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Bright Candidate Terms Of Service for Job SeekersVersion 1.1
Welcome to the Terms of Service for Bright Candidate. This is an agreement (Agreement),(Terms of Service) between Bright Candidate, Inc.
(Bright Candidate"), a Delaware corporation, the owner and operator of Bright Candidate.com (the Site), Bright Candidate
services (collectively the Service), and you.
Please read this agreement carefully. By accessing this web site in any way, you are agreeing to be bound by these Terms of Service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable laws. If you do not agree with any of these terms, you are prohibited from using this site.
Throughout this document, the words Bright Candidate, BC, us, we, and our, refer to our company, Bright Candidate, Inc. The term Site Administrators refers to either direct employees of Bright Candidate or our contracted agents supporting technology infrastructure and Site Content. The terms Candidate will refer to Users of our Service who are seeking employment opportunities through Bright Candidate. The term Employer, Employer User, will refer to a company and its representative users that are interested in hiring Candidates through the use of our Service. The term You refers to the individual or legal entity, as applicable, identified as one of the users identified above when you register on the Site or use it in any capacity.
Throughout this document engagement (Engagement) will refer to the process offered through the Service that Candidates will use to find new career opportunities through interaction with Employers. Employers, Employer Users, and Candidates all maintain Profiles which are descriptive data points. Additionally Candidates create Resumes or representations of their education, skills, work history and other information.
Engagements are non-binding and do not create any contractual obligations to either Candidates or Employers. Engagements encapsulate contingent offers (Contingent Offers) which we anticipated to be ultimately fulfilled through processes that the Employers, in conjunction with Candidates, use outside of this Service. The final disposition of an Engagements details will be reflected in either an Official Employee Offer (Official Employee Offer), (Employer Official Offer) or in the case of terminated Engagements, nothing. Engagements simply allow Employers to contact and potentially meet Candidates whom they may be interested in hiring by communicating said non-binding, yet descriptive, terms and values.
You agree to keep all information gained from using our Site confidential. You also agree not to post, publicly disclose or disseminate any of the Engagement details, commiunications orginiating from our Site, Employer Official Offers, or Contigent Offer details.
Throughout this document, any information or media that you submit to the Site will be referred to as "Content" throughout this Agreement.
This includes but is not limited to: resume information, hyperlinks, images, messages, email addresses for purposes of referring friends, and career preferences.
BY USING THIS SERVICE YOU AGREE TO RESOLVE ANY DISPUTES BY USE OF ARBITRATION RATHER THAN JURY TRIALS OR CLASS ACTION SUIT (see Dispute Resolution below).
This agreement is subject to change at any time by the sole discretion of Bright Candidate. All changes will be posted to the home page of the Site including the effective date of new agreement. The new agreement will be effective immediately for new users who register on or after the effective date of the new agreement. Existing users will be notified through email and their continued use of the Service will confirm their acceptance of the new agreement. For pre-registered Users a thirty (30) day grace period is granted from the time the Agreement appears on the Site during which they can continue to operate with the previous Agreement which remains in force. After this grace period existing Users are opted-in to all the terms in the new Agreement unless otherwise terminating their use of the Site and Service. Existing Users who do not agree to the new Terms of Service must stop using the Site immediately following the Grace period. This does not exempt any existing Users from Fees or Refunds at any future time as was described in the Agreement when those were obligated before new Terms may have been issued and agreed to.
Bright Candidate may require existing users to confirm their acceptance of new Agreements either through electronic correspondance or Site specific mechanisms. Use of the Site and/or Service in ANY WAY constitutes your acceptance of this Agreement or of any change(s) to it as described above.
By using our Site, you represent that you are at least eighteen (18) years old. Persons who are at least 16 years of age but under the age of 18 may only use our Sites with legal parental or guardian consent. Accordingly, you agree that you are at least 18 years of age or older or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, representations and warranties set forth in the Terms; otherwise, please exit the Site.
including, without limitation, data collection practices of other web pages to which we link or data that we or our
subsidiaries collect offline or through web sites, products, operational activity, or services that do not display a direct link to this
special-purpose web pages, for example, if we invite you to submit ideas to improve the Website; under such circumstances,
collected or purposes of collection).
Information Collected and Used
When you request information, engage another user, register as a user, participate in data input, post a resume, upload content, or otherwise actively send us data at the Site, we usually collect data including, but not limited to, user name, password, first and last name, email address, street address, occupation, interests. This includes any signals you send to other users, email invites, engagement state changes, and any other data included in a submitted Engagement, Job-Req, Profile or Resume. In each such instance, you will know what data we collect through the Website, because you actively submit or respond to it.
