Terms & Conditions Agreement for Fairygodboss Services
December 5, 2018
Fairygodboss, Inc. ("Fairygodboss", "us", or "we") through the Fairygodboss sites, including https://www.Fairygodboss.com as well as our mobile sites, partner sites and native apps (together as the "Sites"), provides services related to sharing information about employers, salaries, culture and benefits (the "Services", as further defined below)
If you sign up for additional features and services that are governed by additional terms and conditions, we will inform you accordingly when you sign up for these additional features and services. Unless otherwise provided by the additional terms and conditions, they are hereby incorporated into this Agreement by reference.
Please read this Agreement carefully before using the Services or parts thereof. This Agreement is a legally binding agreement between you (the individual using the Services, not on behalf of any Company for which they are used) and Fairygodboss. If you represent a company or organization that wishes to use the Fairygodboss Services you can find out more about Employer Partnership Program here.
By accessing and using the Services, you will comply with and be bound by this Agreement, whether you are visiting the Sites ("Visitor") or you are a "Member" (which means that you have registered on the Sites). The term "User" refers to both Visitors and Members (you, together with Fairygodboss are sometimes referred to as the "Parties"). Fairygodboss reserves the right to change, update or modify this Agreement at any time without prior notice. As a result, you should review this Agreement every time you use any of the Sites. If you do not agree to the terms of this Agreement, you may not use the Sites.
"Content" means any work of authorship or information, including Employment Information, comments, opinions, postings, messages, text, files, images, photos, works of authorship, e-mail or other materials.
Your Fairygodboss Account
In order to utilize certain parts of the Services (and to become a Member), you must create a Fairygodboss account on the Sites ("Account"). In order to create an account you must provide certain information and opinions regarding a current or former job or employer ("Employment Information"). Any Account you have created by registering on the Sites may be deleted without warning for any reason or no reason, for example, if in our sole discretion you breach any term, representation or warranty of this Agreement or any representation or warranty you make is inaccurate.
Username and Password. When you sign up to become a Member, you will also be asked to choose a user name and password for your Account. You are entirely responsible for maintaining the confidentiality of your password and you should not share it with other persons. You will not use the Account or password of another Member at any time. You will notify us immediately if you suspect any unauthorized use of your Account or access to or use of your password. You are solely responsible for any and all use of your Account including activities by other persons.
Ownership and Use of Services
Your Grant and Use of the Services Generally. We do not claim ownership in any content that you upload, provide, make available or otherwise transfer or upload ("post") on the Services but in order to legally provide our Users with the Services we must have certain rights to use such Content in connection with the Services, as set forth below. In return, we also grant you certain use rights as set forth in the section entitled Fairygodboss Content to the Content that we (or our licensors) own and use to provide the Services to you and other Users. By posting any Content to the Services, you hereby grant to us an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, perform, display, create derivative works of, and distribute such Content in any and all media (now known or later developed) throughout the world. Fairygodboss reserves the right to display Content you post to the Services under anonymized usernames, for instance, if your username includes information that Fairygodboss believes, in its sole discretion, could be used to link you, as an individual, to your Content. Additionally, Fairygodboss reserves the right to aggregate your Content with the Content of other Users and publish reports, press releases, articles or other publicly available media in any manner it may choose, which such manner may consist of inclusion of your Content in such publicly available media on an anonymized basis. No compensation will be paid or is required with respect to this grant. You should only post Content to the Services that you are comfortable sharing with others under the terms and conditions set forth herein.
Fairygodboss Content. The Services contain Content provided by us and our licensors ("Fairygodboss Content"). We and our licensors (including other Users) own and retain all proprietary rights in the Fairygodboss Content and we own and retain all property rights in the Services. Provided you are a User, and subject to the terms and conditions of this Agreement, Fairygodboss hereby grants you a limited, revocable, non-sublicensable license under the intellectual property rights licensable by us to download, view, copy and print Fairygodboss Content from the Services solely for your personal use in connection with using the Services. Nothing in this Agreement shall be interpreted to grant any licenses in any Fairygodboss Content aside from those explicitly granted herein.
