Welcome to the Terms of Service for Ambitions. This is an agreement (“Agreement”) between Ambitions. (“Ambitions"), the owner and operator of ambitions.co (the “Site”) and the Ambitions recruiting service (the Site and recruiting service collectively the “Service”), and you.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS SITE IN ANY WAY, INCLUDING USING THE SERVICE, CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE SITE, YOU REPRESENT THAT (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Ambitions, AND (C) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE EMPLOYER, AND TO BIND THAT COMPANY TO THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICE.
Throughout this document, the words “Ambitions,” “us,” “we,” and “our,” refer to our company, Ambitions, our Site or our Service, as is appropriate in the context of the use of the words. The term “Prospective Hire” will refer to users of our Service who are seeking employment and/or contractor opportunities through Ambitions. The term “Employer” will refer to a company or individual, as applicable that is interested in hiring Prospective Hires through the use of our Service. The term “You” refers to the individual, company or legal entity, as applicable, identified as the user when you register on the Site, either as or on behalf of a Prospective Hire or Employer.
Throughout this document “batch(es)” will refer to the periodic batch process offered through the Service that Prospective Employees will use to find new career opportunities. It is important to understand that these batches are non-binding and do not create any contractual obligations for either Prospective Hires or Employers. Batches merely allow Prospective Hires to meet Employers who may be interested in hiring them.
You agree to keep all information gained from using our Site confidential. You agree that (D) you will use any content submitted by Prospective Hires in accordance with applicable privacy and data protection laws; (E) you will not disclose the names, identities, or any content of any Prospective Hires listed for any batch, outside of your recruiting or hiring department; AND (F) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly disclose or disseminate any job offers which you become aware of through our Site or Service. Our Service may allow you to upload photos, resumes, projects and other information and may allow you to message or communicate in other ways with other users through our Service. Any information that you post, transmit or submit through our Site or Service will be referred to as “Content” throughout this Agreement.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY Ambitions IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the Site. We will also update the “Last Updated” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we may also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site (“Registered Users”) upon the later of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Ambitions may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service, and may rescind this agreement, without cost, penalty or cancellation indemnity, by sending us notice to that effect no later than 30 days after the change comes into force. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
2. Ambitions Description Of Service For Prospective Employees Ambitions is an online service that connects Prospective Hires with Employers through a non-binding batch interview request process for a Prospective Hire’s services. As a Prospective Hire, you have an opportunity to find a position with an Employer with transparency as to the role in each interview request. Additionally, your use of Ambitions is free, and the batch process is non-binding and does not create any contractual obligations between the Employer and the Prospective Hire. The batch only acts as a tool for Prospective Hires to explore opportunities without obligation. For Employers As an Employer, you have the opportunity to find qualified talent and reduce the costs involved with hiring and retaining such talent. You may submit interview requests ("Requests") for any Prospective Hire on our Service that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding employment contract. A Success Fee (as defined in Section 6 below) will only be collected from you in accordance with Section 6 after you have successfully hired a Prospective Hire. YOU UNDERSTAND THAT Ambitions DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME, AND IN ITS SOLE AND ABSOLUTE DISCRETION, USING AVAILABLE PUBLIC RECORDS), AND THAT YOU ARE RESPONSIBLE FOR (A) CONDUCTING ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE MAKING AN OFFER OF EMPLOYMENT TO A PROSPECTIVE EMPLOYEE, AND (B) COMPLYING WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED EMPLOYMENT OF ANY PROSPECTIVE EMPLOYEE.
