Terms of Service

Effective Date: November 8, 2022

SECTION 15 OF THIS TERMS OF USE AGREEMENT INCLUDES A MANDATORY AGREEMENT TO ARBITRATE, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF ANY OF THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT UNLESS YOU VALIDLY ELECT TO OPT OUT OF SUCH PROVISION. THE DISPUTES/ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. DO NOT ACCESS OR USE ANY OF THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY.

Welcome to the website and online services of GoCleared, LLC (“GCL” “we,” or “us”). This Terms of Use Agreement (this “Agreement”) is a legal contract between GoCleared, LLC and yourself (referenced herein with “you” or with “your”), which governs your use of and/or access to our Services (defined below).

This Agreement applies to all persons and entities who visit, use or access any of the Services (“Users”). By accessing or using the Services, you signify that you have read, understood and agree to be bound by the terms and conditions of this Agreement, whether or not you are a registered user, partner, or customer of the Services. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to enter into this Agreement on behalf of such employer or other entity and are able to bind such employer or other entity to the terms and conditions of this Agreement. This Agreement incorporates the GCL Privacy Policy.

We reserve the right to amend this Agreement (including the Privacy Policy) at any time by notifying you as provided in this Agreement. Your continued use of the Services after any such change constitutes your acceptance of the revised Terms of Use. If you do not agree to any of these terms of this Agreement, you are not permitted to use or access (or continue to access), the Services.

Which Websites Do These Terms of Use Apply To?

As of the Effective Date stated above, the websites covered by this Agreement include: www.gocleared.com and webpages GCL publishes that are associated with such domain name (collectively, the “Websites”).

Which Services are Covered by this Agreement?

This Agreement applies to your interactions with GCL through the following mechanisms, which are collectively referred to as the “Services”:

• On GCL Websites.
• Through email, chat or other online communications between you and GCL.

Types of Users:

• The word“you” will apply to visitors who browse GCL websites and individuals who access and use the Services on their own behalf and/or on behalf of an entity.
• Users that use the Services to search for prospective employees, view resumes, profiles, or curriculum vitae, and/or post and/or distribute job openings(“Job Advertisements”), on behalf of themselves and/or a third party are also referred to in this Agreement as a “Client”.

If you use GCL on behalf of an employer, organization, agency, institution, or other entity, then (a) “you” includes both you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.

• If you use the Services to register for job alerts or to search for or apply to Job Advertisements, we refer to you as, a“Job Seeker”.

1. USE OF THE SERVICES

By using the Services, you acknowledge that we do not have control over the quality, accuracy, completeness, veracity or legality of content provided by third parties. In addition, you acknowledge that we do not have control over the integrity, responsibility or actions of Job Seekers or Clients.

A. Eligibility

You must be at least eighteen (18) years of age or the age of majority in the jurisdiction in which you reside to use the Services, so that you can form a binding contract with GCL. If you are under the age of eighteen (18) or the age of majority, and you are permitted to work in the jurisdiction in which you reside, you represent that a parent or legal guardian has reviewed and agrees to this Agreement on your behalf. You may not use the Services if your use of the Services has been previously terminated or suspended by GCL, unless we have provided you with specific written authorization to re-use the Services.

B. Contact with You by Email

By providing GCL your email address, you consent to our using the email address to send you Service-related and other non-commercial notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers (to the extent permitted by the laws of the jurisdiction where you reside). If you have consented to receive email job alerts or marketing communications from us, we will send you such communications until you opt-out. If you do not want to receive job alert emails and/or marketing communications from us, you may opt-out or change your preferences by following the opt-out and/or unsubscribe instructions in the email message, or by requesting to be opted-out by emailing: businessaffairs@gocleared.com. Please note that opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Please note, that while you can opt-out of marketing messages and email job alerts, you cannot opt-out of service-related communications, including those related to security, legal notices, your account, your use of our Services, billing, and other transactional purposes unless you notify us that you wish to deactivate your account and stop using our Services.

C. User Accounts

The information in this section applies to all User accounts. If you sign up and/or create an account with GCL (in accordance with Section 8 below), you may control your profile information and how you interact with the Services by changing the settings on your account page. When creating your account or uploading information to the Services through your account, you represent and warrant that you will provide accurate and complete information. You are solely responsible for the activity that occurs under your account. You are expected to use “strong” passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your account.

You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that your account is personal to you and you agree not to provide any other person with access to the Services using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You understand that even if you notify us, you will be totally responsible for all activities that occur under your account. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use.

GCL may suspend or terminate your account and/or your access to the Services, or any portion of the Services at any time without notice to you, for any reason, including if in our sole discretion we determine that you have violated the terms of this Agreement (including in accordance with Section 1D and/or 6F below. Upon any such termination, all the provisions of this Agreement shall continue to survive except for any provisions that grant you access to any of the Services. You agree that we will have no liability to you for any termination or suspension of your access to the Services or your account, or the deletion of information contained within such account.

D. General Rules for Use of Services

You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the GCL servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that GCL grants the operators of public search engines revocable permission to use spiders to copy materials from the Websites for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited communications; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information from the Services, except as expressly permitted by certain features of the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xiii) disclosing or sharing login credentials; (xiv) reverse engineering or decompiling any parts of the Services; (xv) frame or link to any information or content on the Services; (xvi) post or submit any inaccurate, incomplete, or false biographical information or another person’s information; or (xvi) post or submit any material that is unlawful, illegal, defamatory, offensive, discriminatory, threatening, or obscene as determined by GCL.

We may, without prior notice, change any aspect of the Services; stop providing the Services or features of the Services; or create usage limits for the Services (for paid products and services). If any such change, cessation or limitation of the Services materially and adversely affects you, then you may terminate the Services on written notice to us. In the event of such termination, you will receive a pro-rata refund of any pre-paid fees pertaining to Services paid for, but not provided, as and if applicable. We may permanently or temporarily limit, condition, terminate or suspend your access to the Services or any features thereof, including if in our sole determination (acting reasonably) you breach or violate any provision of this Agreement, commit fraud or other abuse using the Services.

You are solely responsible for your interactions with other GCL Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. GCL shall have no liability for your interactions with other Users, or for any User’s action or inaction. GCL shall have no obligation to you to enforce this Agreement against any other User.

2. USER CONTENT AND USERS

A. Posting or Viewing User Content

The Services may allow Users to post and/or provide content that may be viewable by other Users, including, but not limited to, Job Advertisements, screening requirements, screening questions, screening criteria, company information, a job seeker’s application information, content of messages, resumes/CVs, logos, trademarks, comments, questions, and other content or information (“User Content”).

User Content is the sole responsibility of the person or entity that provided the User Content. You shall be solely responsible for your User Content and the consequences of posting, providing or publishing it.

B. Prohibited Types of User Content

The following list is intended to be illustrative of the types of User Content that are prohibited, but this is not an exhaustive list: You agree not to post or provide User Content that (i) may create a risk of harm to any person or property; (ii) provides instructional information about illegal activities; (iii) involves the transmission of junk or unsolicited mail or other communications, ‘phishing’ or ‘scamming’; (iv) provides links to material that is illegal or offensive, or targets or solicits personal information from anyone under the age of 18; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (viii) contains any information or content that is false, misleading, or otherwise deceptive; or (ix) violates the Intellectual Property Rights (as defined below) or rights of privacy of any third party. For the purposes of this Agreement, “Intellectual Property Rights” means patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. If you are a Client providing or submitting Job Advertisements, you further agree that such content will not contain any personally identifiable information.

C. No Warranties or Obligations

You agree that GCL makes no representations, warranties, promises or guarantees regarding any content provided or generated by third parties, including, without limitation, the content of messages, Job Advertisements and resumés. You further agree that GCL acts as a passive conduit for the distribution, provision, and publication of User Content, and has no obligation to screen or verify the accuracy, legality, legitimacy, truthfulness, or completeness of User Content, and accordingly, you accept that GCL is not responsible and has no liability for User Content.

You understand that you may be exposed to User Content that is inaccurate, incomplete, illegal, misleading, false, offensive, constitutes spam, or is otherwise unsuited to your purpose, and you accept that it is your responsibility to verify the quality, accuracy, truthfulness, legality or reliability of User Content, including, without limitation, resumes/CVs and Job Advertisements and content of messages. Your reliance on any User Content is at your own risk.

Notwithstanding the foregoing, although GCL has no obligation to screen User Content, to the extent that GCL becomes or is made aware of User Content that may or does (i) violate the terms of this Agreement or any other Agreement you have with GCL, or (ii) violate any law or regulation, or (iii) violate the rights of third parties, or (iv) create liability for GCL or otherwise negatively impact GCL, GCL reserves the right to reject and/or remove such User Content, and suspend and/or terminate any User Account associated with such User Content.

D. User Content and the U.S. Communications Decency Act

Please note Section 230 of the U.S. Communications Decency Act (“CDA”) (and the equivalent or similar laws in your jurisdiction) is intended to exclude or limit the liability of online service providers such as GCL, when such online service providers provide or make available access to third-party user generated content (see § 230 (c)(1) which states: 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).

The decision by GCL to remove or not post or distribute any User Content, does not by itself amount to participation in the creation of such User Content and, accordingly, does not constitute a waiver of the immunity afforded by the CDA. Additionally, § 230 (c)(2) of the CDA specifically provides: “No provider or user of an interactive computer service shall be held liable on account of (A) 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…”

E. User Interactions and Assumption of Risk

You understand and agree that GCL does not, and cannot, confirm that each User is who he/she/they claim to be. We are not responsible for authenticating Users and therefore it is your responsibility to conduct the appropriate due diligence before communicating or interacting with other Users, including, without limitation, Job Seekers, employers, staffing agencies, and recruiters. You assume all risks associated with Users with whom you come into contact. If you have any disputes or issues with any User you agree to pursue any remedies directly with the applicable User and you release GCL, its affiliates, its third party providers, and all of their respective employees, directors and agents from all claims, demands and damages of every kind (actual and consequential and direct and indirect) known and unknown, suspected and unsuspected, disclosed and undisclosed, to the fullest extent permitted by law.

F. Content Disclosure

GCL reserves the right to disclose User Content and any information related to the provider of such User Content, to third parties in connection with the operation and provision of the Services, to enforce the terms of any agreement that we have with you, to comply with legal obligations and requests from governmental authorities, law enforcement agencies, court orders, subpoenas, etc., and to protect the interests of GCL where necessary. For the avoidance of doubt, you agree that we have the right to disclose your identity to a third party who is claiming that any User Content you posted, provided or uploaded is fraudulent, false, or misleading or constitutes a violation of the law, or a violation of their intellectual property or ownership rights, or of their right to privacy.

3. USER CONTENT LICENSE GRANT

By posting, submitting, providing and/or otherwise making available any User Content, you expressly grant, and represent that you have a right to grant, to GCL, a royalty-free, sublicensable (through multiple layers of sublicensees), perpetual, transferable, non-exclusive, worldwide license to use, sell, reproduce, adapt, translate, sublicense, publicly perform, publicly display, and make derivative works from and otherwise exploit, all such User Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for the purposes of posting such User Content on the Websites, distributing such User Content through the GCL distribution and publishing network and in job alerts to job seekers, and to promote GCL and the Services. This license continues even if you stop using the Services.

If you are a Client, you acknowledge and agree that GCL has no obligation, and may be unable, to remove your Job Advertisements and other content (including any logos and/or trademarks contained therein) once they have been (i) distributed via the GCL distribution and publisher network, (ii) listed in search engine results, or (iii) distributed on websites and in job alert emails or job alert texts, or (iv) incorporated into fixed media displays of GCL or any third party, and in each case (i) to (iv) above, the license grant from you above will be perpetual and irrevocable for such uses. To the extent your User Content is a trademark, trade name, service mark or service name protected by law, the foregoing license also extends to the use by GCL to identify you as a User of the Services in any promotional and marketing materials to promote GCL and the Services. Further, to the extent you have given GCL the right to access certain User Content that is present on another website or service you own or control, you give GCL the right to scrape such website as required to retrieve such User Content for use on the Services as contemplated in the license grants above, notwithstanding any prohibition on scraping set forth in the terms of use or other contractual terms governing such website.

You represent and warrant that you have the rights, power and authority necessary to grant the rights described in this section to User Content that you submit, provide, make available or post, via the Services, that the use by GCL of your User Content will not violate any law or infringe the rights of any third party, and that your User Content and any other information that you provide to us is legal, complete, legitimate, truthful and accurate.

4. JOB ADVERTISEMENTS

You agree and acknowledge that if you are a Client and purchase credits to be used for Job Advertisements, the Job Advertisements must comply with any applicable specifications, conditions and limitations associated with such Job Advertisements, as set forth in the description of such credits prior to purchase. Any free credits for Job Advertisements provided to you must also comply with any such specifications, conditions and limitations, regardless of the fact that such credits were provided to you without charge.

5. OUR PROPRIETARY RIGHTS

This Agreement provides only a limited license to access and use the Services in accordance with the terms of this Agreement. Accordingly, you hereby agree that GCL transfers no ownership or intellectual property interest or title in and to the Services or any materials used in connection with the Services, including, without limitation, software, (including source code), programs, products, information, documentation, images, text, graphics, user interfaces, visual interfaces, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and content (the, “GCL Content”). All such GCL Content as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Services (except for Feedback) are exclusively owned, controlled, and/or licensed by GCL or its licensors or affiliates. GCL, the Website names and logos, and all other marks are proprietary trademarks of GCL and any use of such marks, including, without limitation, as domain names, account identifiers, or in connection with any search engine optimization practice(s), without the prior written permission of GCL is hereby strictly prohibited. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under, any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the GCL Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited.

If you participate in any evaluation regarding the Services or otherwise provide GCL suggestions, comments, ideas, opinions, recommendations for the modification, correction, improvement, or enhancement of the Services, or other feedback regarding the Services (collectively, “Feedback”). Such Feedback will be deemed to include a royalty-free, perpetual, irrevocable, transferable, sublicensable, and non-exclusive right and license for GCL to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on any such Feedback without additional approval or consideration in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary. To the extent permitted by applicable law, you waive any moral rights and irrevocably consent to any acts that would otherwise infringe your moral rights, in your Feedback. You agree not to provide any Feedback that is false or misleading or that breaches any agreement you have with a third party.

6. FREE TRIALS AND PAID SERVICES FOR CLIENTS

EXCEPT AS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND GCL, THE FOLLOWING TERMS WILL APPLY TO CLIENTS USING PAID SERVICES.

A. Billing Policies

Certain aspects of the Services may be provided for a fee. If you are a Client and elect to use a paid feature of the Services, you agree to the pricing and payment terms for the applicable Services, as we may update them from time to time. Any recurring charges are billed in advance of service. GCL may (1) add new services and products for additional fees and charges, at any time in its sole discretion, or (2) amend fees and charges for existing services, at any time in its sole discretion upon notice.

We may also provide certain products or services via our third-party partners and you agree that your use of such third-party products or services is subject to the contractual (including payment) terms presented by such third parties should you wish to use their services. You further agree that GCL has no responsibility for such third-party services and your use of such services is entirely at your own risk. Any change to the fees for paid services shall become effective in the billing cycle following notice of such change to you.

If you reasonably dispute any portion of an invoice, you must pay the undisputed portion of the invoice and submit written notice of your dispute (with sufficient detail of the nature of the dispute, the amount and invoices in dispute and information necessary to identify the affected Service(s)) for the disputed amount. All disputes must be submitted to GCL in writing within thirty (30) days from the date of the invoice with respect to which you have a dispute. You waive the right to dispute any charges not disputed within such thirty (30) day period. In the event that the dispute is resolved against you, you shall pay such amounts plus interest at the rate referenced in Section 6(C) below.

B. No Refunds for Paid Services

You may cancel your purchase of paid services at any time pursuant to Section 6.E below, and you accept that you will not receive a refund of pre-paid fees for such cancellation, except where otherwise set out in this Agreement. In the event that GCL suspends, limits, conditions, or terminates your access to the Services and/or your account due to your material breach of this Agreement or any other agreement that you have with GCL, you understand and accept that you will not receive a refund for any unused Services with respect to fees that you have pre-paid for a product or service, and to the extent that you have not paid the applicable fees, you will remain liable to pay GCL the entire fees due for the product or service, as applicable.

C. Payment Information; Taxes; Delinquent Payments

If you are a Client, you authorize GCL to provide any Authorized User associated with your account, or such other persons as you may hereafter specify in writing, access to view, change, and inquire, about bank, payment, tax or other information relating to your business relationship with GCL.

All information that you provide in connection with a monetary transaction must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction at the prices in effect when such charges are incurred. You will also pay any applicable taxes relating to such transactions. If at any time GCL is required by a taxing authority to pay any taxes not previously collected from you, you will promptly submit such taxes (including applicable penalties and interest, if any) to GCL upon written notice.

If you elect to add additional paid services or products to your account or upgrade your account, we will invoice you for such services, products and upgrades, and/or charge your credit or debit card (or other payment method) accordingly.

Delinquent payments may bear interest at the rate of one-and-one-half percent per month (eighteen percent per annum) or the highest rate permitted by law, if less, from the payment due date until paid in full. You will be responsible for all reasonable expenses (including legal fees and expenses) incurred by GCL in collecting delinquent amounts, except where the delinquent amounts are due to billing inaccuracies. In addition, if you are late in payment of any fees, we reserve the right to either (i) immediately suspend or terminate your access to the applicable Services without notice, and in the event of any such suspension or termination, you will remain responsible for the entire amount of fees owing for such Services; or (ii) bill your credit/debit card on file with us under this or any other agreement.

1. Credit and Debit Cards

In the event that you pay for any Services using a credit card or debit card, you authorize GCL to charge your credit or debit card (or other acceptable payment method that you have chosen from those offered) (“Payment Method”), for the applicable fees for the paid service or product, together with any applicable sales, use, consumption or other similar tax applicable to the Services. You represent that you are authorized to use the Payment Method on your company’s behalf, and you agree to accept an electronic record of a receipt. If at any time your Payment Method will not accept the charge for fees due, you agree that GCL may suspend or terminate your access to the applicable Services and that you will continue to remain liable for the full payment for such Services even after your access to the Services has been terminated or suspended. By providing any Payment Method, you agree that applicable credit card, debit card and billing information may be shared with third parties such as payment processors and credit agencies, and/or collection agencies for the purposes of checking your credit, effecting payment, collecting payments and late fees if applicable, and for providing the applicable Services to you or in order to enforce our agreement with you. We may also share this information with law enforcement authorities and in response to subpoenas, court orders, and search warrants.

E. Free Trials and Paid Services (for Clients that have not executed a paper contract)

EXCEPT AS OTHERWISE PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND GCL, YOU ACKNOWLEDGE AND AGREE THAT ANY FREE TRIAL OFFERED TO YOU, OR PAID SERVICE YOU ORDER, WILL CONTINUE UNTIL IT EXPIRES, UNLESS YOU CANCEL IT OR WE SUSPEND OR TERMINATE IT IN ACCORDANCE WITH THESE TERMS.

1. Suspension or Termination.

(i) Suspension or Termination for Cause. GCL may suspend or terminate your access to the Services and/or this Agreement in the following instances: (I) if you breach this Agreement and cannot correct the breach within that period required by GCL if the breach is capable of cure; (II) immediately, if you fail to pay any monies owed to GCL for paid services; (III) immediately if you become the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding; (IV) immediately in the event of violations of this Agreement; (V) for any abuse, inappropriate behavior, or other conduct (including posting inaccurate, false, misleading, or dishonest Job Advertisements), which in our sole discretion adversely affects or has the potential to affect us, our employees or users of our Services; (VI) immediately if you send excessive, disruptive, deceptive, dishonest, or abusive communications to another User by mail, email, text, phone, or other mode of communication (as may be determined in GCL’s sole discretion), regardless if such communication takes place on or off the Services; (VII) immediately if you in any way disclose, transfer, or sell any Data within a User’s resume/CV or profile to a third party, except as expressly permitted by this Agreement; and/or (VIII) immediately, if you charge, or attempt to charge, a Job Seeker any money to review or otherwise proceed with the hiring process after such Job Seeker submits a Job Application on the Services. In the event of any suspension of your access to the Services and/or termination of this Agreement or any other agreement you have with GCL (other than a termination for convenience by GCL), you remain responsible for the entire amount of the fees (pre-paid and/or due) and you will not receive a refund of any pre-paid fees, for the applicable Services. GCL may also suspend your access to the Services without penalty and without notice, in the event of a suspected violation of this Agreement. In the event your access to the Services is terminated for cause in accordance with clauses (V), (VI), (VII), or (VIII) above, you shall further be prohibited from signing up for or using any other User account, free trial, or paid service on the Services.

(ii) Suspension or Termination for Convenience. GCL can terminate your access to the Services and/or this Agreement for convenience via email notification to you and, in the event of such termination for convenience, you will receive a pro-rata refund of any pre-paid fees pertaining to Services that will not be provided as a result of the termination.

(iii) Your Termination Rights. You may terminate this Agreement if GCL materially breaches this Agreement and does not cure the breach within ten (10) days after receipt of written notice from you, which notice must be emailed to: businessaffairs@gocleared.com. Pre-paid fees are non-refundable, except in the case of an uncured material breach by GCL (and in the absence of any contributory act and/or omission to act by you), in which case you will receive a pro-rata refund of any pre-paid fees pertaining to Services paid for, but not provided.

7. ADDITIONAL TERMS THAT APPLY TO JOB SEEKERS

As a Job Seeker, you can (i) use the Services to search for jobs, (ii) apply for jobs (“Job Applications”), and (iii) receive job alert emails, where such features are available to you (“Job Alerts”). For purposes of this Agreement, references to “resume” or “CV” shall also mean a curriculum vitae, profile, references, recommendations, and other similar written overviews or assessments of a person’s experience and qualifications.

If you use the Services, provide your resume/CV to GCL, and/or sign up for Job Alerts, you agree that we may (A) use the information you provide to send you information about Job Advertisements that may be of interest to you; and (B) display or provide your resume/CV, profile information and any other information you provide to us to an employer or recruiter who has posted a Job Advertisement that you have applied to. This means that you give us a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license (and right to sub-license), of any rights, including intellectual property rights, in your resume/CV, profile and any additional information you provide to us, to share or otherwise use such resume/CV and additional information as we reasonably require to fulfil the services we provide to you.

A. Job Applications in General

By applying to a Job Advertisement on the Services, you give us permission to store your information on the Services and to share your information (including your resume/CV), with the entity that posted the Job Advertisement.

Once you submit a Job Application, your resume and other applicable information will be shared with the entity that posted the Job Advertisement as long as any parameters selected by that entity are met, where applicable. You should therefore ensure that the information you provide is complete and accurate, and only contains information that you are comfortable sharing.

If you ask GCL to submit such materials to any employer or third party or if you apply for a job using the Services, you accept that GCL does not guarantee that the recipient entity will receive, access, view, or respond to your requests or Job Applications, or that the transmission of data will be error-free. Any screener questions provided by the entity posting a Job Advertisement are entirely in the control of that entity and if you require alternate screener questions or application process, you must contact the applicable entity directly.

B. Applying to Job Advertisements on a GCL Website

When you apply to a Job Advertisement on a GCL Website, if all parameters selected by the entity that posted the Job Advertisement are met, we will send the resume associated with your and materials you attach to the poster of the Job Advertisement, provided that the poster has selected to receive materials through the Services.

IMPORTANT: GCL cannot and does not guarantee that the information you provide will be held in confidence or properly secured by the applicable recipient.

C. Job Alerts

You can manually sign up to receive job alerts by email. In addition to a manual sign up, if you apply to Job Advertisements on a GCL website, you may agree to receive email job alerts based on the type of role you selected. You can edit or change the type of job alerts you want to receive by using the links in the job alerts emails sent to you. When you sign up to receive job alerts, you will also be subscribed to our newsletter for the GCL Website you are using. You may opt out of job alerts or this newsletter by clicking on the unsubscribe link in your job alert and newsletter email. Please note that each job alert and newsletter emails is a separate subscription, and to unsubscribe you must unsubscribe from each individually. You can also contact businessaffairs@gocleared.com if you need assistance.

D. Interactions with Other Users; Scams; Confidentiality

You are solely responsible for your interactions with Users whom you contact or who contact you. Note: there are risks, including, but not limited to, the risk of physical harm, that may arise when dealing with strangers, including persons who may be acting under false pretenses. You should therefore use caution with regard to the information you elect to share as part of your UJob Application or resume/CV. Only list the contact information that you are comfortable disclosing to Clients and other Users of the Services.

In addition to carefully reviewing this section and Section 2 above, you should conduct your own due diligence on potential employers and Job Advertisements that may be of interest to you. As mentioned in Section 2, GCL does not authenticate Users or guarantee that a Job Advertisement is suitable, legitimate or real.

If you are concerned about any particular communication you have received from a potential employer (either because it’s unsolicited or you received the communication in response to your Job Application), or if you are concerned about any particular Job Advertisement you find on a GCL Website, or if you find a Job Advertisement that is fake or fraudulent, you should consider doing the following:

1. Contact GCL immediately atbusinessaffairs@gocleared.comand do not respond to the sender of the communication; and concurrently,
2. Conduct your own Internet search of the company and the person who emailed you.

8. ADDITIONAL TERMS THAT APPLY TO PROVIDERS OF JOB ADVERTISEMENT

As a Client, you can use the Services to post and/or distribute Job Advertisements on behalf of yourself and/or a third party.

A. Content Rules

With respect to all Job Advertisements that you submit, make available, provide, post or distribute, whether on your own behalf or on behalf of a third party, in addition to the other requirements in this Agreement, you represent and warrant that (i) the content of Job Advertisements (whether owned by you or your clients), will comply with advertising standards and applicable laws, including, but not limited to, employment and privacy laws, in your jurisdiction and the jurisdictions in which the vacancies are located; (ii) you have the necessary rights to permit the publication and use of Job Advertisements by GCL pursuant to this Agreement; (iii) the use, reproduction, distribution or transmission of Job Advertisements will not violate any applicable laws or any rights of any third parties, including, but not limited to, infringement of any copyright, trademark, or other proprietary right, false advertising, defamation, any other right of any person or entity; (iv) the content of Job Advertisements shall comply with the then-current versions of this Agreement and Job Posting Rules (referenced below); and (v), you have the authority to grant permission to GCL to wrap or collect Job Advertisements from applicable websites if necessary, to include in distributions and any such wrapping will not cause GCL to violate the rights of any third party. You understand and agree that you are solely responsible for any liability arising out of publication of Job Advertisements or material to which users can link though such Job Advertisements. You agree to indemnify and hold GCL and its affiliates, and their respective officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with Job Advertisements provided by you or any other content provided by you, or your breach of this Agreement.

You agree not to post or promote any Job Advertisements that: (i) contain inaccurate, false, or misleading information; (ii) contain “hidden” keywords or keywords that are irrelevant to the job opportunity being presented; (iii) sell, promote or advertise products or services; (iv) endorse a particular political party, political agenda, or political position or promote a particular religion; (v) advertise job openings located outside of the United States; (vi) require the applicant to provide information relating to his/her (a) racial or ethnic origin, (b) political beliefs, (c) religious beliefs, (d) membership of a trade union, (e) physical or mental health, (f) sexual life, (g) the commission of criminal offences or proceedings, or (h) age; (vii) contain content or links to content that exploit people in a sexual, violent or other manner, or solicits personal information from anyone under the age of 13; (viii) includes any screening requirement or criteria where such requirement or criteria is not a bona fide occupational requirement for the role; (ix) involves any franchise, pyramid scheme, “club membership”, distributorship, or multi-level marketing opportunity or requires recruitment of other members, sub-distributors or sub-agents; (x) requires applicants to pay to apply, pay for training, pay for training materials, or pay for samples; (xi) contain content that violates applicable laws; (xii) requires citizenship or lawful permanent residence in a country, unless that is required in order to comply with law, regulation, or a federal, state or local government contract; (xiii) contain links to any site competitive with GCL or GCL websites other than to an actual job posting; or (xiv) do not otherwise comply with the then-current job posting rules as provided in Section 4.

Additionally, Job Advertisements must comply with applicable local, national and international laws, and regulations including, but not limited to, those relating to labor and employment, and anti-discrimination (or the equivalent in the country that the Job Advertisements are made available, posted or distributed).

REPORTING VIOLATIONS OF THE CONTENT RULES: If you believe that any content on our Websites, violate the Content Rules, please contact us at businessaffairs@gocleared.com and state the following in the subject-line of your email: Violation of Content Rules. For content that allegedly violates your copyright, please see Section 10 below.

B. Publication and Distribution of Job Advertisements

By submitting Job Advertisements to GCL (whether or not during a free trial), you agree that GCL is under no obligation to accept, publish, or distribute your Job Advertisements. GCL may require some Job Advertisements and/or Clients to be reviewed and/or verified to prevent fraud or abuse of the Services, improve our Services, or for any other reason in GCL’s sole discretion. In addition, GCL may publicly disclose the number of Job Advertisements that you have posted during any time period of measurement.

GCL will make reasonable efforts to distribute Job Advertisements to third-party services in GCL’s distribution network, or in job alert emails (where a Job Seeker has opted-in to receive such alerts) (collectively, “Distribution Channels”); provided, however, that GCL has sole discretion in determining which Distribution Channels the Job Advertisements may be placed. However, you acknowledge and accept that we have no control over the Distribution Channels or communication networks, and therefore we provide no guarantee that your Job Advertisements will actually be delivered over the Internet or via communication networks, be accepted by an entity in the Distribution Channels or be received and/or read by a Job Seeker. You accept that entities in the Distribution Channels have no obligation to use or display a Job Advertisement and may reject a Job Advertisement for any reason or no reason, whether you have purchased a job posting package, or a free trial, and even if you have paid for a “Premium Post.” You agree that GCL is not liable to you or any third party if your Job Advertisement is rejected or not posted, and you will not be entitled to any refund for Job Advertisements not posted or distributed. By submitting a Job Advertisement, you give us permission to distribute that Job Advertisement in the Distribution Channels and on GCL websites.

We do not guarantee any responses, or the number of responses, to your Job Advertisements, including, without limitation, views, clicks, or applications, or that any responses will be from individuals suitable for the job vacancy you advertised. We make no guarantee as to the quality of candidates that you will receive as a result of your Job Advertisement. You are solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate candidate. In certain cases, entities in the Distribution Channels may require that you agree to additional service policies in order to allow your Job Advertisement to be distributed on or via their services, and you hereby agree to such additional service policies as they apply to the distribution of your Job Advertisements.

C. Authorized Users

You are responsible for all activity, acts or omissions of any person or entity that is able to access the Services under your account and you will limit access to the number of users that are allowed under your account to those of your employees who have a need to access your account to enable you to receive the benefit of the Services (each, an “Authorized User”). Additionally, you agree that: (i) you will not share log-in credentials and account information with third parties; (ii) you will not sell or sublicense access to your account or the Services; (iii) you will not charge, or receive payment, in cash or in kind, from any individual or entity for use of, or access to, any portion of the Services; (iv) you will ensure that Authorized Users comply with this Agreement and any other agreement that you have with GCL; (v) you will immediately notify GCL of any suspected or alleged violation of this Agreement, including any unauthorized use of any password or account information, or any other known or suspected breach of security; and (vi) you will cooperate with GCL with respect to investigation of any suspected or alleged violation of this Agreement and any action by GCL to enforce this Agreement.