Content from Users. Content from other Users, advertisers, and other third parties is made available to you through the Services. Because we do not control such Content, (a) we are not responsible for any such Content, including advertising and information about third party products or service, employer and salary-related information provided by other Members through Employment Information and (b) we make no guarantees about the accuracy, currency, suitability or quality of the information in such Content and we assume no responsibility for unintended, objectionable, inaccurate, misleading or unlawful Content made available by other Users, advertisers and third parties.
Responsibility. Your interactions with other Users on the Services or with advertisers, including payment and delivery of goods or services and any other terms, conditions, warranties or representations associated with such dealings are solely between you and the other User or advertiser. You acknowledge that we are not responsible for any loss or damage incurred as the result of any such dealings or with respect to any other User's use or disclosure of information about you that you have provided to publicly available sections of the Services. If there is a dispute between you and any third party (including any User), we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and other Users. You are solely responsible for Content you post to the Services and its accuracy. Fairygodboss takes no responsibility and assumes no liability for any Content posted to the Services by you or any third party.
Fairygodboss Member Interaction. You will not use any information obtained from the Services in order to harass, abuse or harm another person or in order to contact, advertise to, solicit or sell to any User without their prior explicit consent. In order to protect our Members from such advertising or solicitation, we reserve the right to restrict the number of communications which a Member may send to other Members and the sharing of any Content in any period to a number and amount which we deem appropriate in our sole discretion. Violations of this Section may result in the termination of your Account by Fairygodboss.
Acceptable Use and Prohibited Conduct
You are solely responsible for any and all Content that is posted through your Account on the Services and for your interactions with other Users.
Prohibited Content. You will not post any Prohibited Content or use any Prohibited Content in connection with the Services. "Prohibited Content" is Content that:
(i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or is pornographic or sexually explicit in nature;
(ii) bullies, harasses or advocates stalking, bullying or harassment of another person;
(iii) involves the transmission of "junk mail", "chain letters" or unsolicited mass mailing or "spamming";
(iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
(v) promotes, copies, performs or distributes an illegal or unauthorized copy of another party or person's intellectual property, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices or providing pirated music, videos or movies or links to such pirated music, videos, or movies;
(vi) is involved in the exploitation of persons under the age of eighteen (18) in a sexual or violent manner or solicits personal information from anyone under eighteen (18);
(vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy or providing or creating computer viruses or other harmful code;
(viii) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users;
(ix) except as expressly approved by us, involves, promotes or solicits for commercial activities provided by yours or of a third party;
(x) promotes contests, sweepstakes, barters, advertising or pyramid schemes;
(xi) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or similar software;(xii) contains information which would violate any confidentiality, non-disclosure or other contractual restrictions or rights of any third party, including any current or former employers or potential employers; or
(xiii) otherwise violates the terms of this Agreement or creates liability for us or is otherwise unacceptable within our sole discretion.Prohibited Conduct
You will not:
(i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell or create derivative works based on the Services or the Fairygodboss Content;
(ii) rent, lease, loan or sell access to the Services;
(iii) cover or obscure any banner advertisements on the Services or any Fairygodboss page via HTML/CSS, scripting or any other means
(iv) introduce software or automated agents to the Services or access the Service so as to produce multiple accounts, generate automated messages or to strip or mine data from the Services;
(v) interfere with, disrupt or modify any data or functionality of the Services;
(vi) use the Sites to solicit the performance of any illegal activity or other activity which infringes, misappropriates or otherwise violates the rights of Fairygodboss or others;
(vii) use the Sites in any manner that could damage, disable, overburden or impair any server or the network(s) connected to any server or interfere with any other party's use and enjoyment of the Sites;
(viii) attempt to gain unauthorized access to the Sites or any services, other accounts, computer systems or networks connected to any server or to any of the services, through hacking, password mining or any other means;
(ix) obtain or attempt to obtain any materials or information not intentionally made available to you through the Sites;
(x) frame the Sites or any portion thereof without the prior written consent of Fairygodboss;
(xi) use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology or reverse-engineer or use any similar and/or manual process, to access, acquire, catalog, store, reproduce, distribute or monitor any portion of the Sites or in any way reproduce or circumvent the navigational structure or presentation of the Sites;
(xii) take any action to interfere with, or disrupt the Sites, circumvent security measures or attempt to exceed the limited authorization and access granted to you under this Agreement;
(xiii) mislead Fairygodboss or third parties as to the origin of any Content that you or another person posts to the Sites;
(xiv) impersonate another User or person, including any of our employees or use a false identity or use a false e-mail address when creating an Account; or
(xv) remove any copyright, trademark or other intellectual property right notices contained in the Sites.
User Representations. You represent and warrant that:
(a) all information you provide to us, through the Sites or otherwise, including registration information and Employment Information (as defined below), is truthful and accurate;
(b) you will maintain the accuracy of such information;
(c) you are eighteen (18) years of age or older upon registration;
(d) your use of the Services is not and will not be defamatory, libelous or infringe the intellectual property rights, including but not limited to trademarks, copyrights patents, trade secrets, publicity rights, privacy rights and moral rights, of any third party;
(e) you own or otherwise have the right to post your Content without seeking the permission of a third party, or if such permission is necessary you have obtained it;
(f) you have the right to grant the licenses set forth in this Agreement;
(g) your use of the Services does not and will not violate any applicable law, order or regulation or any other obligation (including contractual obligation) you might have towards third parties or imposed upon you by law, contract or otherwise;
(h) by providing or posting your Content, you do not violate any confidentiality, non-disclosure or contractual obligations you might have towards a third party, including your current or former employer or any potential employer; and
(i) any Employment Information you provide, including about your current, past or potential status as an employee of a certain employer, is correct and complete in all material respects.
Third Party Websites
Disclaimer of Warranties
Fairygodboss endeavors to secure its sites by utilizing commercially reasonable security practices but it cannot guarantee that its services will be error-free or completely secure. Fairygodboss will attempt to provide the Services without interruption but the sites and all information, content, materials, products (including any software) and other services included on or otherwise made available to you through the Services are provided by Fairygodboss on an "as is" and "as available" basis unless otherwise specified in writing. Fairygodboss does not guarantee that you will be able to access the Services at any time of your choosing.
To the fullest extent permitted by applicable law, none of Fairygodboss nor any of its employees, owners, members, managers, partners, spokespersons, affiliates, agents, suppliers, sub-contractors or licensors, including their predecessors, successors and assigns (together as the “Fairygodboss Parties”) make any warranties of any kind and disclaim all warranties, oral or written, express or implied, as to the information, content, materials, products (including any software) or other services included on or otherwise made available to you through the Sites or Services or any warranties arising from course of dealing, course of performance or otherwise including any warranties of merchantability, fitness for a particular purpose, conformity to any representation or description, warranties that the Sites or Services are completely secure, error-free or the information or content contained thereon accurate, or warranties of non-interruption, non-interference or non-infringement, unless otherwise specified in writing.
Fairygodboss is not responsible for any of the actions or omissions of its Users, Members or Visitors, including the content of their posts to the Services.
Fairygodboss reserves the right to terminate your access to the sites at any time without cause or notice.
Availability of the Sites
You acknowledge that access to the Services will be provided over various facilities and communications lines, and information will be transmitted over local exchange and internet backbone carrier lines and through routers, switches and other devices (collectively, "carrier lines") owned, maintained and serviced by third-party carriers, utilities and internet service providers, all of which are beyond Fairygodboss's control. Fairygodboss assumes no liability for or relating to the integrity, privacy, security, confidentiality or use of any information while it is transmitted on the carrier lines or any delay, failure, interruption, interception, loss, transmission or corruption of any data or other information attributable to transmission on the carrier lines. Use of the carrier lines is solely at your risk and is subject to all applicable local, state, national, and international laws.
Except as expressly required or warranted under the Agreement to the extent permitted by law in no event will Fairygodboss be liable for failing to provide the Sites or Services under any theory of liability, whether in contract, tort, strict liability or otherwise.
Fairygodboss takes no responsibility for and disclaims any and all liability arising from any inaccuracies or defects in the communication lines, the internet or your internet service provider ("isp"), computer hardware or software or any other service or device that you use to access the Sites or Services.
Limitation of Liability
It is expressly agreed that in no event shall Fairygodboss be liable for any special, indirect, consequential, or exemplary damages, including but not limited to, reputational harm and any consequential damages therefrom, loss of profits or revenues, interruption of business, loss of use, or consisting of, arising from or relating to loss of information or data whether a claim for any such liability or damages is premised upon breach of contract, breach of warranty, negligence, strict liability or any other theory of liability, even if we have been apprised of the possibility or likelihood of such damages occurring. Fairygodboss disclaims any and all liability for erroneous transmissions and loss of service resulting from communication failures by telecommunication service providers or the sites. You expressly agree that your use of the Services is at your sole risk.
Fairygodboss will not be liable for any damages of any kind arising from the use of any Fairygodboss Services, or from any information, content, materials, products (including software) or other services included on or otherwise made available to you through any of the Services, including direct, indirect, incidental, punitive and consequential damages, unless otherwise specified in writing.
Notwithstanding anything to the contrary contained herein, where permitted by applicable law, you agree that our liability to you for any damages arising from or related to your use of the Services (for any cause whatsoever and regardless of the form of the action) will at all times be limited to one hundred U.S. dollars ($100).
Because some jurisdictions do not allow the exclusion or limitation of certain warranties, conditions or categories of damages, certain of the above exclusions or limitations may not apply to you. In such jurisdictions, Fairygodboss’s warranties, conditions and liability are limited to the fullest extent permitted by law.
You agree to indemnify, defend, and hold harmless Fairygodboss and our affiliates, officers, members, managers, owners, spokespersons, and agents, from and against any claim, cost or liability, including reasonable attorneys' fees, arising out of: (a) your use or misuse of the Services; (b) any breach by you of any representations, warranties, covenants or agreements contained in this Agreement; (c) the actions of any person gaining access to the Services under a user identification or account assigned to or created by you; (d) the actions of anyone using a user identification or account, password or other unique identifier assigned to you that adversely affects the Services or any information accessed through the Services, including but not limited to a security breach; and (e) your negligent or willful misconduct.
You acknowledge that, pursuant to the Digital Millennium Copyright Act ("DMCA"), Fairygodboss may respond in accordance with the requirements of the DMCA to "take-down" notices from third parties that allege that the inclusion in or our Services or on Fairygodboss systems of information which you provide violates their copyrights. In so doing, Fairygodboss may elect to remove (or require you to remove) such allegedly infringing information from the Services and/or Fairygodboss systems unless you object to the allegation of infringement, in which case Fairygodboss in its sole discretion may elect to maintain or restore the allegedly infringing information to the Services and/or Fairygodboss systems pending the outcome of litigation which you may institute against the alleged copyright owner pursuant to the DMCA. You will cooperate fully with Fairygodboss to assure compliance with the DMCA upon receipt by Fairygodboss of any "take-down" notice issued by any third party and in so doing to promptly inform Fairygodboss whether you object to any such "take-down" notice and, if so, whether you will institute litigation to challenge the allegations of copyright infringement.
Notice and Procedure for Making Claims of Copyright Infringement
Fairygodboss respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Fairygodboss’s copyright agent the written information specified below:
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• A description of the copyrighted work or works that you claim have been infringed upon;
• A description of where the material that you claim is infringing is located on the site;
• Your address, telephone number and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Fairygodboss's Copyright Agent for notice of claims of copyright infringement on the Fairygodboss's Sites can be reached as follows:
15 W 38th Street, 5th fl.
New York, NY 10018
ATTN: DMCA Copyright Agent
Email notifications may be sent to dmcaagent@Fairygodboss.com
Please note that this procedure is exclusively for notifying Fairygodboss that your copyrighted material has been infringed.
Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God 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.
Release. To the maximum extent permitted by applicable law, you hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that are either directly or indirectly related to or arises from (i) the actions, including the Content of any posts, of other Users, (ii) any of your interactions with other Users, or (iii) your participation in any of our offline events.
Governing Law, Arbitration and Waiver of Class Action. This Agreement shall be governed by the internal laws of the State of New York without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. For any disputes not subject to the arbitration provisions below, you will to submit to the personal jurisdiction of the state courts located within New York County and the federal courts in the Southern District of New York.
By entering into this agreement, you and Fairygodboss are each waiving the right to trial by jury or to participate in a class action lawsuit. Any claim or dispute in connection with this Agreement shall be resolved in a cost effective manner through binding non-appearance-based arbitration on an individual basis. The arbitration shall be initiated through an established alternative dispute resolution provider mutually agreed upon by the parties. The alternative dispute resolution provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction; d) the arbitrator may award any remedy available under applicable law or at equity; and e) each Party shall bear their own expenses at arbitration, except that a prevailing party shall be entitled to recover reasonable legal fees, costs, and expenses incurred as part of the arbitral proceeding. You hereby affirmatively consent to the dispute resolution and arbitration process described herein and waive all defenses or objections thereto, whether based on personal jurisdiction, forum, venue, service, or otherwise. Any and all personal appearances related to arbitration will take place in New York County, New York. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our intellectual property rights or in response or anticipation to any of your breaches of this Agreement in any court of competent jurisdiction.
YOU HEREBY KNOWINGLY AGREE THAT ANY PROCEEDING, IN COURT OR BEFORE ANY OTHER COMPETENT TRIBUNAL, INCLUDING AT ARBITRATION IF APPLICABLE, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU HEREBY ACKNOWLEDGE THAT BY AGREEING AND ACCEPTING THIS TERM, YOU ARE WAIVING YOUR ABILITY TO JOIN A CLASS ACTION AGAINST FAIRYGODBOSS.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the Parties in connection herewith.
No Oral Modification. This Agreement shall not be revoked, rescinded, amended, or modified as to any of its terms or conditions except by a writing signed by the Parties hereto.
Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, administrators, executors, successors and assigns. You may not assign this Agreement without the prior written consent of Fairygodboss.
No Waiver. The failure of any Party at any time or times to require performance of any provision hereunder shall in no way affect the right of such Party at a later lime to enforce the same. The rights and remedies conferred upon the Parties hereto shall be cumulative, and the exercise or waiver or any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. The waiver of any right or remedy hereunder shall not preclude the subsequent exercise of such right or remedy.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by digital signature, or other digital process, including by any Party "clicking" the Accept button present on the a website or other digital site displaying this Agreement.
No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights, either express or implied, upon any person or entity, other than the Parties hereto and their respective successors, permitted assigns, heirs, executors, personal representatives, administrators, and legal representatives.
Severability. If any term of this Agreement is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability and all other terms hereof shall remain in full force and effect. To the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
Interpretation. The headings of the sections contained in this Agreement are solely for convenience or reference and shall not affect the meaning or interpretation of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
Prevailing Party. In any court action at law or equity which is brought by one of the Parties to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorney's fees, in addition to any other relief to which that Party may be entitled.
Notices. Any notice to be given under this Agreement shall be given, if to you, to the information provided by you when you registered your Account, and if to Fairygodboss, to firstname.lastname@example.org., or at any other notice address provided by either Party to the other Party in writing.
Copyright/Trademark Information. Copyright © 2019, Fairygodboss Inc. All rights reserved. Fairygodboss™ is a trademark of Fairygodboss, Inc. The trademarks, logos and service marks ("Marks") displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Mark.