Vertexer Terms of Service

Contents

  1. Introduction
  2. Elegibility
  3. Key Terms
  4. Overview of services and vertexer’s role
  5. Applicability of general and additional terms
  6. Account registration
  7. License grant and restrictions
    1. License grant
    2. Limitations
    3. Usernames and passwords
    4. IP ownership
  8. Payments and financial terms
    1. Key definitions
    2. General financial terms
      1. Currency
      2. Connector fees
    3. Financial terms for employers
    4. Financial terms for individual users
  9. Content
    1. Content
    2. User content
    3. People
    4. Feedback
    5. Aggregate data; use of your content
    6. User responsibility
    7. User interactions
  10. Disclaimer
    1. Disclaimer
  11. Limitation of liability
    1. Indemnity and defense
    2. Types of damages
    3. Amount of damages
    4. Basis of the bargain
    5. Additional rights
  12. Disputes
    1. Disputes
    2. Class action waiver
  13. Claims of infringement
  14. Termination
    1. Term
    2. Termination by you
    3. Termination by vertexer
    4. Effect of termination
  15. Illegal activity
    1. Compliance with laws; fraud
    2. Investigation
    3. Disclosure of information
  16. Miscellaneous
    1. Electronic communication
    2. Local laws
    3. No assignment
    4. External sites
    5. Registration; contact information
    6. Privacy of others; marketing
    7. Miscellaneous
  17. General provisions
    1. Entire agreement
    2. No agency; third-party beneficiary
    3. Severability
    4. No waiver
    5. Enforcement
    6. Survival of agreement
  18. Additional terms applicable to employers
    1. Posting jobs and using the service
    2. Communication regarding applicant progress
    3. Employer name; logo
    4. Solicitation of employees
  19. Additional terms applicable to individual users
    1. Revenue sharing and kickbacks
    2. Prohibited back-channel communications
    3. Terms applicable to connectors
      1. Recruiting job applicants
      2. Vetting and job applicant opt-in
      3. Scope of recruitment
      4. Connector commitments
      5. Participation of vertexer employees
    4. Terms applicable to job applicants
      1. Agreement to terms of service

Introduction

Last updated February, 2017

Vertexer (“vertexer” or “we” or “the company”) operates the website at www.vertexer.com (the “site”) and provides the service and functionality made available on or through the site including applications and tools (“service”). By clicking the “sign up” button, accepting these terms in writing or accessing, viewing, or using our site and/or any services relating to these terms, you agree to these terms of service.

You may not use the service, or accept these terms, if you are prohibited by law from receiving or using the service. If you are entering into these terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms, in which case "user," “you” or “your” will refer to you and to such entity, jointly and severally.

Eligibility

Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register as a Connector or Job Seeker, you must provide your real name and email address; to register as an Employer, you are required to provide your real business address, business phone number, and valid credit card information. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Services within such country; (b) you have all requisite right, power and authority to enter into this Terms of Service and perform your obligations hereunder; and (c) any information provided or made available by you or your affiliates to Vertexer or its affiliates is at all times accurate and complete.

The Site, Mobile App and Services are intended solely for persons who are eligible to form a legally binding contract with Vertexer. Any access to or use of the Site, App or Services by anyone under 18 is expressly prohibited. For users in the United States, Vertexer may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain with respect to a user reports regarding criminal convictions, sex offender registrations, and other background and available records, in our sole discretion. For users outside the United States, we may, to the extent permitted by applicable laws and if we have sufficient information to identify a user, obtain the local version of such reports, in our sole discretion. You agree and authorize us to obtain and to use your personal information, such as your full name and date of birth, to obtain such reports, including from Vertexer's vendors.

In connection with using or accessing the Services you will not use our Services if you are not able to form legally binding contracts (for example if you are under 18), or are temporarily or indefinitely suspended from using our Sites, Services.

Key Terms

  1. Our Site and Service involves two distinct sets of users:
    1. an “Employer”, who creates advertisements on our Site seeking Job Applicants for employment (each, a “Job Posting”) and offers payments (a “Fee”) to users who recruit Job Applicants who meet the Employer’s criteria for being interviewed and/or hired. In some parts of these Terms, we may refer to Employers as “You” or “Your Company.”
    2. an “Individual User”, who may engage with the Site by (a) applying for a job (a “Job Applicant”), (b) recommending another person for a job (a “Connector), or (c) writing a reference. ol.isLatinLowcaseList li Applying for a job: Users may apply for any job listing on the Site. li Recommending someone for a job (a "Connector"): A Connector is an Individual User who is eligible for a Connector Fee. To be eligible for a Connector Fee (See Section 8.1), a Connector must recommend someone for a job unsolicited. li Writing a reference: Users may provide a reference for a Vertexer candidate when asked by said candidate, but will not be eligible for a Connector Fee for this action.

Overview of services and Vertexer's role

Vertexer provides a platform for third-party Employers to provide Connectors with monetary compensation in return for recruiting Job Applicants who the Employer chooses to hire or interview for positions they wish to fill. Vertexer is not involved in the actual transaction between Employers and Connectors, except as set out elsewhere in these terms. As an Employer, you may list any job open at your company on the Site unless it is a position prohibited as defined in the procedures and guidelines contained in these Terms, or otherwise prohibited by law. It is up to the Employer to accurately describe the job referred to in a Job Posting. All users, including both Employers and Individual Users, use the Site and the Services at your own risk. Decisions regarding whom to interview and hire are the sole responsibility of Employers; Vertexer has no responsibility, nor shall we be held liable in any way for such decisions.

Applicability of general and additional terms

Based on the kind of user you are, certain additional terms will apply (“Additional Terms”). Such Additional Terms are incorporated by reference herein as applicable. If there is any conflict between these Terms and the Additional Terms, the Additional Terms take precedence in relation to the Service. These Terms, and any applicable Additional Terms, are referred to herein as the “Terms.”

Vertexer may change elements of its Service and the Terms from time to time at its sole discretion. Should Vertexer make any substantial changes to these Terms, we will notify you by sending an email to the last email address you provided to us or by posting notice of the change on the Site. Any material changes to these Terms will be effective immediately for any and all subsequent Job Postings and related actions that users may carry out through Vertexer (defined in the Additional Terms), as well as all Job Postings and related actions with respect to a user effective with the user’s first login on the Site on or after the date of such notice. Vertexer may require you to provide consent to the updated Terms in a specified manner before further use of the Service is permitted. Otherwise, your continued use of the Site or the Service constitutes your acceptance of the changes. Please regularly check the Site to view the then-current Terms. If you object to the revision, your sole and exclusive remedy will be to cease using, accessing, and using our Site, and its related Services.

Account registration

In order to access certain features of the Site, and to recruit potential Job Applicants for a job or create a Job Posting, you must register to create an account (“Vertexer Account”). You may register to join the Service directly via the Site or as described in this section.

As part of the functionality of the Service, you may link your Account with a valid account on the social networking service (“SNS”) through which you have connected to the Services (each such account, a “SNS Account”) by allowing us to access your SNS Account, as is permitted under the applicable terms and conditions that govern your use of each SNS Account. You represent that you are entitled to grant Vertexer access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating Vertexer to pay any fees or making Vertexer subject to any usage limitations imposed by such third party service providers. By granting Vertexer access to any SNS Accounts, you understand that Vertexer may access, make available and store (if applicable) any content that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through the Service via your Account. All SNS Content shall be considered to be Your Content (as defined in Section 9.1 below) for all purposes of the Terms. Please note that if a SNS Account or associated service becomes unavailable or Vertexer's access to such SNS Account is terminated by the third party service provider, then SNS Content will no longer be available or updated, as the case may be, on and through the Services. Please note that your relationship with the third party service providers associated with your sns accounts is governed solely by your agreement(s) with such third party service providers.