As part of the standard operation of the Website, Bright Candidate may automatically collect information from your
computer or mobile device, including, but not limited to, your browser type, operating system, IP address and the domain
name from which you accessed the site, and if you are accessing our site with your mobile device, type of mobile device.
In addition we may record actions taken on the Website including, but not limited to, date and times of use, clicks, page views, the amount of time you spend on each page, and search queries. Bright Candidate reserves the right to match your IP address or other information with other information about you in any way permitted by applicable law. Bright Candidate will store this information on its equipment or the equipment of third parties that it has a relationship with for that purpose. If you create a Bright Candidate account, information may be collected under your account email address but most every operation prefer the use of the more anonymous username.
Contact, Personal, and Resume Information
Bright Candidate collection of Candidate resume information, Employer information, supporting user information, as well
as any personally identifiable data is considered important and may be subject to multiple encryption schemes to protect it.
In addition Bright Candidate governs this data usage during our analytic process and data curation with the goal of zero personal data retention after Users terminate their use of the Site and Service, and zero personal data sharing policy with entities outside of Bright Candidate itself.
Bright Candidate may use encryption of data at rest (disk), active rest (select values in DB tables), and in flight (SSL).
Bright Candidate follows a zero data retention policy in that once active user accounts (Candidate, Employer, Employer User) are terminated all personally identifiable information is redacted and any remaining data may be further made anonymous before being aged off our data storage.
Bright Candidate only uses aggregated and anonymous data in analytics that are published to Employers, Candidates, or select third parties. Mean salary per skill-group is an example of the kinds of aggregate statistics that Bright Candidate might make available.
In application Privacy
Bright Candidate makes every effort to supply reasonable assurance of privacy to users as they use the Site. Candidate
information is listed anonymously though it may in some cases be possible through third party public sites and social
media to connect anonymous resumes to real people, in violation of Bright Candidate TOS.
Candidates reveal their personal and contact information through deliberate steps to Employers once they wish to Engage with specific Employers to pursue employment opportunity through Engagements.
The Site has security measures in place to protect the loss, misuse and alteration of the information under Bright Candidates control. Bright Candidate may use SSL encryption, encryption at rest, and encryption on select fields at active rest, access control policies, and firewalls to protect information under our control. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. In addition, please note that emails, messages sent via your web browser, and other similar means of communication with other users are not encrypted. We strongly advise you not to communicate any confidential information through these means. Therefore, while we strive to protect your information, we cannot guarantee its security.
You hereby grant to Bright Candidate and assign a worldwide, non-exclusive, royalty-free, and transferable license to use,
reproduce, adapt, publish, translate and distribute all or any part of your non personally identifiable Content (Your Content)
By submitting any Content to us, you confirm that you own all rights to Your Content or that you have the right to give us the license described above. Finally, you confirm that Your Content does not infringe on legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to Content from a variety of sources, and that Bright Candidate is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content, and that such Content is not the responsibility of Bright Candidate.
You agree to indemnify and hold Bright Candidate harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
Cookies and Links
Bright Candidate and its Users may create hyper-links to other web sites. When you click on links on Bright Candidate you may leave our Website. We are not responsible for the privacy practices of other web sites, and we encourage you to read their privacy statements.
If you create a profile and resume, upload any information or otherwise use the Site, you are specifically consenting to the use of any personal information you have provided to Bright Candidate as set forth under this Agreement.
Bright Candidate Description Of Service
Bright Candidate is an online service that connects Candidates with Employers through a non-binding Engagement process
designed to secure a Candidates professional services.
As a Candidate, you may be offered contingently, a position with an Employer that details the required skills, duties, benefits, and compensation represented through a Bright Candidate Engagement. Bright Candidate provides a platform for you to recruit yourself directly to Employers and earn your own Recruiting Bonus (Recruiting Bonus).
Your use of Bright Candidate is completely free, the Engagement process is non-binding and does not create any contract or obligation between the Employer and the Candidate.
The Engagement process acts as a tool for Candidates to explore opportunities without obligation and to ultimately earn Employer Official Offers that reflect the Bright Candidate Engagement details.
If you create an account on our Site, you agree to provide true and accurate information about yourself, and to quickly update any changes in the information you provide to us in order to keep a current profile.
If we confirm or strongly believe that the information in your profile is false or misleading in any way, we have the right to suspend or terminate your use of the service indefinitely.
- You agree that you may not register using a false identity or provide false or misleading information.