3. Registration In registering for an account on the Site, you agree to (A) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form (“Registration Data”), and (B) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any Content that is untrue, inaccurate, not current, or incomplete, or Ambitions has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, Ambitions has the right to suspend or terminate your account and refuse any and all current or future use of the Site or Service. 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 shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by Ambitions, or if you have been previously banned from the Site or Service. Prospective Hire In order to use Ambitions as a Prospective Hire you must register and create a profile. The use of the Site and the Service is free for Prospective Hires. When registering with Ambitions, we may require you to provide us information such as your name, e-mail address, employment history, work experience, volunteer roles, side-projects and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third party service such as Github, LinkedIn, Facebook or Twitter to register. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service. Employer In order to use Ambitions as an Employer you must also register. Registration is free. When registering we may ask you for additional information related to your company and the types of Prospective Hires you are looking for. We may also allow you to use a third party service such as Angellist to register. We will review the information that you provided to us during the registration process and may also review any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests to, Prospective Hires that have posted their profiles on Ambitions.
5. Batch And Request Process Prospective Hire’s Role After a Prospective Hire has registered and created a profile on Ambitions, he or she will be able to create a listing for a batch using software made available by us through the Service. Prospective Hires are solely responsible for running their own batches. Employers will then have the opportunity to engage with Prospective Hires for their services through the Request process. By creating a listing and using the batch process, the Prospective Hire can see which Employers may be interested in hiring him or her. At the conclusion of the Request process the Prospective Hire may, but is not required to, contact any Employer that made a Request to him or her. All requests by Employers through our Site and Service are non-binding. The Prospective Hire agrees not to attempt to circumvent our Site and Service by independently attempting to communicate with an Employer that contacted or communicated with him or her on our Site or Service. Employer’s Role After an Employer’s registration has been accepted by us, the Employer will be able to browse the Prospective Hiress on our Site, communicate anonymously with these Prospective Hires, and submit preliminary non-binding Requests in response to batches conducted by Prospective Hires. If an Employer hires a Prospective Hire from our Site, the Employer will owe Successful Hire Fee (as defined in Section 6 below). Once an Employer has discovered a Prospective Hire on our Site or Service, the Employer agrees to communicate exclusively with the Prospective Hire through our Site and Service for the duration of the pre-batch, batch and Request process. The Employer and the Prospective Hire may use other means of communication during the hiring process. The Employer agrees not to attempt to circumvent our Site and Service by independently attempting to communicate and hire the Prospective Hire through alternative means after discovering the Prospective Hire on our Site or Service. Our Role Ambitions does not act as an agent for the purposes of the Request process. Ambitions merely provides Prospective Hires a location and the software tools to enable them to find and connect with Employers. Prospective Hires and Employers are solely responsible for any issues arising from the use of the Ambitions batch software, the Site, or their use of Service. Any agreements created between an Employer and a Prospective Hire are not binding on us. We are not liable for, or obligated to enforce, any agreements between an Employer and a Prospective Hire. You will not consider Ambitions, nor will Ambitions be construed as, a party to such transactions, whether or not Ambitions receives some form of remuneration in connection with the transaction, and Ambitions will not be liable for any costs or damages arising out of or related to such transaction. No contractual obligations are created for either the Prospective Hire or the Employer through the use of the Site or the Service. The Prospective Hire is not obligated to accept the highest Request or any Request at all. Additionally, Requests submitted by an Employer to a Prospective Hire through the Request process are not binding on the Employer. At the end of the Request process the Prospective Hire may choose which Employer, if any, he or she wishes to contact.
6. Payments And Refunds 6.1 For Prospective Employees; Covered Offers Ambitions is free for Prospective Hires. A Prospective Hire is required to promptly notify Ambitions if the Prospective Employee (A) accepts an offer of employment as an employee (an “Employment Offer”), whether for an indefinite or fixed term, (each, an “Employment Engagement”), (B) accepts an offer of engagement as a contractor (a “Contractor Offer”), whether for an indefinite or fixed term (each, a “Contractor Engagement”), (C) accepts an Employment Offer or a Contractor Offer within twelve (12) months after termination of an Internship (as defined below) of any duration;, with (1) an Employer who was identified by the Prospective Hire through the use of our Site or Service, or (2) from an Employer who identified the Prospective Hire through the use of our Site or Service; (D) accepts an Employment Offer made by an Employer during or within twelve (12) months after termination of a Contractor Engagement with such Employer (each, a “Covered Offer”). The date on which a Prospective Hire commences an Employment Engagement or Contractor Engagement is the “Start Date”. For Employment Offers for full time employment of an indefinite term, the Prospective Hire will receive a payment (the “Prospective Hire Payment”) based upon Ambitions’s employee bonus scale for the geographical region in which the Prospective Hire works for the Employer. The Prospective Employee Payment will be paid not later than 120 days after the Start Date. For the purposes hereof, an Internship shall refer to an opportunity for a Prospective Hire to work, as an intern or pursuant to a co-op arrangement, for an Employer for a fixed period of time to assess job skills and shall only apply to Prospective Hires that are enrolled in a university or graduate school. If you are a Prospective Hire who is using our Site and/or Service, you agree that (E) if you receive a Covered Offer, you shall promptly notify Ambitions of your Start Date, and the key terms of such Covered Offer (and notify Ambitions promptly should that Start Date or offer terms change at any time), (F) you shall provide Ambitions with (1) a copy of a fully executed Covered Offer employment/contractor offer letter, or (2) execute a document between Employer, Ambitions and Prospective Hire that states material terms, including, among other things, Start Date, promptly upon the signing of a Covered Offer employment/contractor offer letter between you and such Employer (the “Effective Date”), as requested by Ambitions, and (G) you will promptly notify Ambitions after termination of your Employment Engagement or Contractor Engagement as an employee, intern, coop employee or contractor, as the case may be, in the event that (1) an Employer terminates your Employment Engagement or Contractor Engagement based on unsatisfactory performance within ninety (90) days of the Start Date, or (2) you voluntarily terminate your Employment Engagement or Contractor Engagement within ninety (90) days of the Start Date. In the event that before the Start Date, either Employer or Prospective Hire elect not to begin the Employment Engagement or the Contractor Engagement contemplated by the Covered Offer, Prospective Hire shall promptly notify Ambitions and such Prospective Hire shall not be eligible for the related Prospective Hire Payment. In the event that within ninety (90) days of the Start Date (H) an Employer terminates your Employment Engagement or Contractor Engagement (other than as part of a reduction in force) or (I) you voluntarily terminate your Employment Engagement or Contractor Engagement, and (J) you have received the Prospective Hire Payment, then Ambitions is entitled to the return of the Prospective Hire Payment and you shall promptly return that Prospective Hire Payment to Ambitions. The foregoing the repayment amount is a debt immediately owed to Ambitions, and upon failure to pay, the Prospective Hire will reimburse Ambitions for any professional fees Ambitions incurs in enforcing such repayment obligation.
6.2 For Employers A. Fees 1. Contractor Fees In the case of a Prospective Hire engaged through a Contractor Engagement (“Contractor”) within twelve (12) months of the date on which the Employer first viewed the Prospective Hire on the Site, the Employer shall pay to Ambitions a fee equal to $5000 CAD in Canada, or $5000 USD outside of Canada unless otherwise agreed upon between Ambitions and Employer. 1. Success Fees Once we have accepted the registration of an Employer, the Employer will be able to make Requests and contact (through the Service) Prospective Hires listed on our Site and Service. If a Prospective Hires identified through use of our Service accepts a Covered Offer within twelve (12) months of the date on which the Employer first viewed the Prospective Hire on the Site, the Employer will be charged a Success Fee. For purposes of this Agreement, “Success Fee” shall refer to Upfront Success Fee, and shall be collected, as set forth below: In the case of an Employment Engagement, the Employer must elect to pay the Upfront Success Fee: Upfront Success Fee. The Employer may pay a Success Fee equal to $5000 CAD in Canada, or $5000 USD outside of Canada, which amount shall be due and payable thirty (30) days after the Start Date (the “Upfront Success Fee Option”); The Employer will owe Ambitions a Success Fee for any Covered Offer accepted by a Prospective Hire within twelve (12) months of the date on which the Employer first viewed the Prospective Hire on the Site, as defined above. B. Notice to Ambitions. Employers are required to promptly notify Ambitions once a Prospective Hire has accepted a Covered Offer and notify Ambitions of the Start Date for such Prospective Hire (including prompt notification of any subsequent changes in such Start Date.) Employers shall provide Ambitions with a document between Employer, and Prospective Hire that states material employment terms, including, among other things, Start Date promptly upon the Effective Date. In the event that before the Start Date, either Employer or Prospective Hire elect not to begin the Employment Engagement or Contractor Engagement contemplated by the Covered Offer employment/contractor offer letter, Employer shall promptly notify Ambitions and the Prospective Hire shall not be eligible for any Prospective Hire Payment. C. Fee Disputes, Timekeeping, Use of Ambitions Notwithstanding the foregoing, in the event of a Success Fee dispute if an Employer can establish that the Employer had an Active Process (as defined below) with the Prospective Hire before using our Site and Service (e.g., the Prospective Hire had already begun the interview process with the Employer and such process had not been terminated, or the Employer had received the Prospective Hire’s resume from an employment or recruiting agency or headhunter and the Prospective Hire was under active consideration by the Employer), the Employer may be exempted from paying the Success Fee. However, the final determination as to whether a Success Fee is owed by the Employer for an accepted Covered Offer will be at the sole discretion of Ambitions. For the purposes hereof, “Active Process” shall mean continuous direct, back & forth communication, in an active recruiting or hiring context where a decision to put a candidate on hold or reject the candidate has not been made, within the three (3) months prior to using the Site or Service for a Prospective Hire that exists in Employer’s applicant tracking system or that was submitted by an employment or recruiting agency. IF YOU ARE AN EMPLOYER who is using our Site and Service, YOU agree to the Success Fee provisions. If you do not agree with any of the provisions of this Agreement, please terminate your account immediately and cease using Ambitions. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. If an Employer circumvents our Site and/or Service after discovering a Prospective Hire through our Site and/or Service and subsequently hires or engages that Prospective Hire as either an employee or contractor within twelve (12) months of the date on which the Employer first viewed the Prospective Hire on the Site, the Employer will be liable to pay a Success Fee equal to $5000, Ambitions may, in its sole discretion, terminate the Employer’s account. D. For Membership Employers Employers accepted into our Membership program (individually a “Membership Employer” and collectively “Membership Employers”), will be charged an agreed upon monthly membership fee for the agreed upon number of months from the date of this Agreement (the “Membership Period”). During the Membership Period, the Membership Employer will be able to browse, Request, and contact (through the Service) and extend Covered Offers to Prospective Hires listed on our Site and Service. Unless otherwise agreed in writing, all Covered Offers accepted within the Membership Period will be subject to no additional fees, including Success Fees, beyond the monthly membership fee. Membership Employers are required to promptly notify Ambitions once a Prospective Hire has accepted a Covered Offer and notify Ambitions of the Start Date for such Prospective Hire (including prompt notification of any subsequent changes in such Start Date.) Membership Employers shall provide Ambitions with a document between the Membership Employer and Prospective Hire that states material employment or engagement terms, including, among other things, Start Date, promptly upon the Effective Date. In the event that before the Start Date, either the Membership Employer or Prospective Hire elect not to begin the Employment Engagement or Contractor Engagement contemplated by the Covered Offer. If a Membership Employer circumvents our Site and/or Service after discovering a Prospective Hire through our Site and/or Service and subsequently hires or engages that Prospective Hire as either an employee or contractor within twelve (12) months of the date on which the Membership Employer first viewed the Prospective Hire on the Site, the Membership Employer will be liable to pay a Success Fee equal to $5000 CAD in Canada, or $5000 USD outside of Canada, and Ambitions may, in its sole discretion, terminate the Membership Employer’s account. E. Payment Employer agrees to pay the Success Fees charged to Employer’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. An Employer choosing the Monthly Success Fee or the Membership option is required to pay Ambitions via Ambitions’ Invoice. Employer agrees to immediately notify Ambitions of any change it its billing address or any account information provided to Ambitions used for payment hereunder. All fees of any kind payable to Ambitions or to be paid by Ambitions pursuant to this Agreement will be in Canadian dollars (CAD) for companies headquartered in Canada, or United States Dollars (USD) for companies headquartered outside of Canada. F. Changes In Fees And Billing Methods Ambitions reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you. G. Refunds At Ambitions we value our customer’s satisfaction in using our Site and Service to hire great Prospective Employees. If (1) an Employer hires a Prospective Hire and terminates the Prospective Hire’s Employment Engagement or Contractor Engagement based on unsatisfactory performance within ninety (90) days of the Start Date, or (2) a Prospective Hire voluntarily terminates his or her Employment Engagement or Contractor Engagement within ninety (90) days of the Start Date, or (3) Prospective Hire does not start the Employment Engagement or Contractor Engagement because either Employer or Prospective Hire elects not to begin the Employment Engagement or Contractor Engagement contemplated in the Covered Offer (each, a “Termination Event”), upon written receipt and confirmation of such information, Ambitions will fully refund to the Employer the Upfront Success Fee related to the Prospective Hire who was the subject of the Termination Event if such Upfront Success Fee was paid by Employer prior to the Termination Event.
7. Limitations on Liability Through Ambitions’ Site and Service users of Ambitions may be able to post content about third parties. Ambitions is not liable to third parties for any content that has been posted or viewed on Ambitions’ Site or Service. For your convenience, the following are some important details of this Agreement that affect your rights and remedies: Our Site includes areas where Prospective Hires or Employers may post content about an individual or company. We are not responsible for the posting of this content; We are not liable for any contracts, contractual obligations or any other obligations that may arise by statute or operation of law, resulting from any employment or commercial relationship, whether attempted or formalized, between Prospective Hires and Employers; We are not required to or under any obligation to review, screen, edit, monitor, or remove any content posted on our Site, although we reserve the absolute right to remove, screen, or edit any content at any time and for any reason without any notice to you or any party affected; We take no responsibility and assume no liability for any user content that is posted, stored, uploaded, or transmitted via the Site or the Service, or for any loss or damages that may occur because of such user content including, but not limited to defamation, slander, libel, falsehoods, obscenity, or profanity; We take no responsibility and assume no liability for any claim, action, petition, demand for arbitration or lawsuit alleging injury or damage resulting from any use of the Site or Service, whether arising in tort or contract, law or equity; You agree not to hold any other user of Ambitions liable for any negative or critical comments, except that you are not obligated to release any other user who submits content that violates any terms of this Agreement or other policies stated anywhere on our Site; Ambitions is not liable under any circumstances to any user for any user content submitted, posted or transmitted by any other user, even if that content violates this Agreement or other policies stated anywhere on our Site, and Ambitions takes no action to remove that content or terminate that user’s account; Your ability to use or interact with this Site is a privilege, not a right, and we reserve the right to take any action that we deem proper, without notice, to prevent any violation, enforce any provision, or rectify any alleged violations, of this Agreement or any applicable law at our sole discretion. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL Ambitions BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT Ambitions HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY, RESULTING FROM (A) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (B) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (C) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL Ambitions BE LIABLE TO A PROSPECTIVE EMPLOYEE FOR MORE THAN THE GREATER OF (D) Ambitions’ SHARE OF THE SUCCESS FEE PAID BY THE PROSPECTIVE EMPLOYEE’S EMPLOYER, OR (E) $100, AS A RESULT OF THE PROSPECTIVE EMPLOYEE’S USE OF THE SITE AND/OR SERVICE. IN NO EVENT WILL Ambitions BE LIABLE TO AN EMPLOYER FOR MORE THAN Ambitions’ SHARE OF THE SUCCESS FEES PAID BY THE EMPLOYER FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH THE EMPLOYER FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR CONTRACTOR OFFER MADE BY EMPLOYER TO A PROSPECTIVE EMPLOYEE.
8. Intellectual Property Rights The design of the Site and the Service along with Ambitions created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Ambitions, subject to copyright and other intellectual property rights under United States, Canadian, and foreign laws and international conventions. Ambitions reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any content contained within the Site or through the Service unless we have given you express written permission to do so.
9. Licensing To Ambitions You hereby grant to Ambitions and its owners, affiliates, representatives, licensors, licensees and assigns (the “Ambitions Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section 9. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and we may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Ambitions at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to the Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to content from a variety of sources, and that Ambitions is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Ambitions. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Ambitions Parties with respect thereto, and agree to indemnify and hold the Ambitions Parties harmless to the fullest extent allowed by law regarding all matters related to your use of the Site and/or Service.
10. Disclaimer of Warranties THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS, AND AS AVALIBLE, FOR YOUR INFORMATION ONLY. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE Ambitions PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT, OUR SITE AND/OR OUR SERVICE, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, or NEGLIGENCE OR ANY OTHER TORT. THE Ambitions PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE. THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, REPRESENTATIONS OR CONDITIONS, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY IN FULL TO YOU. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.
11. Indemnity You agree to defend, indemnify and hold harmless the Ambitions Parties from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: your use of and access to the Site and/or Service; your violation of any term of this Agreement; your violation of any third party right, including without limitation any copyright, logo, trademark, service mark, trade name, property, or privacy right; any amounts awarded against or required to be paid by the Ambitions Parties resulting from a finding by a court or tribunal of competent jurisdiction that the Ambitions Parties are employers or related employers of any Prospective Employee or Contractor employed or retained by Employer; or any claim that any of the Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Site and/or Service. You also agree that you have a duty to defend us against such claims. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, settlements and disbursements.
12. User Content Portions of our Site may allow our users to create content which is user-generated. However, this is an online community so please be respectful and reasonable while communicating with others. Since third parties independently upload their content to our Site and our Service, we are not liable for any defamatory content posted on our Site if published by a third party. Although we may choose to edit or delete any clearly defamatory content, we are not required to, and we reserve any and all defenses for such speech made available to us by the applicable law
13. Choice Of Law This Agreement shall be governed by the federal laws of Canada applicable therein, without giving effect to any principles that provide for the application of the law of another jurisdiction.
14. Force Majeure You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
15. Severability, Headings In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. To the extent permitted by the applicable law, if two or more provisions of this Agreement are deemed to conflict with each other’s operation, Ambitions shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference only and will not be used in its construction and/or interpretation.
16. Non-waiver We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
17. Termination We may suspend the Site, the Service, or any portion thereof, or your account or any other provision of services to you, and we may terminate this Agreement, at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. If you wish to terminate this Agreement, you may do so by notifying Ambitions at any time and closing your account for the Service. Your notice should be sent in writing, in accordance with Section 19 below. Termination of the Agreement may result in the immediate deletion of any or all of the Content that you have submitted to Ambitions. Ambitions will not have any liability whatsoever to you for any suspension or termination, including for deletion of the Content. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, success fee provisions, warranty disclaimers, indemnity and limitations of liability.
18. Assignment You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
19. Notice Where Ambitions requires that you provide an e-mail address, you are responsible for providing Ambitions with your most current e-mail address. In the event that the last e-mail address you provided to Ambitions is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Ambitions’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Ambitions at the following e-address: email@example.com ATTN: Legal. Such notice shall be deemed given when received by Ambitions by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
20. Entire Agreement The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
21. Electronic Communications The communications between you and Ambitions use electronic means, whether you visit the Site or the Service or send Ambitions e-mails, or whether Ambitions posts notices on the Site or Service or communicates with you via e-mail. For contractual purposes, you (A) consent to receive communications from Ambitions in an electronic form; and (B) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Ambitions provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.