Your Vertexer Account and your Vertexer Account profile page will be created for your use of the Site and Application based upon the personal information you provide to us or that we obtain via an SNS as described above.

License grant and restrictions

License Grant

Subject to the terms and conditions of these Terms, Vertexer grants you a non-exclusive, non-transferable license to use the Service solely for your internal business purposes for the duration of the Term as defined below.

Limitations

You agree that you will comply with all stipulations in these terms.

Usernames and Passwords

Vertexer will provide you with a unique username and password to enable access to the Service pursuant to these Terms. You will: (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (including a valid email address) when registering for the Service and creating an “Account”; (b) be responsible for the confidentiality and use of your username and password; (c) not share, transfer or resell your Account or use of or access to the Service to any third party; and (d) keep all information in your Account true, accurate, current and complete. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you will not have more than one Account at any given time. You agree not to create an Account or use the Service if you have been previously removed by Vertexer, or if you have been previously banned from the Service. Vertexer reserves the right to terminate any username and password, which Vertexer reasonably determines may have been used by an unauthorized third party. Notwithstanding anything to the contrary herein, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account, other than Your Content as defined below in Section 9.1, are and will forever be owned by and inure to the benefit of Vertexer.

IP Ownership

The Service and any of Vertexer's proprietary technology, including code, data, software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to you by Vertexer in providing the Service and as well as any intellectual property rights therein (the “Vertexer Technology”) is the exclusive property of Vertexer or its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to you regarding the Service or the Vertexer Technology, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to Vertexer Technology. All rights not expressly granted to you are reserved to Vertexer. Ownership of all work product, developments, inventions, technology or materials provided by Vertexer under these Terms will be solely owned by Vertexer. Vertexer, in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by you to Vertexer in connection with the Service (all such comments and suggestions, collectively, “Feedback”). You hereby grant Vertexer a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, transferable right and license to incorporate the Feedback into Vertexer products and services.

Payments and financial terms

Key definitions

  • “Connector Fee” means the amounts that are due and payable by an Employer in compensation to Connectors who have recruited Job Applicants who met certain criteria established by the Employer and who experienced Advancement Subject to Fees by the Employer.
    • “Maximum Payment” refers to the maximum sum total of compensation, including Vertexer’s Service Fee, that an Employer is willing to pay in exchange for the recruitment of qualified Job Applicants.
    • “Fee per Hire” refers to the amount due to a connector if a Job Applicant recruited by the Connector is hired by the Employer.
    • “Interview Fee” refers to the amount due to a Connector if a Job Applicant recruited by the Connector is interviewed by the Employer.
    • “Total Payment Owed” refers to the sum total of compensation, including Vertexer’s Service Fees, that an Employer owes upon completion of a hiring process related to a Job Posting posted on Vertexer.
  • “Advancement Subject to Fees” refers to a selective action—such as but not necessarily limited to Interviewing or Hiring a Job Applicant—carried out by an Employer in regards to a Job Applicant, the execution of which requires the payment of a Connector Fee to the Connector(s) who recruited said Job Applicant.
  • “Service Fees” means the fee(s) that Vertexer charges an Employer for the use of the Services, including but not limited to a percentage of applicable Connector Fees and/or fees for others services such as promoted posts.
  • “Payment Method” means a payment method that you have added to your Vertexer Account, such as a credit card, debit card, checking or savings account, or PayPal.
  • “Connector Balance” refers to the sum of Connector Fees that an Individual User has earned through the Services that has not yet been paid out to the Individual User.
  • “Provisional Balance” refers to the sum of Connector Fees that an Individual User may earn, provided that terms established in Recruiting Process section of these terms are complied with and the employer pays the specified fees.
  • "Your Transaction" means any payment of Connector Fees or Service Fees by Employers, receipt of Connector Fees by Connectors, and any other financial exchange or transfer which any user may engage in through the Site and Services.

General Financial Terms

Transaction Processing Service

By registering for or using the Services, you authorize Vertexer and any third-party payment processing service with which Vertexer chooses to partner to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Connector Fees on your behalf, remitting Connector Fees to your bank account, charging your credit card, and paying Vertexer and its affiliates amounts you owe in accordance with these Terms of Service or other agreements you may have with Vertexer or its affiliates (collectively, the "Transaction Processing Service").

The Transaction Processing Service is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. However, user acknowledges that the foregoing is a description of standard practice and not a guarantee, and moreover, that the Transaction Process Service may be the responsibility of a third-party entity contracted by Vertexer, and thus Vertexer bears no responsibility for interruptions to the Transaction Processing Service.

We can initiate credits and debits to a user’s Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Terms of Service, a "Business Day" is a Monday through Friday, excluding federal banking holidays. We will inform you of each completed transaction using our standard procedures. In addition, you can access your Transaction Processing Service transaction information online in your Account.

Transaction Limits

As a security measure, we or our affiliates may, but are not required to, impose transaction limits on some or all Employers and Connectors relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. Neither we nor our affiliates will be liable to a Connector: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for a security reason, or (ii) if we or our affiliates permit an Employer to withdraw from a transaction because the Transaction Processing Service is unavailable following the commencement of a transaction.

Delays due to Potential Employer Claims

If we or our affiliates reasonably conclude based on information available to us or our affiliates that a Connector's actions and/or performance in connection with the Services may result in Employer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Terms of Service until the completion of any investigation(s) regarding any Connector's actions and/or performance in connection with this Terms of Service. We will not be liable to a Connector if we act in accordance with the provisions of this Section.

Notices

All notices will be sent by e-mail or will be posted on the Site or by any other means specified by us. We will send notices to user at the e-mail address maintained in our records for user. User will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us or Vertexer. User will send notices to us using the functionality for contacting Vertexer provided in our Help pages.

Refusal of Service

We may refuse or discontinue service to anyone for any reason.

Fraud and Loss

User will bear all risk of fraud or loss. Vertexer reserves the right to seek reimbursement from Connector if Vertexer, in its sole discretion, decides to reimburse Employer under these Terms, discovers erroneous or duplicate transactions, or receives a chargeback from Employer's credit card issuer for the amount of Employer's payment of Connector Fees to Connector. We may obtain reimbursement of any amounts owed to us by Connector by deducting from future payments owed to Connector, reversing any credits to Connector's Account, charging Connector's credit card, or seeking such reimbursement from Connector by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.

We reserve the right, upon termination of this Terms of Service with respect to Connector or Connector's use of the Services, to set off against any payments to be made to Connector, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid by Employers in connection with Your Transactions from Connector's Account for a prospective three-month period. At the end of such three-month period following termination, we will disburse to Connector any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Employers, or seek reimbursement from Connector via any of the means authorized in this section for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Employers, as applicable.

Currency

All Connector Fees, Services Fees, and any other fees and transactions related to the Services are in U.S. dollars unless stated otherwise and are incorporated herein by reference.

Connector Fees

Advancements Subject to Fees

Employers shall pay Connector Fees to all Individual Users who have recruited Job Applicants chosen by the Employer for Advancement Subject to Fees.

Compensation for Multiple Wins in One Process

Connector Fees related to a given Job Applicant who has applied to a given Job Posting shall be due for all levels of Advancement Subject to Fees (such as Qualified Candidate Fee, Interview Fee, and Hire Fee) reached by that Job Applicant.

Job Applicant Origination

A Connector shall be designated as an originating Connector of a Job Applicant, and will have the rights to applicable Connector Fees associated with that Job Applicant (“Origination Rights”), when the Job Applicant confirms their interest in the Job Posting after the Connector sent an inquiry of interest to the Applicant. Amount due to each originating Connector may depend on how many other originating Connectors recommended the candidate before or after.

A Connector shall maintain Origination rights to a Job Applicant in regards to a given posting for a maximum of one hundred eighty (180) days.

Any disputes relating to job applicant origination shall be finally decided by Vertexer based on available information, in its sole discretion; provided that Vertexer has no obligation to decide or otherwise resolved disputes."