- You agree that you may not create any accounts on the behalf of anyone other then yourself.
- You agree that you may not have more than one account.
- You agree that if you are banned or removed you may not create another account.
To register for the Site you must sign up using the Signup form and create a Resume. Signing up is free. We may ask you to fill out an online
resume which includes: employment history, skills, location, skill level, professional certifications, education, and employment preferences
which will be used to match you up to companies and opportunities.
Once you have filled out a complete profile you will be able to toggle visibility and have employers search/find your initially anonymous Resume or be matched with you through a variety of metrics. All searchable data and initial Engagements are only viewable anonymously to Employers until you agree to share your personal information.
You are ultimately responsible for all activity on our Site while visiting the Site or logged in to your account. You are expressly prohibited
from copying and reusing without express permission of Bright Candidate any Site content such as but not limited to, intellectual property, images,
third party content, or information regarding third parties outside of the Site provided functionality.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Bright Candidate in its sole discretion, whether or not such material may be protected by law. Bright Candidate may, but shall not be obligated to, review, monitor, or remove User Content, at our sole discretion and at any time and for any reason, without notice to you.
Content scraping or automated processing of our Site content is prohibited.
Defacing or compromising the Site appearance and/or functionality in anyway is prohibited.
Hacking, altering, or bypassing basic functionality or security in any way is prohibited.
Uploading any harmful software, trojans, worms, or exploitive software of any kind is prohibited.
Copying data from the Site in any way that the Site does not support e.g. offline viewing, or using data from the Site through means other than the Sites interfaces, is prohibited.
Selling or re-selling data in any way from the Site is prohibited and will be aggressively pursued through legal channels.
Profiting in any way from the Site or Service without the express consent and binding legal agreements with us is prohibited.
Misrepresenting yourself in any way or misrepresenting any affiliations is prohibited.
Supplying false content or knowingly inaccurate content is prohibited.
Uploading any content in violation of your local or Federal regulations is prohibited.
You are responsible for keeping all information learned through the use of the Service confidential. Employers may disclose information through the Engagement process which is intended for you and only you. You agree not to post, publicly disclose or disseminate any of the Engagement details, commiunications orginiating from our Site, Employer Official Offers, or Contigent Offer details.
Bright Candidate Engagement Process
The Candidate's Role
After a Candidate has registered and created a profile on BC, he or she will be able to make their skills and interests
along with relevant work history visible (searchable) to Employers while remaining personally anonymous.
Candidates are solely responsible for controlling their visibility throughout their use of the Site. The only exception to this is when actively engaging with Employers; Candidates cannot become invisible during that time. When visible all BC Employers will have the opportunity to engage with Candidates in a direct fashion through the Engagement process. The Engagement process mandates Employers reveal the specific duties of the job as well as all compensation details including the dollar amount Candidate Recruiting Bonus earned by recruiting yourself on Bright Candidate.
Once a Candidate is presented with an Engagement that they wish to pursue they must agree to divulge their personal and contact information for the Engagement to continue forward or otherwise terminate the Engagement.
By filling out a complete profile and toggling visibility, the Candidate will anonymously show up in Employer search criteria, to matching Employer job reqs, and to Employers in general through our proprietary matching technology. When an Employer finds a suitable Candidate match they will submit an Engagement to the Candidate for their review. If the Candidate wishes to be further engaged they must at this time reveal their personal contact information and name. If the Candidate does not wish to pursue the Engagement with the Employer they may decline and no personal information is ever revealed to the Employer.
At the conclusion of the Engagement process the Candidate may receive an official offer of employment from the Employer along with any conditions included forthwith. All Engagements by Employers through our Site and Service are non-binding in that the official offer and conditions on employment must ultimately arrive in the form of whatever the Employer normally uses to officially offer employment (Official Employee Offer). It is expected that all conditions on any offer officially tendered will reflect the final state of the Bright Candidate Engagement including all benefits and the Candidate Recruiting Bonus.
It is fundamental to our community and to the benefit of every Candidate that each Candidate agrees not to attempt to circumvent our Site and Service by independently communicating with an Employer that contacted or communicated with him or her on our Site or Service outside of the Engagement process. It is expected that the Employer will communicate with the Candidate during Engagement phases where the Engagement is in an interview or accepted process, what is not allowed are Official Employer Offers that are not reflected by the Engagement or outside of Bright Candidates knowledge. Our Site and Service is designed to maximize Candidate earnings potential.
