Rights or rights of privacy or right of publicity caused by your acts or omissions with respect to Registration Data (or any portion thereof)); or (iii) your conduct. This provision will survive the use of the Service.

Limitation of liability

IN NO EVENT WILL: (I) SOURCE DIRECTION BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE TERMS, THE SERVICE, THE SITE OR THE THIRD PARTY CONTENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) SOURCE DIRECTION'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE TERMS, THE SERVICE, THE SITE OR THE THIRD PARTY CONTENT EXCEED THE LESSER OF (I) $100, or (II) THE AMOUNT PAID BY YOU TO SOURCE DIRECTION UNDER THE TERMS (IF ANYTHING). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS PROVISION WILL SURVIVE THE USE OF THE SERVICE.

Termination

You may cease using the Service at any time. Source Direction may terminate your use of the Service if Source Direction reasonably believes you have breached any of the terms of this Agreement or otherwise believes that you have performed actions that are intended to harm Source Direction or the Site, subject to any payment obligations or express written agreements that may govern the relationship between you/your company and Source Direction.

DMCA Copyright Infringement policy

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Source Direction has a policy of terminating, in appropriate circumstances, any accounts involved in copyright violations. No refunds will be issued for in any services or subscriptions in such case (if any).

Copyright complaints

If you believe that any material made available via the Service infringes upon any copyright which you own or control, or that any link made available via the Service directs users to material that infringes upon any copyright which you own or control, you may file a notification of such infringement at the following address: support@sourcedirection.com

Miscellaneous

The Terms will be governed by and construed in accordance with the laws of the State of Colorado applicable to agreements made and to be entirely performed within the State of Colorado, without resort to its conflict of law provisions. The parties agree that any action at law or in equity arising out of or relating to the terms will be filed only in the state and federal courts located in Denver County, Colorado, and the parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of the terms.

Neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service by any service providers being used by Source Direction to link its servers to the Internet, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party (each a “Force Majeure Event”).

Document Version: V1.1
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