Job Applicant Rejection

A Job Applicant may be “Rejected” for Origination Rights if it is subsequently determined that the Job Applicant entered the hiring process in the one hundred eighty (180) days prior to the first instance in which the Job Applicant was recruited through the Site for the position referenced in the applicable Job Posting.

Backdoor Interviews and Hires

Connector Fees will be due to the Connector(s) who have Origination Rights for any Job Applicant interviewed and/or hired for any position by Employer within one hundred eighty (180) days of the date on which the fees were earned for the position referenced in the corresponding Job Posting.

If Employer or any of its affiliates interviews and/or hires a Job Applicant with whom Employer originally came into contact via said Applicant’s application to a Job Posting posted on Vertexer within one hundred eighty (180) days of the date of the Job Applicant's entry onto the Site (for the job in the Job Posting or any other position), Employer will pay Vertexer all corresponding Connector Fees and Service Fees upon receipt of invoice.

Connector Fees and associated Service Fees for such hires shall be calculated based on the Total Payment posted by the Employer for the Job Posting to which the Job Applicant originally applied.

Guarantee

If a Job Applicant is hired by an Employer and his or her employment is terminated for any reason during the first sixty (60) days following the start date, Employer may request a refund of Hire Fee and Service Fees associated specifically with the Hire Fee.

Exceptions to Obligation to Pay Connector Fees

Notwithstanding the foregoing, a fee (and the corresponding Service Fee) will not be owed only if Employer can demonstrate:

  1. Employer had prior communication (other than outreach by Employer to the Job Applicant, to which Employer does not have a documented response) with a Job Applicant within one hundred eighty (180) days prior to the posting of the Job Posting, provided that Employer will immediately notify Vertexer of such fact upon becoming aware thereof; or
  2. The Job Applicant is hired through an independent search by a different hiring manager to a legally independent subsidiary within the same corporate family, which does not share a common Applicant Tracking System or Job Applicant Database.

Circumvention of Workflow

Should the Job Applicant be introduced to the Employer's position through a Job Posting and fail to confirm their interest through the Site, but instead contact and apply to the Employer directly, Vertexer will still be owed the corresponding Connector Fee and Service Fee.

Master Collector/Master Payor

Vertexer is solely responsible for collecting all fees from the Employer, and paying all fees owed to Connectors in connection with any Job Posting and related placements made by the Employer, after receiving payment from Employers. Vertexer is not responsible for paying Connectors when Employers have not met their obligations to first pay Vertexer for the related Job Posting.

Other Responsibilities

Employer is responsible for all the costs and effort associated with recruiting, background checking, on-boarding, and training a Job Applicant found through a Job Posting. Vertexer is not responsible in any way for these activities, or any other activities related to vetting, hiring, or onboarding employees.

Default of Payment

If Employer fails to pay undisputed amounts in accordance with these Terms, Vertexer may suspend any outstanding Job Postings, in addition to taking steps to collect any unpaid fees. If an Employer fails to pay Vertexer, Vertexer shall not be liable for paying Connector Fees dependent on this payment.

Financial Terms for Employers

Service Fees

When using our Basic Service, Vertexer will charge a Service Fee which shall be equal to 33 percent of the Total Payment Owed by an Employer with respect to each Job Posting. Upon concluding a hiring process related to a Job Posting posted on the Site by an Employer, the Total Payment Owed by the Employer will consist of the sum of Connector Fees owed for Advancements Subject to Fees (67% of total payment) plus the corresponding Service Fee (33%). Total Payment Owed shall not exceed the Maximum Payment established by the Employer at the time that the Employer posted the corresponding Job Posting.

Vertexer reserves the right to establish, remove and/or revise the Service Fee and any other Fees and other charges for any or all services or goods obtained through the use of the Services at any time in Vertexer's sole discretion.

Service Fees will be displayed only to the Employer. The Hire Fee and Interview Fee as published on Job Postings visible to Individual Users are based upon the balance left after subtracting the maximum Service Fee from the Maximum Payment.

We may change our Service Fees from time to time by posting the changes on the Vertexer site 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

Payment Method and Credit Reports

You must have a payment method on file when posting Connector Fees in relation to Job Postings on Vertexer, and pay all fees and applicable taxes associated with our Services by the payment due date. If your payment method fails or your account is past due, we may collect fees owed by charging other payment methods on file with us, retaining collection agencies and legal counsel. In addition, you will be subject to late fees. Late fees shall be equal to an additional 10% above the original charge. Vertexer, or the collection agencies we retain, may also report information about your account to credit bureaus, and as a result, late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you wish to dispute the information Vertexer reported to a credit bureau (i.e., Experian, Equifax or TransUnion) please contact us at 208C East Grand River Ave Lansing, MI 48906. If you wish to dispute the information a collection agency reported to a credit bureau regarding your Vertexer account, you must contact the collection agency directly. You agree to pay all of Vertexer’s cost of collection or other enforcement, including all attorney fees and court costs.

Apportionment of Total Payment to Hire and Interview Connector Fees

The Employer alone, and not Vertexer, is responsible for setting the Total Payment offered for a given Job Posting. However, Vertexer has the sole power and responsibility for establishing and implementing the manner in which the portion of the Total Payment available for paying Connector Fees shall be divided up among all Connectors owed payment and Vertexer. Vertexer will provide relevant information regarding how this Fee will be split up among Connectors who have recruited Job Applicants meeting criteria established by the Employer.

Reporting on Advancements Subject to Fees

Employers are responsible for providing true information regarding the outcome for all Job Applicants who apply to a Job Posting (such as being interviewed, being hired, and other such actions that may be defined pursuant to agreements between Vertexer and the Employer).

Such information must be provided to Vertexer within 3 to 5 days of the time in which an individual is interviewed or hired to fill the job posted by the Employer or in which the job is otherwise closed.

Employers are allowed a maximum of 150 days from the time a Job Posting is published to provide Vertexer with true, complete, and accurate information, including all Advancements Subject to Fees, regarding the outcome of the hiring process related to this Job Posting. If an Employer fails to provide any information within 150 days of the Job Posting publication, the Employer will be liable for the full Maximum Payment established for this post.

Upon reception of information regarding the outcome for Job Applicants, Vertexer will within 3 to 5 days initiate a charge or debit to the payment method or account set up by the Employer for the applicable Connector Fees and Service Fees.

Employers will be billed with card or account on file and are responsible for all remaining payments within 30 days of the billing date.

Financial Terms for Individual Users

Collection and Liability for Payment of Connector Fees

If you, as an individual user, choose to recommend one or more potential Job Applicants for any Job Posting hosted on Vertexer, you agree and understand that you are entering into an agreement with Vertexer under which your receipt of compensation will depend on the Employer paying Vertexer for services Vertexer provides the Employer. In entering into these Terms, you acknowledge that the Employer is solely responsible for making any and all decisions related to Advancement Subject to Fees. You also acknowledge and agree that Vertexer has no role in deciding who is interviewed or hired for a position. The Employers, not Vertexer, are solely responsible for honoring any commitments to pay Connector Fees through the Site and Services. In the event that an Employer does not pay Vertexer in full for the Connector Fees and Services Fees owed in relation to a given Job Posting, Vertexer shall not be liable or responsible for making any payments to those Individual Users to whom Connector Fees are due.

Payment of the Connector Fee is contingent upon Vertexer's receipt of the applicable fees from the Employer for the Job Posting. Should an Employer withhold payment, Vertexer will delay payment to the Connector until receipt of payment from the Employer.

Should the Employer refuse to or be unable to pay the Connector Fee, Vertexer is NOT responsible for paying the fee. Connector will not seek to hold Vertexer liable for any such fees and agrees to hold harmless Vertexer for any damages and costs incurred as a result of unpaid fees.