Accepting any Employer Official Offers or participating with Employers in Engagements for which you have had active recruiting activity within the previous sixty (60) days exempts that employer from having to meet any details in the Engagement through to the Employer Official Offer. We recommend rejecting all Engagements from Employers that fit this situation or whenever it becomes apparent, immediately terminate or reject such Engagements.
Bright Candidate's Role
Bright Candidate is not a recruiting service; instead we are technology platform and virtual market place enabling the
Engagement process between the Candidates and Employers. Candidates and Employers are solely responsible for any issues arising
from the use of the Bright Candidate software or their use of our Site and Service.
Any agreements created between an Employer and a Candidate are not binding on Bright Candidate. We are not liable for, or obligated to enforce, any agreements between an Employer and a Candidate. You will not consider Bright Candidate, nor will Bright Candidate be construed as, a party to such transactions, whether or not Bright Candidate receives some form of remuneration in connection with the transaction, and Bright Candidate will not be liable for any costs or damages arising out of or related to such transaction.
No contractual obligations are created for either the Candidate or the Employer through the use of the Service. The Candidate is not obligated to accept any Engagement details. Additionally, Engagement details submitted by an Employer to a Candidate through the Engagement process are not binding on the Employer. At the end of the Engagement process the Candidate may choose which Employer, if any, he or she wishes to officially accept employment from and the details of that employment which we hope will honestly reflect the Engagement.
Payments And Refunds
Bright Candidate is free for Candidates and is in fact a platform for Candidates to earn their own Recruiting Bonus
instead of that fee being paid out to third party recruiters or services. A Candidate is required to promptly notify
Bright Candidate if the Candidate accepts an offer of employment of any kind within twelve months with an Employer who
was identified by the Candidate through the use of our Site or Service or from an Employer who identified the Candidate
through the use of our Site or Service.
Official Employment Offers following the Engagement process should list the Recruiting Bonus or Bonus that was displayed to both the Candidate and Employer on the Site. This Fee is to be paid in full not later than 120 days after the start date of Candidate with said Employer and by the Employer through the Employers pay out mechanism of choice. Not every Engagement will result in a Bonus for the Candidate; in some cases there may be special incentives for Interns and Candidates just getting started in an industry. For those cases the details should also be accurately reflected in the Employers official offer as they appeared in the Engagement.
Employers agree to honor the Candidate Recruiting Bonus and to pay the Candidate the full amount as reflected in the Engagement details and Official Employee Offer within one hundred and twenty (120) days following the start date in the Official Employee Offer, no other stipulations surrounding the Recruiting Bonus are addressed through Bright Candidate as those details are solely to be part of the Official Employee Offer binding only between the Employer, and Candidate.
Bright Candidate pays out referral fees to Candidates when they refer other people to the Site who then register, fill out profiles, resumes, and successfully earn an Employer Official Offer. Once a Candidates referral completes ninety (90) days of employment with their Employer we will issue a payment to the Candidate using our method of choice. The Site may try to estimate for you each of your potential referrals fees, once the referral is payable the amount will be reflected on the Site or otherwise communicated to you. Referral fees are calculated on a per Engagement basis and will range in value depending on a number of factors. Referrals must be listed in each Candidates Site referral list built exclusively using the Site provided invite method. Each Candidate on the Site can have at most one referring Candidate, the number of referrals each Candidate can have is unlimited.
If you are a Candidate who is using our Site and Service, you agree that if you receive an Employers Official Offer, you will promptly notify Bright Candidate of your Start Date and the key terms of the Official Offer as related to the Engagement details including the final compensations and Recruiting Bonus, also you agree to contact Bright Candidate promptly should that Start Date or offer terms change at any time.
You agree to provide Bright Candidate with a copy of the Employers Official Offer, or to insure that a document between the Employer, Bright Candidate and yourself is received that states all employment details, including, among other things, Start Date, Compensation, and Recruiting Bonus, promptly upon the signing of any Official Offer.
You also agree to promptly notify Bright Candidate after termination of your employment as an employee, intern, hourly employee, consultant or contractor (Employment of any kind) in the event that an Employer terminates your Employment based on performance reasons within ninety (90) days of the date on which your Employment commenced, or you voluntarily terminate your Employment within ninety (90) days of the date on which Employment commenced. In the event that before the Start Date, either Employer or Candidate elect not to begin the employment relationship as outlined in the Engagement or Official Offer of Employment, the Candidate shall also promptly notify Bright Candidate.