GCL may suspend, limit, condition, or terminate an Authorized User’s access to the Services or any features thereof, in the event that GCL reasonably determines that such Authorized User has violated this Agreement or appears likely to do so.

D. Removal of Advertisements; Enforcement; Termination

You acknowledge and agree that GCL may, with no liability or penalty, remove any Job Advertisement or other content, communication or information posted, which in the sole judgment of GCL, violates or may violate this Agreement, applicable laws, rules or regulations, or third party terms; or may adversely affect GCL; or is false, inaccurate, misleading, deceptive, fraudulent, libelous, defamatory, immoral, offensive, obscene, pornographic, disruptive, threatening, abusive or illegal; or which may violate or lead to the violation of the rights of, or harms or threatens the safety and privacy of any third party.

We also have the right to:

• Remove or refuse to post any User Content for any or no reason in our sole discretion.
• Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Use, including the Content Rules, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for us.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website or the Services.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ALL SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

E. Job Seekers

You agree to deal fairly and professionally with individuals who may respond to your Job Advertisement and agree to indemnify us from and against any claim brought by an individual against GCL arising from your breach of this Agreement or any other agreement you have with GCL.

F. Data Protection

You agree to implement appropriate physical, technical, organizational, and administrative measures (a) to prevent unauthorized or unlawful processing of any Personal Data; (b) to protect Personal Data against accidental loss, destruction or damage; (c) to include taking reasonable steps to ensure the reliability of the personnel having access to the Personal Data; and (d) having regard to the state of technological development and the cost of implementing those measures so as to ensure a level of security appropriate to: (i) the harm that may result from breach of those measures; and (ii) the nature of the Personal Data to be protected. You agree to comply with applicable data protection and privacy laws and regulations in applicable jurisdictions particularly as they relate to your operations and the residency of the applicable data subjects. You further agree to indemnify, hold harmless, and defend GCL at your own expense against all costs, claims, damages or expenses incurred by GCL for which we may become liable due to any failure by you or your personnel or agents to comply with any of your obligations under this section and applicable data protection and privacy laws and regulations.

For the purposes of this Agreement, ‘Personal Data’ means any information or pieces of information that could identify a natural person either directly (e.g. your name, email address, phone number) or indirectly (e.g. through pseudonymized data, such as a unique ID number). This means that personal data includes things like email/home addresses, usernames, profile pictures, personal preferences, financial information, and health information. It could also include unique numerical identifiers like your computer’s IP address.

9. PRIVACY AND SECURITY

Please refer to our Privacy Policy for information regarding how we collect, process, share and store your Personal Data. Unfortunately, the transmission of information over the Internet is not completely secure and we cannot, therefore, guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal data for improper purposes. You acknowledge that you provide your personal data at your own risk. Any actual or attempted use of the Services by you in violation of this Agreement may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. GCL reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Services without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Services.

10. INFRINGING CONTENT

A. DMCA Notice Procedure (Copyrights)

It is the policy of GCL to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”), or if you reside outside the United States, any similar applicable law with respect to copyright infringement in the jurisdiction in which you are located.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify the GCL copyright agent as set forth below. For your complaint to be valid under the DMCA, you must provide the following information in writing:

1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and provide a link (where available) to where it is located on the Services;
4. Information reasonably sufficient to permit GCL to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

FAILURE TO INCLUDE ALL OF THE ABOVE INFORMATION, ESPECIALLY SPECIFIC URLS WHERE CONTENT MAY BE FOUND WILL RESULT IN A DELAY IN THE PROCESSING OF YOUR DMCA NOTIFICATION AND MAY RESULT IN YOU HAVING TO REPEAT SOME OR ALL OF THE ABOVE PROCESS. GCL WILL NOT TAKE RESPONSIVE ACTION TO REMOVE CONTENT UNTIL ALL OF THE NECESSARY INFORMATION IS PROVIDED.

The above information must be submitted to the following DMCA Agent:

Attn: DMCA Agent

GoCleared, LLC

83 Morris Street, Suite 2

New Brunswick, NJ 08901

Email: businessaffairs@gocleared.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Copyright Counter-Notices. If content you posted on the site was removed due to a claim(s) of copyright infringement and you would like to dispute that removal, the process for counter-notifications is governed by Section 512(g) of the DMCA:

1. To file a counter-notification with us, you must provide a written communication that sets forth the items specified below.
2. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of users (and removal of content from users) who are infringers. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.

Elements of Counter-Notification. To expedite our ability to process your counter-notification, please use the following format (including section numbers):

1. Identify the specific URLs of material that GCL has removed or to which GCL has disabled access.
2. Provide your full name, address, telephone number, email address and, if you are a registered User, the User name of your account.
3. Provide a statement that you consent to the jurisdiction of the courts of the state of New Jersey, and that you will accept service of process from the person who provided notification to GCL in accordance with the process outlined above or an agent of such person.
4. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or mis-identification of the material to be removed or disabled.”

Sign the notice. If You are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address:

Attn: DMCA Agent

GoCleared, LLC

83 Morris Street, Suite 2

New Brunswick, NJ 08901

Email: businessaffairs@gocleared.com

After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it may include any of your identifying information set forth in the counter-notification. By submitting a counter-notification, you therefore consent to having such identifying information revealed in this way.

After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the site. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).

General. In accordance with the DMCA and other applicable law, GCL has adopted a policy of terminating, in appropriate circumstances, the accounts of Users who are deemed to be repeat infringers. GCL may also at its sole discretion limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

B. Other Infringing Content(Trademarks)

If you believe in good faith that any content on the Services is illegal or infringes your or a third party’s intellectual property right or you wish to make us aware of any other illegal or infringing acts which relate to the Services, you can contact us via email at businessaffairs@gocleared.com. Any notice to us must contain: (a) a detailed description of the infringing or illegal material or activity including why it is infringing or illegal; (b) a detailed description specifying the location of the material that you claim is infringing or illegal (if applicable); and (c) your name, address, telephone number and e-mail address.

11. THIRD-PARTY LINKS AND SERVICES

The Services may contain links to third-party websites, advertisers, products, services, or other events or activities that are not owned or controlled by GCL (collectively, “Third-Party(ies)”). GCL does not endorse or assume any responsibility for any such Third-Party sites, information, materials, products, or services. If you access a Third-Party website from the Services or use a Third-Party service, you do so at your own risk, and you understand that this Agreement and the GCL Privacy Policy do not apply to your use of such Third-Party sites or services. You expressly relieve GCL from any and all liability arising from your use of any Third-Party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that GCL shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

12. INDEMNITY

To the maximum extent permitted by applicable law, you agree to defend, indemnify and hold harmless GCL and its affiliates, and their respective directors, officers, employees, agents, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all legal fees and expenses) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement and any other agreement that you have with GCL, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party rights, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation, including, without limitation, your violation of the U.S. Fair Credit Reporting Act, or pursuant to applicable credit reporting laws, and any applicable data protection, email marketing, or telemarketing laws (including any email, phone call or text message you send or make to another User); (v) any claims or damages that arise as a result of your User Content; (vi) any other party’s access and use of the Services with your account or log-in information; and/or (vii) your intentional or willful misconduct, or negligence.

13. NO WARRANTY

A. Disclaimer of Warranties

NOTHING IN THIS AGREEMENT SEEKS TO EXCLUDE ANY CONDITION, WARRANT OR GUARANTEE THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GCL DOES NOT GUARANTEE ANY RESULTS FROM USING THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES ARE AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES, GUARANTEES, CONDITIONS OR TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PURPOSE OR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GCL, ITS EMPLOYEES, OR AGENTS, OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY, GUARANTEE, TERM OR CONDITION NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (I) ANY CONTENT PROVIDED ON OR THROUGH THE SERVICES IS ACCURATE, LEGALLY COMPLIANT, UP-TO-DATE, RELIABLE OR CORRECT; (II) THE SERVICES WILL MEET YOUR REQUIREMENTS; (III) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL BE UNINTERRUPTED OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED OR AVAILABLE AT YOUR OWN OPTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR ANY OTHER TYPE OF LOSS THAT RESULTS FROM SUCH CONTENT OR YOUR USE OF THE SERVICES.

IF ANY SUCH WARRANTY OR GUARANTEE CANNOT BE EXCLUDED UNDER APPLICABLE LAW, THEN TO THE EXTENT PERMITTED BY APPLICABLE LAW, GCL’S LIABILITY FOR BREACH OF ANY SUCH WARRANTY OR GUARANTEE IS LIMITED (AT GCL’S OPTION) TO: (A) FOR GOODS, THE REPAIR OR REPLACEMENT OF THE GOODS, THE SUPPLY OF EQUIVALENT GOODS OR PAYMENT OF THE COST OF THE REPAIR OR REPLACEMENT OF THE GOODS OR SUPPLY OF EQUIVALENT GOODS; OR (B) FOR SERVICES, THE RESUPPLY OF THE SERVICES OR PAYMENT OF THE COST OF THE RESUPPLY OF THE SERVICES.

B. Universal Disclaimer

GCL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER OR THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND GCL WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

GCL DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

14. LIMITATION OF LIABILITY

(A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, IN NO EVENT SHALL GCL, ITS AFFILIATES, AND THEIR RESPECTIVE, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSOR AND ASSIGNS, BE LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), FOR BREACH OF STATUTORY DUTY, OR OTHERWISE FOR ANY (I) INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES OR LOSSES, OR ANY OTHER LOSS OR DAMAGE THAT DOES NOT ARISE NATURALLY AND ACCORDING TO THE USUAL COURSE OF THINGS FROM THE BREACH, ACT OR OMISSION RELATING TO THIS AGREEMENT AND GIVING RISE TO THAT LOSS, WHETHER OT NOT SUCH LOSS MAY REASONABLY BE SUPPOSED TO HAVE BEEN IN THE CONTEMPLATION OF THE PARTIES AT THE TIME THEY ENTERED INTO THIS AGREEMENT AS A PROBABLY RESULT OF THE BREACH, ACT OR OMISSION; OR (II) LOSS OF PROFITS, GOODWILL, USE, DATA THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL GCL BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

(B) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GCL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) UNAUTHORIZED ACCESS TO OR USE OF OUR SYSTEMS OR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (IV) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; (VII) USER CONTENT OR (VIII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY.

(C) IN NO EVENT SHALL GCL, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SUCCESSORS AND ASSIGNS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO GCL IN THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM OR USD $10, WHICHEVER IS LESSER.

(D) THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY OR ANY OTHER BASIS AND EVEN IF GCL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

15. AGREEMENT TO ARBITRATE

This Agreement contains an Arbitration provision, which will, with limited exception, require you to submit disputes you have against GCL to binding and final arbitration to the extent that the laws of the jurisdiction where you reside permit the inclusion of Arbitration provision in these Terms of Use. You will only be permitted to pursue claims against GCL on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 15 is enforceable, the following mandatory arbitration provisions apply to you:

A. Binding Arbitration

This Section 15 is referred to in this Agreement as the “Agreement to Arbitrate”. Unless you opt-out pursuant to the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and GCL or its affiliates, whether relating to the Services, this Agreement (including any alleged breach thereof), or otherwise (each a “Dispute”), shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Agreement to Arbitrate. Your rights will be determined by a neutral arbitrator, not a judge or jury. YOU UNDERSTAND THAT ABSENT THIS AGREEMENT TO ARBITRATE, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

A party who intends to seek arbitration must first send a written notice of the dispute to the other party (“Notice”), by certified mail or Federal Express (signature required) or, in the event that we do not have a physical address on file for you, by electronic mail. GCL’s address for Notice is: GoCleared, LLC, Attention: Manager, 83 Morris Street, Suite 2, New Brunswick, New Jersey, 08901.

The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or GCL may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or GCL shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

Additional Requirements: The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), including the AAA’s Supplementary Procedures for Consumer-Related Disputes, each available at www.adr.org, or such other alternative dispute resolution body and arbitration rules that may be mutually agreed upon by you and GCL. Your arbitration fees and your share of arbitrator compensation shall be governed by such rules. Any arbitration hearings will take place at a location to be agreed upon in New Brunswick, New Jersey, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (a) solely on the basis of documents submitted to the arbitrator; or (b) submitted to the arbitrator through a non-appearance based telephonic hearing. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and GCL may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

B. Restrictions

You and GCL agree that any arbitration shall be limited to the Dispute between GCL and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

C. Exceptions to Informal Negotiations and Arbitration

You and GCL agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or GCL’s intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

D. 30 Day Right to Opt Out of Arbitration

You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 15 by sending written notice of your decision to opt-out to businessaffairs@gocleared.com or to the U.S. mailing address listed at the bottom of this Agreement. The notice must be sent to GCL within thirty (30) days of your registering to use the Services or agreeing to these terms, whichever occurs first, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

16. GENERAL

A. Governing Law and Location

The Services are controlled and operated by GCL from within the United States of America. GCL makes no representations that the Services or the materials available via the Services, are appropriate or available for use in locations outside of the United States. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with all United States of America, as well as local laws, if and to the extent local laws are applicable.

Unless otherwise required by a mandatory law, this Agreement and any Disputes shall be governed by the internal substantive laws of the State of New Jersey, without respect to its conflict of laws principles. An arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but is bound by rulings in prior arbitrations involving the same User to the extent required by applicable law. Except as otherwise expressly provided in this Agreement, all arbitration and other litigation of any dispute between you and GCL related to this Agreement shall be located in a court of competent jurisdiction Middlesex County, New Jersey or Mercer County, New Jersey.

You may not use the Services if you are a resident of a country embargoed by the United States government or are a foreign person or entity blocked or denied by the United States government.

B. Assignment

This Agreement shall be personal to you and you may not assign, transfer, sublet, lease or delegate all or any of your rights and obligations, without the prior written consent of an authorized representative of GCL. GCL can assign this Agreement or delegate its obligations without restriction other than as required under applicable law.

C. Relationship of the Parties

Nothing in this Agreement shall be construed as making either party the partner, joint venturer, employer, contractor or employee of the other. Neither party shall have or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.

Except as set out in this Agreement, only you and GCL may enforce this Agreement as this contract is between you and GCL; no other party shall be entitled to enforce the terms of this Agreement.

D. Notification Procedures

GCL may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our websites, as determined by GCL in its sole discretion. GCL reserves the right to determine the form and means of providing notifications to Users, provided that you may opt out of certain means of notification as described in this Agreement. GCL is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add businessaffairs@gocleared.com to your email address book to help ensure you receive email notifications from us.

Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

E. Entire Agreement

This Agreement, together with any (1) written agreement bearing a signature by an authorized GCL representative (sales representatives are not authorized GCL representatives for these purposes) and (2) formal document titled “Quote” sent by GCL to you, which is accepted by you (email communications between you and GCL are not considered Quotes) shall constitute the entire agreement and understanding between you and GCL concerning the Services. No other contrary statement, promise, or representation made or given by or on behalf of GCL shall have any force or effect, and you acknowledge and agree that you have not relied upon any statement, promise, or representation made or given by or behalf of GCL, which is not set out in this Agreement, or any document expressly referred to herein.

F. Compliance with Laws

You agree to comply with all applicable laws, regulations and ordinances in the use of the Services and the conduct of your activities.

G. Confidentiality

Pursuant to your use of the Services, you may receive information or be exposed to features and functionality that are not known or available to the general public, including, but not limited to, login credentials, technology, API Keys, dashboards, widgets, insertion codes, salary data, and guidelines and documentation relating to the Services (“Confidential Information”). You agree that: (a) all Confidential Information will remain the exclusive property of GCL; (b) you will use Confidential Information only as is necessary for your use of the Services and in accordance with this Agreement; (c) you will not disclose Confidential Information to any third party; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You further agree not to share with, or otherwise disclose to, any third party, log-in credentials or any other mechanism that permits access to the Services or any other non-public area of the GCL Websites.

H. Equitable Relief

You acknowledge that a breach by you of any confidentiality or proprietary rights provision of this Agreement may cause GCL irreparable damage, for which the award of damages would not be adequate compensation. Consequently, GCL may institute an action to enjoin you from any acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and additionally, GCL may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which we may be entitled at law or in equity.

I. No Publicity

You shall not publicly disclose, issue any press release nor make any other public statement, nor otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, or the relationship with us without the prior written approval of our legal department. You further agree not to misrepresent or embellish your relationship with us. You agree to refer any inquiry that you receive from the media or other third parties, concerning this Agreement, the Services, and/or GCL, to us at: businessaffairs@gocleared.com

J. Electronic Contracting

Your use of the Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY THIS AGREEMENT, AND THAT YOUR INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO TRANSACTIONS YOU ENTER INTO ON ANY GCL WEBSITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

K. Miscellaneous

Any waiver of any provision of this Agreement will be effective only if in writing and signed by GCL. No failure by GCL to exercise, or to delay in exercising, any rights hereunder shall operate as a waiver hereof, nor shall any single or partial exercise of any right hereunder by GCL preclude any other or future exercise of that right or any other right hereunder by GCL. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this Agreement.

GOCLEARED and its associated logos are trademarks or registered trademarks with the U.S. Patent and Trademark Office. All intellectual property is owned by GCL, or its licensors, and is protected by U.S. and international trademark laws and/or other proprietary rights and laws.

L. Export Compliance

In connection with your receipt of services under this Agreement (the “Subject Services”), you agree to comply with applicable (i) U.S. Government export laws, regulations and requirements, including those administered by the U.S. Commerce Department’s Bureau of Industry and Security (BIS) and the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and (ii) export laws, regulations, and requirements in other countries (collectively, “Export Laws”). You further certify that you will not, in connection with the Subject Services, export, re-export or transfer any software that may be subject to such Export Laws to any location, or to any end-user, or for any end-use, without first obtaining any export license, permit or other approval that may be required from the U.S. Government or other applicable jurisdiction. Without limiting the foregoing, you specifically agree that you will not, in connection with the Subject Services, export, re-export or transfer any software subject to Export Laws (1) to any sanctioned country under U.S. export control laws, including Cuba, Iran, North Korea, Syria and the Crimea Region of Ukraine; (2) to any individual or entity listed on a denied party list maintained by the U.S. Government, including those administered by BIS and OFAC, or any other applicable government list in your jurisdiction; (3) to any Military End User as defined by BIS; and (4) for any end-use restricted by the U.S. Government or other applicable jurisdiction, including military end-uses and end-uses related to the development, production or use of nuclear, chemical or biological weapons or missiles.