Connector must not contact the Employer for the purposes of collecting fees, and any attempts to do so will result in the termination of Connector's membership on the Site and Service.

Transaction Processing Service

The Transaction Processing Service facilitates payments by Employers to Connectors who are owed Connector Fees in accordance with these Terms. Connector Fees are credited to a Connector’s Account and funds are periodically transferred to the Connector's designated bank account ("Connector's Account") in accordance with the processes set out in these Terms of Service.

When an Employer instructs us to pay you, you agree that the Employer authorizes and orders us to commit the Employer's payment to you (less any applicable fees or other amounts we may collect under this Terms of Service). You agree that Employers satisfy their obligations to you for your Transactions when we receive the Fee.

Our obligation to remit funds received by us on your behalf is limited to funds that we have actually received less amounts owed to Vertexer, subject to chargeback or reversal or withheld for anticipated claims in accordance with these Terms of Service.

Connector Fees can be credited only to bank accounts in the United States or any other country shown as supported by our standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice).

When you either initially provide or later change your bank account information, you must wait 7 days to request a transfer to Connector’s bank account.

Payment Schedule

Once Vertexer has received full payment of Connector Fees and Service Fees from an Employer for a given Job Posting, the Provisional Balance of each Individual User owed a Fee related to this Job Posting shall be updated to reflect such Fees within 5 to 7 business days.

On the first business day of the month after all criteria set forth in these terms (such as the 60-day guarantee) are satisfied, any Fee due to an Individual User in relation to a Job Posting will cease to be reflected in the Individual User’s Provisional Balance and will instead be added to the Individual User’s Connector Balance, provided that Vertexer has collected all corresponding payments from the Employer.

Individual Users may allow their Connector Balances to accumulate indefinitely. However, Vertexer reserves the right to liquidate any Connector Balance via payment of the full balance to the Individual User at any time. Individual Users may at any time request payment, via the Payment Method they have established in their User Profile, of any amount up to the full value of the Connector Balance reflected at the time of the request. Such payments shall be effected within 10 to 15 business days of request, barring extenuating circumstances.

Connector Fees Held in Vertexer’s Account

Prior to being credited to Connector’s bank account as described above, Connector Fees will represent an unsecured claim against Vertexer. Connector Fees are not insured by the Federal Deposit Insurance Corporation. Prior to disbursing funds to you, Vertexer may combine Connector Fees held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable laws. You will not receive interest or any other earnings on any Connector Fees. To the extent required by applicable laws, Vertexer will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

Unclaimed Balances

If there is no activity (as determined by us) in connection with your Connector Account for the period of time set forth in applicable unclaimed property laws and we hold Connector Fees on your behalf, we will notify you by means designated by us and provide you the option of keeping your Connector Account open and maintaining the funds in your Connector Account. If you do not respond to our notice(s) within the time period we specify, we will send the funds in your Connector Account to your state of residency, as determined by us based on the information in your Connector Account. If we are unable to determine your state of residency or your Connector Account is associated with a foreign country, your funds may be sent to the State of Michigan.

Service Fees and Fee Rates

There is no fee to Individual Users to use Vertexer’s Site and Services. Vertexer does not charge any Service Fees to Individual Users on the Connector Fees to which they may be entitled.

Fee rates for a given Job Posting are derived from the Maximum Payment established by the Employer for that posting, Vertexer’s Service Fee (charged to Employers), and Vertexer’s Fee Apportionment formulas.

The Hire Fee, Interview Fees, and any other Fee rates posted on a Job Posting are estimates based on Vertexer’s calculations. The final amount of the Fee owed to an Individual User may vary from these estimates based on a) the number of Job Applicants chosen by the Employer for Advancement Subject to Fees, b) the number of Connectors who have Origination Rights to a given Job Applicant chosen for Advancement Subject to Fees, and other factors which Vertexer reserves the right to determine.

Vertexer may choose to pay additional bonus Connector Fees and other cash and non-cash rewards for other actions on the Site, but is not obligated to do so. Information regarding the payment schedule for such payments and rewards will be posted on the Site at the time such opportunities are made available to Individual Users.

Net Payments

Any banking, wire or other fees or charges incurred by Vertexer and/or Connector but charged to Vertexer shall be deducted from the balance owed to the Connector.

International Payments

Payments under $250 will not be transferred internationally unless requested in writing, where the Connector acknowledges their responsibility for international banking fees. International balance transfers above $250 will be paid automatically in supported countries on the first business day of the month after they are earned, net any bank or wire fees.

Taxes

Connector is solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from payments to Connector under these Terms, and Connector agrees to do so in a timely manner. If applicable, Vertexer will report the payments paid to Connector under these Terms by filing Form 1099-MISC with the Internal Revenue Service as required by law.

You as an Individual User understand and agree that you are solely responsible for determining your applicable Tax reporting requirements. You are also solely responsible for remitting to the relevant authority any Taxes you owe related to payments you receive through Vertexer. Vertexer cannot and does not offer Tax-related advice to any users of its services.

Content

Content

You acknowledge that all content, information, data, text, files, images, or other materials (“Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not Vertexer, are entirely responsible for all Content you provide or make available through the Service (“Your Content”), and other Users are similarly responsible for Content they make available (“Other User Content”). Except as set forth in any Additional Terms, you may not sell, rent, lease, license or otherwise make any Other User Content available to others. You acknowledge that Vertexer has no obligation to pre-screen Content (including Your Content and Other User Content), although Vertexer reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. In the event that Vertexer pre-screens, refuses or removes any Content, you acknowledge that Vertexer will do so for Vertexer's benefit, not yours. Without limiting the foregoing, Vertexer will have the right to remove any Content in our sole discretion, including Content that violates the Terms, applicable law, or is otherwise objectionable. You should keep and maintain your own copy of all Your Content that is provided to the Service and Vertexer as Vertexer is not obligated to backup any Content that is posted on the Service.

User Content

You grant Vertexer a non-exclusive, worldwide, royalty-free, transferable and fully paid license to use Your Content for purposes of providing the Service to you. All rights in and to the Your Content not expressly granted to Vertexer in these Terms are reserved by you. You will procure all rights and privileges to obtain and transfer all Your Content to Vertexer under these Terms. The provision of such data will be in compliance with all applicable laws and regulations, including all privacy laws and regulations. You represent and warrant that Your Content will not: (i) contain any viruses, worms or other malicious computer programming codes able to damage the Service; or (ii) otherwise violate the rights of a third party. Vertexer does not approve, endorse or make any representations or warranties with respect to the use of Your Content. You provide Your Content at your own risk. Vertexer requires all Employers and Connectors to enter into these Terms; however, despite such contractual obligations, Vertexer cannot and does not control how other users use Your Content once viewed on or through the Service. You acknowledge such potential unauthorized use of Your Content as a condition of using the Service. Please notify Vertexer if you become aware of any such unauthorized use.

Some parts of the Site may allow users to provide Job Postings, resumes, information, text, images, audio, video, messages, and other materials (any such materials that a user submits, posts, displays, or otherwise makes available on or through the Site is referred to herein as “User Content”). Such functionality is designed to help users obtain career and company information, facilitate communication, discuss ways to make career decisions, and to let users know of jobs. User Content is provided by third-party contributors. User Content may be inaccurate, incomplete, misleading or deceptive. Vertexer does not endorse and is not responsible for any User Content, including any opinion, advice, information, or statement contained therein. You acknowledge that by accessing the Site, you may come into contact with content (including User Content) that you find harmful, offensive, threatening, indecent or objectionable, including, but not limited to, explicit language and other potentially offensive material, and you acknowledge that Vertexer shall have no liability with respect to such content.

You must not post any User Content that is unlawful, fraudulent, discriminatory, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or that contains sexual, ethnic, racial or other discriminating slurs, or that contains no relevant or constructive content. You are prohibited from posting any User Content containing identification or personal information not your own, such as social security number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such identification information may lead to identity theft and other adverse consequences. Vertexer may remove any such identification information, but does not undertake any obligation to do so, and has no responsibility and disclaims all liability for any posting of such identification information. Vertexer reserves the right to change the display of resume on its Site, including, but not limited to, hiding fields, rearranging its format, and changing visual elements.

Although Vertexer has no obligation to do so, Vertexer may monitor User Content, and reserves the right to delete any User Content or portion thereof that, in Vertexer’s sole discretion, violates the above rules, including any User Content that is unrelated to the specific portion of the Site on which it is posted, or that is an advertisement, recruiting or other commercial message, or that Vertexer deems in its sole discretion to be inappropriate. If you believe that any User Content violates these Terms or our policies, please contact Vertexer immediately so that we may have the opportunity to consider its removal. For clarity, Vertexer does not have any obligation to remove any User Content, and the interpretation of whether any User Content violates any Vertexer policy will always remain within the sole discretion of Vertexer.

Without limiting the generality of the foregoing, Vertexer reserves the right (but is under no obligation) to remove any Job Posting that directly or indirectly discriminates against Job Seekers. Direct discrimination means, for example, that a Job Posting specifically makes clear that only Job Seekers matching a certain criteria are wanted, thereby excluding others because of, for example, their gender, race, sexual orientation, age or disability. Indirect discrimination means, for example, that a Job Posting implicitly excludes certain classes of Job Seekers by making it impossible for them to qualify for the job requirements. You understand and agree that it is your responsibility to refrain from posting any Job Posting that directly or indirectly discriminate against Job Seekers or otherwise violate applicable law.

Please note: Section 230 of the U.S. Communications Decency Act provides that:

  1. Treatment of publisher or speaker

    No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.

  2. Civil liability

    No provider or user of an interactive computer service shall be held liable on account of-

    1. any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or
    2. any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1)

People

Individual User accounts on Vertexer include a feature called “People” which is list of an individual user’s contacts and associated notes that an individual user may create and associate with user’s contacts.

As established elsewhere in these Terms, all content, including content in the “People” section, is owned by Vertexer.

Permissions to view and edit content in the People section shall be as follows:

  • Once he or she has created an account on Vertexer, user shall have the sole power to edit and update core personal data such as address, phone number, place of work, status, etcetera. These updates will supersede and replace any information in other users’ contact list / “People” entries regarding the user.
  • A users’ Notes regarding a contact in their contact list are private and cannot be viewed or edited by anyone else, including the person who is the subject of the notes.

To illustrate the above, if John Doe is one of the individuals in the contact lists of Jane Doe and Sally Smith: a) John has the sole power to update his address, place of work, and other personal information, and these updates will be registered in Jane and Sally’s views of John’s information in their contact lists; b) Jane’s notes about John can only be created, updated, and viewed by Jane, and Sally’s notes about John can only be created, updated, and viewed by Sally.

Feedback

If you, through your evaluation or otherwise, provide any Feedback, you hereby grant to Vertexer a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, transferable right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such Feedback for any purpose without restriction. You agree that Vertexer may disclose any or all Feedback to any third party in any manner, and you agree that Vertexer may sublicense any or all Feedback in any form to any third party without restriction. By providing any Feedback, you agree that your provision of such Feedback is gratuitous, unsolicited and without restriction, and will not place Vertexer under any fiduciary, confidentiality or other obligation, and that we are free to use such Feedback without any additional compensation to you, and free to disclose such Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by accepting any Feedback, Vertexer does not waive any rights to use similar or related ideas previously known to Vertexer, or developed by its employees, or obtained from sources other than you.

Aggregate Data; Use of Your Content

You hereby grant to Vertexer a right to use Your Content to create anonymized aggregated data, industry reports and/or statistics (“Aggregate Data”) to be used for Vertexer's business purposes and industry reporting and education; provided, however, that such Aggregate Data will not: (a) personally identify you, any other user or any other individual; or (b) otherwise enable a third party to determine which portion of the Aggregate Data is attributable to you. As between the parties, Vertexer will own all right, title and interest in and to the Aggregate Data.

Regardless of whether you are an Employer or Individual User, when you send, store or receive materials (including Job Postings, resumes, and messages) through or using the Site, Vertexer may, for example, use such materials for data analysis, quality control, or to refine the Site or any other Vertexer product or service (including to provide better search results and other listings for Individual Users and Employers), whether via automated means or otherwise. When you send, store or receive materials through or using the Site, Vertexer may also inform an Individual User that an Employer has taken an action with regards to an Individual user’s application such as opening the application, viewing the application and making a decision with regards to the application, and you hereby consent to Vertexer taking such actions. Vertexer assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any Job Posting, career site, job solicitation, screener question, answer to screener question, resume information you post, send or receive through the Site. If you see any inaccuracy in any such material, it is your responsibility to correct such information or to contact Vertexer to do so. Vertexer does not promise to correct any inaccuracy.

Regardless of whether you are an Employer or Individual User, Vertexer may use application materials (including resumes and responses to screener questions) to determine whether the words of any Individual User’s resume and answers to screener questions match the words of a Job Posting, and vice-versa. Regardless of whether you are an Employer or Individual User, you agree and consent that Vertexer may differentiate those matching resumes and screener questions from those that do not match, and presenting them to Employers as matches or not matches. Vertexer may also use such information in order to improve the Site or any other Vertexer product or service (including by displaying or otherwise making available potentially relevant Job Postings and resumes to Individual Users and Employers).

User Responsibility

You will engage in all undertakings related to these Terms in a professional manner in accordance with industry standards. Without limiting the foregoing, you will comply at all times with all applicable laws and regulations of any jurisdiction where you act in performance of these Terms, including: (a) laws on background checks; (b) data protection laws; and (c) U.S. and foreign anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA). You, your agents, or anyone acting on your behalf may NOT offer, promise or provide any item of value, pay bribes or make improper payments to public officials directly or indirectly in order to: obtain new business, retain existing business, and/or secure any improper advantage. Any accepted local practices to the contrary are inapplicable.

User Interactions

You are solely responsible for your interactions with other Users of the Service and any other parties with whom you interact through the Services; provided, however, that Vertexer reserves the right, but has no obligation, to intercede in such disputes. You agree that Vertexer will not be responsible for any liability incurred as the result of such interactions. Vertexer will have final determination as to the outcome of any dispute related to the Service. You will indemnify Vertexer from a claim by any third party (including any User) related to your breach of these Terms.

Disclaimer

Disclaimer

Except as expressly provided herein and to the maximum extent permitted by applicable law, the service is provided “as is,” and vertexer makes no (and hereby disclaims all) warranties, representations, or conditions, whether written, oral, express, implied or statutory, including any implied warranties of merchantability, title, noninfringement, or fitness for a particular purpose, with respect to the use, misuse, or inability to use the service (in whole or in part) or any other products or services provided to you by vertexer. Vertexer does not warrant that all errors can be corrected, or that operation of the service will be uninterrupted or error-free.

  1. Except as expressly provided herein vertexer makes no warranty, representation or condition that: (1) the service will meet your requirements; (2) your use of the service will be uninterrupted, timely, secure or error-free; (3) the results that may be obtained from use of the service will be accurate or reliable; or (4) any errors in the service will be corrected. We do not guarantee in any way that any employer will fill a job posting or that a connector will find a job for a job applicant or obtain a certain amount (or any) revenue through the service.
  2. Any content downloaded from or otherwise accessed through the service is accessed at your own risk, and you will be solely responsible for any damage to your property or person, including your computer system and any device you use to access the service, or any other loss that results from accessing such content.
  3. You are solely responsible for all of your communications and interactions with other users of the service. You understand that vertexer does not make any attempt to verify the statements of users of the service.