In the event that within one hundred and twenty (120) days of the date on which your employment commenced an Employer terminates your Employment or you voluntarily terminate your Employment, and you have received any portion of the Recruiting Bonus, then it falls to the Employer to have provided a means for remuneration or forfeit of the Recruiting Bonus. Bright Candidate will not be liable for any costs or damages arising from Recruiting Bonus, Recruiting Bonus transactions, or lack thereof.
To the maximum extent permitted by law, this agreement is governed by the laws of the State of Delaware, U.S.A.
and you hereby consent to the exclusive jurisdiction and venue of the state courts in Sussex County, Delaware, U.S.A.
and of the United States of America located in the State of Delaware in all disputes arising out of or relating
to the use of the Site. Use of the Site or Service is unauthorized in any jurisdiction that does not give effect to all provisions
of these terms and conditions, including without limitation this paragraph.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Bright Candidate as a result of this agreement or use of our Site. Bright Candidates performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Bright Candidates right to comply with governmental, court and law enforcement requests or requirements relating to your use of our Site or information provided to or gathered by our Site with respect to such use.
If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Bright Candidate with respect to our Site and Services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Bright Candidate with respect to our Site and Services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this agreement and all related documents be drawn up in English.
Limitations Of Liability
Bright Candidate is not liable to third parties for any Content that has been posted or viewed on Bright Candidates Site or Service.
We are not responsible for or any liabilities arising from Content by Candidates, Employers, Employer Users, or Site Administrators.
We are not liable for any contracts created between Candidates and Employers including but not limited to, the Engagements or Offers described in this Agreement.
We are not required to or under any obligation to review, screen, edit, monitor, or remove any Content posted on our Site.
You agree not to hold Bright Candidate any of its Users liable for any Content posted to this Site regardless of the Site Policies listed in this Terms of Service.
You agree that Bright Candidate and all of affiliated companies and advertisers are not liable in any event or under any circumstances for any direct or indirect damages as a result
of using the Site or Service.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY, IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF Bright Candidate UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
Copyrights and Intellectual Property Rights
Any redistribution or reproduction of part or all of the contents in any form is prohibited. All of the materials appearing on this site are the sole property of Bright Candidate, unless otherwise specified.
BRIGHT CANDIDATE DOES NOT WARRANT THAT THE BRIGHT CANDIDATE SITE OR ANY BRIGHT CANDIDATE SERVICES WILL OPERATE ERROR-FREE OR THAT ANY BRIGHT CANDIDATE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF BRIGHT CANDIDATE SITE OR THE BRIGHT CANDIDATE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA OR ANY OTHER COSTS, BRIGHT CANDIDATE IS NOT RESPONSIBLE FOR THOSE COSTS. THE BRIGHT CANDIDATE SITES AND BRIGHT CANDIDATE CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. BRIGHT CANDIDATE MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE BRIGHT CANDIDATE CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, LINKS OR MATERIAL CONTAINED ON THE SITE AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE MATERIALS AND ANY THIRD PARTY CONTENT.
WE MAKE NO REPRESENTATION THAT THE MATERIALS ON THIS WEB SITE CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THIS WEB SITE FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.
You agree to indemnify, defend and hold harmless Bright Candidate Parties and (if applicable) Bright Candidate officers, directors, employees and agents from
and against all claims by a third party for losses arising out of, based upon or in connection with (1) any actual or alleged infringement of any patent, copyright,
trademark or similar property right or (2) any violation of law arising out of the Bright Candidate services herein described.
In addition to indemnifying and holding harmless Bright Candidate for liabilities resulting from your violation of any of these Terms of Service, you shall indemnify, defend and hold harmless Bright Candidate and their respective officers, directors, employees, agents and clients from and against any and all liabilities, losses, damages costs and expenses (including, without limitation, attorneys fees, costs, and disbursements), based upon or in connection with your acts or omissions or the acts or omissions of your employees, agents, contractors and other personnel, including, without limitation: (a) any actual or alleged infringement of any patent, copyright, trademark or similar property right arising from the content of your web page; (b) a violation of law; and (c) libel, slander, defamation, invasion of privacy, fraud or misrepresentation; or (d) violation of any third party right.
Promptly after receipt of any written claim or notice of any action giving rise to a claim for indemnification a party seeking to be indemnified (Indemnitee) shall so notify the other party (Indemnitor) and shall provide copies of such claim or any documents relating to the action. Failure to notify Indemnitor will not relieve the Indemnitor of its obligations under this Agreement, except to the extent that the failure or delay is materially prejudicial to Indemnitors defense of such claim.
Indemnitor shall have sole control over the defense and settlement of such claim; provided, however, that (a) Indemnitee shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (b) