1. Introduction. Please read this page carefully. It contains the terms and conditions (the "Terms and Conditions") governing your access to and use of the Eoxon Web Sites and the Services (as each are defined below) provided by Eoxon company or one of its divisions (collectively, "Eoxon "). If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Eoxon Web Sites or Services. These Terms and Conditions are effective as of April 01, 2019.
2. Binding Agreement. These Terms and Conditions (as they may be amended from time to time by Eoxon ), together with your Advertising and Candidate Search Service Agreement (if applicable), form a binding agreement (the "Agreement") between you and Eoxon . Your access to or use of the Eoxon Web Sites or Services indicates your acceptance of these Terms and Conditions. You are agreeing to use the Sites at your own risk.
3. Certain Definitions. The following definitions apply to this Agreement:
3.1 "Eoxon Materials" includes any materials, methodologies, implementation plans or other intellectual property used during the provision of Services.
3.2 "Eoxon Web Site" or the "Site" (collectively, the "Eoxon Websites" or the "Sites") means any web site under Eoxon 's control, whether partial or otherwise and includes such Site's Content, Eoxon Materials and Services (as applicable in each context).
3.3 "Content" means Eoxon 's web pages, web forms, programming (including software code used on the Sites and in the Services, including (i) tools, kits, and object libraries, (ii) all third-party or open source code embedded therein, and (iii) any upgrades, updates, releases, fixes, enhancements or modifications to the foregoing), graphics, images, design (color combinations and page layout), text, information, data, resumes stored in various commercial databases operated and licensed by Eoxon (including, among others, its "Resume Database," "Salary Calculator Database," "TalentStream Supply & Demand Database" and the Recruitment Edge Database), data submitted via the Sites by Users and other content made available through the Sites by Eoxon .
3.5 "Document" refers to any posting to a Site, whether job or resume.
3.6 "Employer" means a person or entity that is accessing a Site to post a job or utilizing the Services for any reason related to the purpose of seeking candidates for employment.
3.7 "Employer Materials" includes any brochures, emails, sample job postings, web site content, career fair material, audio, videos, photographs, logos, trademarks, service marks, domain names, documents or other materials provided by Employer, if any, for use in connection with the Services.
3.9 "Job Seeker" means a User who is accessing a Site to search for a job or in any other capacity except as an Employer.
3.10 "Services" means any services provided by Eoxon or its agents described herein and specified more fully in the Service Activation Agreement.
3.12 "User" refers to any individual or entity that uses any aspect of the Sites.
3.13 "You" or "you" means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions.
4. Intellectual Property Rights and Acceptable Use of the Sites and Services.
4.1 General Use Rules. The Sites are intended for individuals seeking employment and for employers or recruiters seeking candidates for employment. You may use the Sites only for lawful purposes within the stated context of Eoxon 's intended and acceptable use of the Sites. Eoxon is the sole interpreter of the Sites' intended and acceptable use.
4.2 Eoxon Intellectual Property Rights. The Sites, the Eoxon Materials and all right, title and interest in and to the Sites and Eoxon Materials are the sole property of Eoxon or its licensors, and are protected by United States and foreign copyright, trademark and other laws. Except for the limited licenses expressly granted to you in these Terms and Conditions, Eoxon reserves for itself and its licensors all other rights, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content or Eoxon Materials, or use them in any other way for public or commercial purpose. Notwithstanding anything to the contrary contained herein, this prohibition includes: (a) copying or adapting the HTML code used to generate web pages on the Sites; (b) using or attempting to use engines, manual or automated software, tools, devices, agents, scripts, robots or other means, devices, mechanisms or processes (including, but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate, search, access, "scrape," "crawl," or "spider" any web pages or any Services provided on the Sites other than the search engine and search agents available from Eoxon on such Eoxon Sites and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); and (c) aggregating, copying or duplicating in any manner any of the Content or information available from any of the Eoxon Sites, without the express written consent of Eoxon . The use of the Content on any other web site or in a networked computer environment for any purpose is strictly prohibited. The Eoxon Materials are not considered to be works for hire and you may duplicate such Eoxon Materials only for the purposes outlined in the Service Activation Agreement. "Eoxon ," "Personified", the Eoxon design logo and certain other names or logos are service marks or trademarks of Eoxon , and all related product and service names, design marks and slogans are the service marks or trademarks of Eoxon . In addition, the "look" and "feel" of the Sites (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by Eoxon 's trademarks, service marks and copyrights. Any code that Eoxon creates to generate or display the Content or the pages making up the Sites is also protected by Eoxon 's copyright. You must retain all copyright, trademark, service mark and other proprietary notices contained on the Content or Eoxon Materials on any authorized copy you make of the Content or Eoxon Materials. All other product and service marks contained on the Sites are the trademarks of their respective owners.