Limitation of liability

Without limiting the foregoing, under no circumstances shall Vertexer or its affiliates, or its or their third-party licensors, be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its or their reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

Indemnity and Defense

You will defend, indemnify and hold harmless Vertexer and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms of Services; or (ii) your own website or other recruiting channels, the individuals you recruit, the jobs you post, any content you provide, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Connector Taxes or the collection, payment or failure to collect or pay Connector Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

Types of Damages

To the extent legally permitted under applicable law, in no event will either party be liable to the other party for any special, indirect, incidental or consequential damages, including damages or costs due to loss of profits, data, use or goodwill, personal or property damage resulting from or in connection with vertexer's performance hereunder or the use, misuse, or inability to use the service or other products or services hereunder, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if vertexer has been notified of the likelihood of such damages. In no event will vertexer be liable for procurement costs of substitute products or services.

Amount of Damages

The maximum liability of vertexer arising out of or in any way connected to these terms will not exceed the greater of: (a) one hundred dollars ($100.00); and (b) if you are an employer, vertexer’s share of the fees paid by you to vertexer during the twelve (12) months immediately preceding the claim. The foregoing limitation will not apply to the payment of placement fees owed to you. The existence of one or more claims under these terms will not increase vertexer's liability. In no event will vertexer's suppliers have any liability arising out of or in any way connected to these terms.

Basis of the Bargain

The parties agree that the limitations of liability set forth in this section will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the fees have been set and these Terms entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.

Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

Disputes

Disputes

Because Vertexer is neither the agent of Connector nor Employer for any purpose, except as set out in these Terms, Vertexer will not act as either party's agent in connection with resolving any disputes between users related to or arising out of any transaction. Where there is a dispute, Vertexer may work internally to resolve the issue to the satisfaction of both parties. Vertexer has no obligation to intercede in any dispute. You agree that Vertexer will not be responsible for any liability incurred as the result of any dispute, including for interceding in any manner or refraining from doing so. Vertexer will have final determination as to the outcome of any dispute related to the Service, should it choose to intercede. You will indemnify Vertexer from a claim by any third party (including any user) related to your breach of these Terms.

In the event of any dispute (whether between users or Vertexer and one or more users) arising out of or relating to these Terms or their breach, Vertexer may apply the following rules, in its sole discretion:

  1. Internal Resolution of User Disputes. Vertexer may require that the parties first refer the matter for consideration and solution to Vertexer. A user may request such proceeding by delivering to Vertexer a request for consideration that includes the relevant facts and sets forth the dispute in good faith. Unless otherwise agreed by the parties, a meeting or series of meetings as determined by the parties, shall commence in Lansing, MI at a site to be agreed upon by both parties, or electronically if so agreed, within seven (7) days of receipt of such request, or at a time agreed upon by the parties. In the event that the Vertexer executives or their designees who shall have full and final authority to resolve the dispute, are unable to resolve the matter within fifteen (15) days thereafter, or in the event that the other party refuses to participate in negotiations in good faith, then Vertexer may require that the parties proceed as follows or otherwise:
  2. Voluntary Facilitative Mediation. Vertexer may require that the parties agree upon a trained Voluntary Facilitative Mediator from the list of Voluntary Facilitative Mediators prepared by the U.S. District Court for the Western District of Michigan, or another mediator selected by agreement of the parties. The selected mediator shall generally follow the Federal Rules of Civil Procedure for the Western District of Michigan regarding Voluntary Facilitative Mediation. Such proceeding shall conclude within ninety-one (91) days after the selection of a mediator, unless otherwise agreed by the parties. Costs to conduct such Voluntary Facilitative Mediation shall be shared equally by the user or users subject to the dispute, and not by Vertexer, and each party shall be responsible for its own attorneys’ fees, costs and expenses, except that the users shall jointly and severally be responsible to reimburse Vertexer for its attorneys’ fees, costs and expenses. The Voluntary Facilitative Mediation shall take place in Lansing, Michigan at a site designated by Vertexer.
  3. Arbitration. Vertexer may require that any dispute, controversy or claim, connected with, or arising out of or related to these Terms or the breach hereof, including any question regarding its existence, validity, or termination, be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"), but not administered by the AAA except as Vertexer otherwise determines. The arbitration will be conducted by private party administration consisting of a single, independent and impartial arbitrator selected by Vertexer. The Arbitrator shall produce a reasoned written decision as the basis for its award. The parties agree that no awards of punitive damages may be made. Any counterclaims must be brought in the first filing by a party or shall be barred. The costs of such arbitration shall be paid by the user or equally by the users, but not by Vertexer, and each user shall be responsible for its own attorneys’ fees, costs and expenses, except that the users shall reimburse Vertexer for its attorneys’ fees, costs and expenses. The determination of the arbitrator shall be final and binding. The arbitration award may be entered as a final judgment in any court having jurisdiction thereon. The arbitration shall be held in Lansing, Michigan. Any dispute as to whether a controversy or claim is subject to arbitration shall be submitted as part of the arbitration proceeding.
  4. Compromise Negotiations. The dispute resolution procedures outlined in clauses (a) and (b) above constitute compromise negotiations for purposes of any applicable rules of evidence. Such procedures are confidential, and all written and oral submissions made in connection with them are transmitted for the sole purpose of facilitating a settlement. All conduct, statements, promises, offers, views and opinions, whether written or oral, made in the course of such procedures by any party, their agents, employees, or representatives are confidential and shall be deemed to be work product and privileged, and shall not be disclosed to any third person except by prior written approval from the parties or where required by law.
Applicable Law

These Terms, and any claim, dispute or controversy of whatever nature relating thereto, will be governed by the laws of the State of Michigan, without giving effect to any conflicts of laws and principles that require the application of the laws of a different jurisdiction. Any action or proceeding arising from these Terms, including any arbitration, must be brought in the state or federal courts located in Lansing. You and Vertexer each irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding. The laws of the jurisdiction where you are located may be different from Michigan law. The parties will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to their purchase and use of the Service hereunder.

The laws of the state of Michigan govern these Terms of Service and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Services. Each party consents that any dispute or claim relating in any way to this Participation Agreement or your use of the Services or Transaction Processing Services will be resolved by binding arbitration as described above, rather than in court, except that you may assert claims in a small claims court in Wayne County, Michigan if your claims qualify and you or we may bring suit in the state or Federal courts in Wayne County, Michigan to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Participation Agreement as a court would.

Class Action Waiver

By using the Site and in return for the services offered by Vertexer, you acknowledge that Vertexer can only offer you these services under the terms and conditions as presented herein. As partial consideration for your use of the Site and these services, you (either an Employer, Connector or Job Seeker) agree not to sue Vertexer as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against Vertexer regarding your use of the Site. Additionally, as a Job Seeker, your use of the Site is at no charge and you acknowledge that part of the price you are paying to use this Site is your acceptance of these terms of service including this Class Action Waiver. If you do not agree to any part of these terms, do not continue your use of the Site. Nothing in this paragraph, however, limits your rights to bring a lawsuit as an individual plaintiff, including in small claims court.

Claims of infringement

U.S. Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Vertexer infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information as required by 17 USC. § 512(c)(3)(A): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Vertexer to locate the material on the site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Vertexer a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent in writing to Vertexer Copyright Notice, 6433 Champion Grandview Way, Building 1, Austin, TX, 78750, USA (copyright @ Vertexer.com) (remove spaces when sending email). We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there are penalties for false claims under the DMCA.

Other Claims of Infringement. For claims of infringement that do not involve a U.S. copyright, please contact us via our Site contact form.

Termination

Term

These Terms will continue to apply until terminated by either you or Vertexer as set forth below (the “Term”).

Termination by You

If you want to terminate your agreement with Vertexer, you may do so by (a) notifying Vertexer in writing at any time; and (b) closing your accounts for the Service, where Vertexer has made this option available to you.

Termination by Vertexer

Vertexer may at any time terminate these Terms and your access to the Service by notifying you in writing at any time, for any or no reason, including if (a) you have breached any provision of these Terms or the provisions of a Service Level Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with these Terms or the Service Level Agreement); (b) Vertexer is required to do so by law (for example, where the provision of the Site or Service to you is, or becomes, unlawful); (c) the provision of the Service to you by Vertexer is no longer commercially viable; or (d) Vertexer has elected to discontinue the Site or the Service (or any part thereof).

Effect of Termination

Termination of your account includes: (a) removal of access to all offerings within the Service; (b) deletion of your password and all related information; and (c) barring of further use of the Service. Upon expiration or termination, you will promptly discontinue use of the Site and the Service. We reserve the right to terminate any Job Postings as a result of any such termination. Should the Employer terminate the Agreement or should Vertexer terminate the Agreement for causes described in 12.3 (a) or 12.3 (b) above, Employers will not be refunded any payments already made to Vertexer, including those made for hires. Should Vertexer terminate the agreement for causes described in 12.3 (c) or 12.3 (d), any payment obligations you have to Vertexer related to the Job Postings and hires will survive termination and remain due and payable. In addition, the sections titled IP Ownership; Payments and Financial Terms with respect to Employers’ obligations only; Content; Disclaimer; Limitation of Liability; Disputes; Claims of Infringement; Termination; Illegal Activity; and Miscellaneousof these Terms will survive any termination or expiration of the Terms as well as any other terms that by their nature ought reasonably to survive termination or expiration.

Illegal activity

Compliance with Laws; Fraud

The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Vertexer will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

Investigation

Vertexer has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. Vertexer also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. Vertexer reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

Disclosure of Information

Vertexer also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Vertexer's systems and customers, or to ensure the integrity and operation of Vertexer's business and systems, Vertexer may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content. Unless required by applicable law, Vertexer may make such disclosures without notifying the user whose information was disclosed.

Miscellaneous

Electronic Communication

The communications between you and Vertexer use electronic means, whether you visit the Site or send Vertexer e-mails, or whether Vertexer posts notices on the Service or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Vertexer in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Vertexer provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

Local Laws

Vertexer and its suppliers make no representation that the Service is appropriate or available for use in any particular location, particularly outside of the United States. You are solely responsible for compliance with all applicable laws, including export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.

No Assignment

Neither party will assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. These Terms will be binding upon the parties and their respective successors and permitted assigns.

External Sites

The Site contains links to other sites on the Internet which are owned and/or operated by third-party vendors and other third parties (the “External Sites”). You acknowledge that Vertexer is not responsible or liable for any such third parties or for the availability of, or the materials located on or through, any External Sites. You should contact the site administrator or webmaster for the applicable External Site if you have any concerns regarding such links or the materials located on an External Site.

In addition, Vertexer may provide you with links to certain third party sites that offer you services for your use or benefit. We may stop offering any such third party sites or services at any time. If you choose to use such third party sites or services, you enter into an agreement with such third party alone at your own risk. When entering into an agreement with such parties, you are giving them your data directly and your rights and their obligations are determined by their privacy policies and terms of service. We are not responsible for any content or services provided these third parties, and disclaim all liability from anything that may occur when you utilize such third parties. We are additionally not responsible for any payment that may be asked of you by such third party. You will be notified on the site that these are third party sites and services, and not Vertexer.

Registration; Contact Information

Some areas of the Site, including areas that may permit you to set up an Vertexer account, require you to register or provide an email address. If you so register, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (including your email address) and (b) be responsible for the confidentiality and use of your username and password, and not transfer or resell your use of or access to the Site to any third party. Vertexer is not responsible and disclaims all liability if your email is used improperly or falsely by a third party. In some instances, multiple users may be linked to the same account (“a Linked Account”). A Linked Account is created when the primary account owner of an Employer account invites other users to the same account. When using a Linked Account, all users within the same Linked Account have access to the communications and actions of all other users within the Linked Account, and you consent to such access.

We reserve the right at all times (but will not have an obligation) to terminate users or to reclaim usernames or URLs.

You agree that Vertexer may, as part of its services to you, communicate with you, or initiate communication with you on behalf of a third party, through your Vertexer account or through other means such as email, telephone (including mobile phone), or postal mail, including through the use of contact information that you may provide to Vertexer or that Vertexer may otherwise obtain from third-party sources. By providing Vertexer with a mobile phone number, you expressly consent to receiving communication via such mobile number.

However, since the Internet is not a secure environment, we cannot ensure or warrant the security of any information that you transmit to us. There is no guarantee that information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards. It is your responsibility to protect the security of your login information as described in these Terms.

Privacy of Others; Marketing

If Vertexer provides you with information about another user, you agree you will use the information only for the purposes it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the Services. Additionally, you may not use information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

Miscellaneous

A Connector’s relationship to Vertexer is that of an independent contractor, and neither party is an agent or partner of the other. Neither a Connector nor any other person has the authority to legally bind or otherwise represent Vertexer.

General Provisions

Entire Agreement

These Terms of Service, including any terms and conditions incorporated herein by reference, the terms of any applicable Beta Test Agreement (which is incorporated herein by reference), and the general terms and conditions of the Site, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

Except as otherwise expressly specified in these Terms, the rights and remedies provided to Vertexer are cumulative and in addition to any other rights and remedies available to such party at law or in equity. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Terms is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. The headings of Sections of these Terms are for convenience and are not to be used in interpreting these Terms. As used herein, the word “including” means “including but not limited to.” All notices required or permitted hereunder will be in writing, delivered personally, by email. All notices will be deemed effective upon personal delivery, or when received if sent by email or overnight courier. Either party may change its address by giving notice of the new address to the other party. Any delay in the performance of any duties or obligations of either party will not be considered a breach of these Terms if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

By accessing or using the Site, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users. The materials on the Site are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Vertexer’s proprietary rights in them.

You understand and acknowledge that Vertexer or its affiliates, or its or their licensors, owns all right title and interest to the Site and all proprietary rights associated therewith. Vertexer reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, or other indicia of ownership on the materials accessed through the Site, other than your User Content. Any use of materials or descriptions, any derivative use of the Site or its materials, and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event may you frame any portion of the Site or any materials contained therein.

Change of Address: If you have provided a billing address to us, and you change such billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be bound by this Agreement with the same Vertexer party for the remainder of the calendar month in which you made the change. Beginning on the first day of the next calendar month, you hereby agree that you will be bound by this Agreement with the applicable Vertexer party identified in the first paragraph of this Agreement with respect to such new territory.

Any notices to Vertexer must be sent to 208C East Grand River Ave Lansing, MI 48906 via certified first class or air mail or overnight courier, are deemed given upon receipt. Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in your Vertexer Account).

You may not assign or delegate any of your rights or obligations hereunder without Vertexer’s prior written consent and any such attempt is void. Vertexer may freely assign or delegate its rights and obligations hereunder without notice to you. Vertexer and you are not legal partners or agents, but are independent contractors.

No Agency; Third-Party Beneficiary

You and Vertexer are independent contractors and nothing in these Terms of Service will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from these Terms of Service is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms of Service. These Terms of Service and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Vertexer, you, and relying Employers or Connectors.

Severability

If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

No Waiver

Vertexer will not be considered to have waived any of its rights or remedies described in these Terms of Service unless the waiver is in writing and signed by the relevant party. No delay or omission by Vertexer in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Vertexer's failure to enforce the strict performance of any provision of these Terms of Service will not constitute a waiver of either party's right to subsequently enforce such provision or any other provisions of these Terms of Service.

Enforcement

When any Connector, Employer, or Job Applicant issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for users of our Service.

Survival of Agreement

The following Sections survive any termination of these Terms of Service:

IP Ownership; Payments and Financial Terms with respect to Employers’ obligations only; Content; Disclaimer; Limitation of Liability; Disputes; Claims of Infringement; Termination; Illegal Activity; and Miscellaneous.

Additional terms applicable to employers

Posting Jobs and Using the Service

All Job Postings must be for bona fide positions. By posting a job, you represent and warrant to prospective Connectors and Job Applicants that you have the right and ability to hire a person for the job posted, and that the Job Posting is accurate, current, and complete and is not misleading or otherwise deceptive.

When listing an item, you agree that:

  • You are responsible for the accuracy and content of the Job Posting;
  • Your Job Posting may not be immediately searchable by keyword or category for several hours (or up to 24 hours in some circumstances). Vertexer cannot guarantee exact Job Posting durations;
  • Content that violates any of Vertexer's policies may be deleted at Vertexer's discretion;
  • We strive to create a marketplace where Connectors and Job Applicants find what they are looking for. Therefore, the appearance or placement of Job Postings in search and browse results will depend on a variety of factors, including, but not limited to: ul.styledUnorderedList li Connector Fee and posting fee li Individual's location, search query, browsing site, and history; li Job location, Job Posting format, salary range, relevance to the user query, and other such factors; li Employer's history, including Job Posting practices, Employer ratings, Vertexer policy compliance, feedback, and li number of Job Postings matching the Individual User's query.
  • Accordingly, to drive a positive user experience, a Job Posting may not appear in some search and browse results regardless of the sort order chosen by the buyer.
  • Metatags and URL links that are included in a Job Posting may be removed or altered so as to not affect third-party search engine results.
  • We may provide you with optional recommendations to consider when creating your Job Postings. Such recommendations may be based on the aggregated performance history of similar filled and current Job Postings; results will vary for individual Job Postings. To drive the recommendations experience, you agree that we may display the performance history of your Job Postings to other users.

Communication Regarding Applicant Progress

Employer will proactively communicate the progress of a Job Posting either through reports from the Employer's Applicant Tracking System or a communication with equivalent information about specific Job Applicant's progress through the hiring process (e.g., when Job Applicants are interviewed and given a job offer). Employer will also disclose the details of any hires (such as interview data and start date) in a timely manner. Employer may communicate directly with Job Applicants who have applied and the Connectors who have recruited such Job Applicants, and may require Job Applicants to submit applications through Employer’s website and/or Applicant Tracking System provided that Ownership of the Job Applicant is still retained by Vertexer. Notwithstanding anything to the contrary in the Terms, Employers may use and disclose to service providers, agents, and vendors any Other User Content solely in connection with fulfilling a Job Posting (including as part of background checks).

Employer Name; Logo

Vertexer may use the Employer’s company name, logo, or other marks for the purposes of providing the services described herein.

Solicitation of Employees

During the term of these Terms and for a period of one year following its completion or termination, neither Employer shall not, directly or indirectly, in any capacity or manner whatsoever, solicit for employment or hire any employee of the other whose identity the individual responsible for the solicitation or hiring learned in connection with the Site or Services. The foregoing shall not prohibit general solicitations in the media or the hiring of anyone who responds to those solicitations.

Additional terms applicable to individual users

Revenue sharing and kickbacks

It will be considered a violation of these Terms of Service for anyone acting in the condition of Connector to share any proceeds of Connector Fees earned with the individuals they have recruited, or to in any other way provide compensation to individuals they have recruited, in exchange for the individual deciding to apply for the posted job for which the Connector has recruited them.

Likewise, it will be considered a violation of these Terms of Service for an individual to accept compensation of any kind from a Connector in exchange for applying for a job posted on Vertexer.

It will also be considered a violation of the terms for a Job Seeker to offer compensation to a Connector in exchange for that Connector recruiting or recommending him or her; likewise, it will be considered a violation of these Terms for a Connector to accept such compensation.

Engagement in the activities described above, and in any other activities designed to circumvent or undermine Vertexer’s process for vetting and supplying legitimate, bona fide Job Applicants to Employers shall be grounds for immediate termination of an individual’s Vertexer account, confiscation of any outstanding balance they may have in their Connector Account, a ban on future use of Vertexer’s Site and Services, and other measures Vertexer may deem warranted.

Prohibited back-channel communications

Job Applicants and Connectors risk disqualification for a given Job Posting and potentially being banned from Vertexer if they attempt to exert undue pressure on a Hiring Manager to take a certain action, such as selecting the Job Applicant to be interviewed, and/or if they attempt to contact the Hiring Manager through channels other than those provided and/or sanctioned by Vertexer for this purpose.

Terms applicable to connectors

Recruiting Job Applicants

From time to time, Connector may recruit individuals through the Service whose qualifications match the requirements for the Job Posting by sending a message through the Service alerting the individual to the Job Posting.

Vetting and Job Applicant Opt-in

By using the Service to recruit an individual for a posted job, the Connector agrees that he or she believes in good faith that the individual is qualified for the job and may be interested in applying for it. The Connector agrees to the fact that personal data about the Job Applicant, whether obtained from the Job Applicant or the Connector, or other means may be retained and used by Employer and neither Vertexer nor Connector controls such Employer or how it uses such data (or where such data is stored by the Employer).

Scope of Recruitment

The Terms cover only Job Applicants recommended through Vertexer and does not cover (and no fees will be paid for) any Job Applicant or resume that a Connector may provide outside of the foregoing process (including Job Applicants referred via email to the Employer or directly to hiring managers by resume or in any other form).

Connector Commitments

Connector Warranties

Connector represents, warrants and agrees that it will not:

  1. Use Vertexer's or the Employer's name and/or logo in any promotional materials or any other materials that Connector generates for their own purposes without prior written consent;
  2. Solicit any Job Applicant that they have placed at an Employer through Vertexer for employment opportunities within one year of placement with the employer through Vertexer or as long as the Job Applicant remains employed by the Employer
  3. Initiate contact with Employers currently using Vertexer outside of the Site or Services (including in a dispute, for any inquiries about active Job Postings or solicitations for the use of the Connector's direct services or placement of the Connector's Job Applicants outside of Vertexer) on matters related to Vertexer postings, provided that the foregoing will not prohibit communication initiated by the Employer;
  4. Make claims to be a direct representative, employee, or agent of either Vertexer or the Employer, and will not identify themselves as such in writing or via phone when communicating with Job Applicants; or
  5. Recruit for a posted job any individuals about whom it is aware of any restrictions that would prevent them from accepting employment with Employer, nor will Connector recruit an individual where Connector is aware of any basis upon which another search firm would be entitled to compensation by reason of the individual accepting employment with Employer.

Participation of Vertexer Employees

Employees of Vertexer and its affiliates are not permitted to participate in their personal capacity (i.e., not as Vertexer employees, representatives, or agents of Vertexer or its affiliates) in the transactions conducted through this Site, without Vertexer’s prior written consent. Vertexer employees will not receive compensation for referral activity when acting in their personal capacity. Vertexer employees shall not use their position to acquire or take advantage of any confidential information acquired through their position with Vertexer. Discovery by Vertexer of such behavior may result in banning the employee from using the site and/or other disciplinary measures to be determined by Vertexer, including termination of employment. Employees of Vertexer and its affiliates, when participating in any transaction in their personal capacity, are subject to these Terms of Service and the same procedures and guidelines unrelated to compensation.

Terms applicable to job applicants

Agreement to Terms of Service

Individual Users may use the Service to seek jobs for themselves as well as for others.

In addition, when you as an individual receive a Recruitment Message from a Connector through the Service and you confirm interest in the relevant Job Posting, or when you confirm any personal information about yourself on the Service, you agree to our Terms and any such information or content becomes Your Content and is subject to our Terms, regardless of whether or not you already have a Vertexer account and regardless of whether or not you choose to create a Vertexer account in the future. We reserve the right to modify, reformat or remove certain components of Your Content to enable Your Content to be used in the Service.