1. Introduction. Please read this web page carefully. It contains the Terms and Conditions governing your access to and use of the Yellow Brick Road Web Site. If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Site. These Terms and Conditions are effective as of February 17, 2009.
2. Binding Agreement. These Terms and Conditions, together with all Exhibits to these Terms and Conditions (as they may be amended from time to time by Yellow Brick Road) form a binding agreement (the "Agreement") between you and Yellow Brick Road. Your access to or use of the Site indicates your acceptance of these Terms and Conditions. You are agreeing to use the Site at your own risk.
4. Acceptable Use of the Site.
4.1 General Use Rules. The Site is intended for individuals seeking employment and for employers or recruiters seeking candidates for employment. You may use this Site only for lawful purposes within the stated context of Yellow Brick Road's intended and acceptable use of the Site. Yellow Brick Road is the sole interpreter of the Site's intended and acceptable use.
4.2 License to Use by Users who are Job Seekers. Yellow Brick Road hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your personal use seeking employment opportunities for yourself. This authorizes you to view and download a single copy of the material on the Site solely for your personal, noncommercial use. You agree that you are solely responsible for the content of any Document you post to the Site and any consequences arising from such posting. Your use of the Site is a privilege. Yellow Brick Road reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.
4.3 License to Use by Users who are employers. Yellow Brick Road hereby grants you a limited, terminable, non-exclusive right to access and use the Site only for your internal business use seeking candidates for employment. This authorizes you to view and download a single copy of the material on the Site solely for your personal use directly related to using the Site for the purpose of searching and recruiting job prospects. You may not sell, transfer or assign any products or services or your rights to any products or services (including access to the Profile Database) provided by Yellow Brick Road to any third party without the express written authorization of Yellow Brick Road. You agree that you are solely responsible for the content of any Document you post to the Site and any consequences arising from such posting. Yellow Brick Road reserves the right to suspend or terminate your access and use at any time if Yellow Brick Road determines that you are in breach of any of these Terms and Conditions.
4.4 Other Specific Rules. You represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Site for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Site complies with these Terms and Conditions and all applicable laws.
4.5 House Rules for Posting, Conduct and Security. You agree to comply with the "House Rules" for posting, conduct and security on the Site, which are attached hereto as Exhibit A.
5. Intellectual Property Rights. The Site and all right, title and interest in and to the Site is the sole property of Yellow Brick Road or its licensors, and is protected by U.S. copyright and international treaties. Except for the limited licenses expressly granted to you in these Terms and Conditions, Yellow Brick Road reserves for itself and its licensors all other right, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content, or use it in any other way for public or commercial purpose. This includes copying or adapting the HTML code used to generate Web pages on the Site. "Yellow Brick Road," the Yellow Brick Road design logo and certain other names or logos are service marks or trademarks of Yellow Brick Road, and all related product and service names, design marks and slogans are the service marks or trademarks of Yellow Brick Road. In addition, the "look" and "feel" of the Site (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by Yellow Brick Road's trademarks, service marks and copyrights. All other product and service marks contained on the Site are the trademarks of their respective owners.
6. Disclaimers and Limitations on Yellow Brick Road's Liability.
6.1 Allocation of Responsibility Yellow Brick Road assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users. Yellow Brick Road acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Documents posted by Users. If notified by a User of a Document which allegedly does not conform to this agreement, Yellow Brick Road may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such Document. Yellow Brick Road has no liability or responsibility to Users for performance or nonperformance of such activities. Yellow Brick Road may take any action with respect to User submitted information that it deems necessary or appropriate, in its sole discretion.
6.2 No endorsements by Yellow Brick Road. Nothing on the Site shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.
6.3 No Guaranty of Results. Yellow Brick Road is not an employment agency or a recruiting firm, and makes no representations or guarantees regarding the effectiveness or timeliness of the Site in meeting the employment objectives of Users. Yellow Brick Road does not guarantee that Documents posted by Users will result in candidates being hired or positions being filled, and is not responsible for any employment decisions, for whatever reason made, made by any User.
6.4 WARRANTY DISCLAIMERS
(a) THE SITE IS PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YELLOW BRICK ROAD, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. YELLOW BRICK ROAD MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE.
(b) Without limitation on the foregoing:
(i) YELLOW BRICK ROAD DOES NOT WARRANT THAT THE SITE WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, YELLOW BRICK ROAD IS NOT RESPONSIBLE FOR THOSE COSTS.
(ii) Yellow Brick Road makes no representations or guarantees regarding the truthfulness, accuracy, completeness, timeliness or reliability of any Documents posted by Users, or of any other form of communication engaged in by Users. Documents may contain inaccuracies or typographical errors. You agree that any reliance on Documents posted by Users, or on any other form of communication with Users, will be at your own risk.
(iii) Yellow Brick Road makes no representations or guarantees regarding the Content of the Site, including, but not limited to, broken links, inaccuracies or typographical errors.
6.5 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.
(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE, THE INTERNET GENERALLY, AND THE DOCUMENTS YOU POST OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE SITE.
(b) IN NO EVENT SHALL YELLOW BRICK ROAD (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITE AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YELLOW BRICK ROAD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN YELLOW BRICK ROAD'S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.
(d) IN NO EVENT SHALL YELLOW BRICK ROAD (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF US$200.00 (OR, IF YOU ARE AN EMPLOYER WITH A SERVICES AGREEMENT WITH YELLOW BRICK ROAD, THE AMOUNTS ACTUALLY PAID BY YOU TO YELLOW BRICK ROAD UNDER THIS AGREEMENT IF GREATER THAN US$200.00).
(e) Due to the nature of this Agreement, in addition to money damages, you agree that Yellow Brick Road will be entitled to equitable relief upon a breach of this agreement by you.
7. Payment of Services upon Termination of Service Agreement. If at any time during the course of this Agreement you should terminate a Service Agreement in which these Terms and Conditions have been incorporated by reference, not to include your termination in the case of breach of this Agreement or the Service Agreement by Yellow Brick Road, Yellow Brick Road shall reserve the right to receive all payments from you for the Services used by you up to termination and for fifty percent (50%) of the remaining unused portion of the Service Agreement.
8. Links to Other Sites. Yellow Brick Road contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by Yellow Brick Road of the contents on such third-party web sites. Yellow Brick Road is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.
9. Amendments to this Agreement and Changes to Site. Yellow Brick Road may revise this Agreement s at any time by updating this page. Changes will be binding on you on the date they are posted on the Site (or as otherwise stated in the any notice of such changes). Any use of the Site will be considered acceptance by you of the then-current Terms and Conditions (including any Exhibits thereto). If at any time you find the Terms and Conditions unacceptable, you may not use the Site any longer. Any new or different terms supplied by you are specifically rejected by Yellow Brick Road unless Yellow Brick Road agrees to them in a signed writing specifically including those new or different terms. Yellow Brick Road may change the Site at any time.
10. Indemnity. You agree to defend, indemnify, and hold harmless Yellow Brick Road (and its officers, directors, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Site, any Document posted by you, or your breach of this Agreement. Yellow Brick Road shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
12. Questions and Notices. Questions concerning the use of the Site should be directed to Feedback. Notices shall be sent, for Yellow Brick Road, to the address listed on the Site, and, for you, to the address submitted by you or such other address as Yellow Brick Road reasonably determines is an appropriate address for you.
13. General. Yellow Brick Road contact information is listed on the Site. The Yellow Brick Road makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries, and such persons have no right to access or use the Site. If you access Yellow Brick Road from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. This Agreement and your Service Agreement, if you have one, are governed by the internal substantive laws of the State of Illinois, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this Agreement or your Service Agreement shall lie exclusively with the state or federal courts in the State of Illinois. The sole relationship between You and Yellow Brick Road is that of independent contractors. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. All provisions of this Agreement shall survive termination except those granting access or use to the Site, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided by Yellow Brick Road in a particular "Legal Notice," or software license or material on particular Web pages of the Site, this Agreement and your Service Agreement where applicable, constitute the entire agreement between you and Yellow Brick Road.
Exhibit A -House Rules regarding Posting, Conduct and Security
Yellow Brick Road is the sole interpreter of these rules. Users who violate these rules may have their access and use of the Site suspended or terminated, at Yellow Brick Road's discretion. Yellow Brick Road reserves the right to change these rules in accordance with the amendment policy in the Terms and Conditions to which this Exhibit A is attached.
A1. Posting Rules:
(a) Your Document may not contain: (i) URLs or links to Web sites (to advertise your company or Web site, see our Advertising Info page.); (ii) copyrighted material (unless you own the copyright or have the owner's permission to post the copyrighted material); (iii) trade secrets (unless you own them or have the owner's permission to post them); (iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (v) keywords or white text keywords (including any words embedded in the Document and hidden from the User); (vi) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (vii) anything that is embarrassing or offensive to another person or entity.
(b) You may not use your Document(s) to: (i) impersonate another person, living or dead; (ii) post false, inaccurate or misleading information; (iii) post advertisements or solicitations of business (including, but not limited to, Email Processors, Project 21, franchises, "club memberships," distributorships, or anything requiring a monetary investment by the User, including a request for payment to obtain job listings); (iv) post chain letters or pyramid schemes; or (v) post opinions or notices, commercial or otherwise.
(c) Your Document(s) must contain sufficient detail to convey clearly to the User the nature and requirements of the job opportunity, or your qualifications as a candidate for employment. Documents that encourage the User to "email for more details" are not permitted. Documents from any third party charging a fee or restricting complete access to all resume information are prohibited.
(d) Job postings must be individual openings for traditional, W-2 or 1099 employees.
(e) Resume postings must contain the accurate resume of a living individual seeking employment on a full-time, part-time, or contractual basis on his or her own behalf.
(f) Yellow Brick Road is under no obligation to monitor the Documents posted on the Site, but it may monitor Documents at random. Documents found to violate the above Posting Rules may be removed at Yellow Brick Road's discretion.
A2. Conduct Rules:
(a) You may not respond to postings by other Users in any manner or for any purpose other than that which is expected (i.e., to apply for the job or to initiate further discussion with the candidate). Communications soliciting the employer's business by our competitors are prohibited.
(b) You may not send unsolicited commercial email to Users.
(c) Protect your password. You are responsible for maintaining the confidentiality of your information and password. You are responsible for all uses of your registration, whether or not authorized by you. If others use your password to post inappropriate material on the Site, you risk losing your access to the Site. You agree to notify Yellow Brick Road immediately of any unauthorized use of your registration and password.
(d) Report inappropriate postings or conduct to Feedback.
(e) You may not delete or revise any material posted by any other person or entity.
(f) If at any time during the term of this agreement Yellow Brick Road comes to the understanding that you: (i) misled Yellow Brick Road of your business practices and/or services, or(ii) purchased services that do not represent your precise business, Yellow Brick Road reserves the right to terminate this agreement.
(g) Yellow Brick Road is under no obligation to monitor the conduct of its Users, but it may investigate and respond when violations are reported.
A3. Security Rules:
(a) Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation: (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, "flooding", "mailbombing" or "crashing"; (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; (v) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability.
(b) Violation of these Security Rules may result in civil or criminal liability. Yellow Brick Road will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.