4.3 License to Use by Users who are Job Seekers. Eoxon hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your personal use seeking employment opportunities for yourself. This authorizes you to view and download a single copy of the material on the Sites solely for your personal, noncommercial use. You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. Your use of the Sites is a privilege. Eoxon reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.
4.4 License to Use by Users who are Employers. Eoxon hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your internal business use seeking candidates for employment. This authorizes you to view and download a single copy of the material on the Sites solely for your personal use directly related to searching for and recruiting job prospects. Eoxon also grants you a limited, terminable, non-exclusive license to use the Eoxon Materials and Services for your internal use only. You may not sell, transfer or assign any of the Services or your rights to any of the Services provided by Eoxon to any third party without the express written authorization of Eoxon . You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. Eoxon reserves the right to suspend or terminate your access and use at any time if Eoxon determines that you are in breach of these Terms and Conditions.
4.5 Employer Materials. Employer represents, warrants and covenants that any Employer Materials provided by Employer for use in connection with the Services will not violate any laws or regulations or third-party proprietary rights, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. Employer hereby grants Eoxon a non-exclusive, worldwide, royalty-free license to use the Employer Materials and to hyperlink to Employer's website in connection with the Services.
4.6 Use of Aggregate Data. You understand and agree that Eoxon owns and has the right to collect, extract, compile, synthesize, and analyze Aggregate Data. Eoxon may use such Aggregate Data for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated and anonymized form so that it cannot be identifiable as relating to you, your Company or to any other Job Seekers. "Aggregate Data" means de-identified aggregated data or information regarding Job Seekers' educational or career history (including, by way of example and not limitation, aggregate data relating to Job Seekers' occupation, location, salary, education and experience).
4.7 Other Specific Rules Regarding Site Usage. You represent, warrant and agree that you (a) are at least 13 years of age or older, and if under the age of 18 or the age of majority as that is defined in your jurisdiction, you will only use the Sites and Services under the supervision of a parent, legal guardian, or other responsible adult; and (b) will not use (or plan, encourage or help others to use) the Sites for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Sites complies with these Terms and Conditions and all applicable laws.
4.8 User Submissions. Eoxon welcomes your comments regarding the Services and the Sites and appreciates hearing from you. Please note, however, that Eoxon does not accept or consider creative ideas, suggestions, inventions or materials other than those which it has specifically requested. If you submit feedback on the Services, please be specific in your comments and do not submit creative ideas, inventions, suggestions, or materials. If, despite this notice, you send Eoxon creative suggestions, ideas, drawings, concepts, inventions, or other information (a "User Submission"), you understand and agree that the User Submission shall become the property of Eoxon . User Submission and any elements contained in User Submissions, shall not be subject to any obligation of confidentiality on Eoxon 's part, and Eoxon will not be liable for any use or disclosure of any User Submission. Eoxon shall exclusively own all now known or later discovered rights to the User Submission and shall be entitled to unrestricted use of the User Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
5. Third Party Providers. You acknowledge and agree that Eoxon may provide the Services using third party providers, including subcontractors and consultants (the "Third Party Providers"). You agree that, as between Eoxon and its Third Party Providers, Eoxon will have sole responsibility for handling all billing and contract negotiations.
6. Disclaimers and Limitations on Eoxon's Liability.
6.1 Allocation of Responsibility Eoxon assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users. Eoxon acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Documents posted by Users. If notified by a User of a Document which allegedly does not conform to these Terms and Conditions, Eoxon may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such Document. Eoxon has no liability or responsibility to Users for performance or nonperformance of such activities. Eoxon may take any action with respect to User submitted information that it deems necessary or appropriate, in its sole discretion.
6.2 No endorsements by Eoxon. Nothing on the Sites shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.
6.3 Warranty Disclaimers.
(A) The sites are provided on an 'as is' basis without any warranties of any kind, express or implied. Eoxon, to the fullest extent permitted by law, disclaims all warranties, including, but not limited to, the warranties of merchantability, title, non-infringement of third parties' rights, and fitness for a particular purpose. Eoxon makes no warranties about the accuracy, reliability, completeness, or timeliness of the sites.
(B) Without limitation on the foregoing:
(I) Eoxon does not warrant that the sites will operate error-free or that the sites and their servers are free of computer viruses or other harmful mechanisms. If your use of the sites results directly or indirectly in the need for servicing or replacing equipment or data, Eoxon is not responsible for those costs.
(II) Eoxon makes no representations or guarantees regarding the truthfulness, accuracy, legality, completeness, timeliness or reliability of any documents posted by users, or of any other form of communication engaged in by users. Documents may contain inaccuracies or typographical errors. You agree that any reliance on documents posted by users, or on any other form of communication with users, will be at your own risk.
(III) Eoxon makes no representations or guarantees regarding the content of the sites, including, but not limited to, broken links, inaccuracies or typographical errors.
(IV) Eoxon makes no representations or guarantees regarding the effectiveness of the services or timeliness of the services in meeting your employment objectives. Eoxon does not guarantee that the services will result in candidates being hired, positions being filled or employees being retained, and is not responsible or liable for any business, employment, hiring and/or salary decisions, for whatever reason made, made by you.
6.4 Damage Limitations, Allocations of Liability and Equitable Relief.
(A) You assume all responsibility and risk for your use of the sites, the internet generally, and the documents or employer materials that you post, provide or access and for your conduct on and off the sites.
(B) In no event shall Eoxon (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers), be liable for any non-direct damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data, lost employment opportunity, or business interruption) resulting from or arising under or in connection with services or the use or access to, or the inability to use or access, the sites and/or any document, whether based on warranty, contract, tort, or any other legal theory, and whether or not Eoxon is advised of the possibility of such damages.
(C) Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the limitations set forth in the preceding paragraph may not apply to you. If any are held inapplicable or unenforceable for any reason, then Eoxon's maximum liability to you for any non-direct type of damages shall be limited to U.S. $200.00 in the aggregate.
(D) In no event shall Eoxon (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers), be liable for any direct damages in excess in the aggregate of us$200.00 (or, if you are an employer with a services agreement with Eoxon, the amounts actually paid by you to Eoxon under this agreement if greater than us$200.00).
(E) Due to the nature of this Agreement, in addition to money damages, you agree that Eoxon will be entitled to equitable relief upon a breach of this agreement by you.
6.5 User Authentication. Because User authentication on the Internet is difficult, Eoxon cannot and does not confirm that each User is who they claim to be. Because Eoxon does not and cannot be involved in User-to-User dealings or control the behavior of participants on the Sites, in the event that you have a dispute with one or more Users, you release Eoxon from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
6.6 California Residents. If you are a California resident, you waive California Civil Code Section 1542, which says: "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."
7. Payment of Services upon Termination of Service Activation Agreement.
If at any time during the course of this Agreement you should terminate a Service Activation Agreement or any other services Agreement in which these Terms and Conditions have been incorporated by reference, then Eoxon shall reserve the right to receive all payments from you for the Services used by you up to termination and for fifty percent (50%) of the remaining unused portion of the Service Agreement.
8. Links to Other Sites. Eoxon contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Eoxon of the contents on such third-party web sites. Eoxon is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.
9. Amendments to this Agreement and Changes to Sites. Eoxon may revise these Terms and Conditions at any time by updating this page. Changes will be binding on you on the date they are posted on the Sites (or as otherwise stated in the any notice of such changes). Any use of a Site will be considered acceptance by you of the then-current Terms and Conditions (including any exhibits thereto) contained on such Site. If at any time you find the Terms and Conditions unacceptable, you may not use the applicable Site any longer. Any new or different terms supplied by you are specifically rejected by Eoxon unless Eoxon agrees to them in a signed writing specifically including those new or different terms. Eoxon may change the Sites at any time.
10. Indemnity. You agree to defend, indemnify, and hold harmless Eoxon (and its subsidiaries, affiliates, officers, directors, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Sites, any Document posted by you, your use of the Services or your breach of this Agreement. Eoxon shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
11.1 When you register on any of the Eoxon Sites or in connection with the Services, you will be asked to create an account and provide Eoxon with certain information, including but not limited to, a valid email address ("User Information"). You acknowledge and agree that you have no ownership rights in your account.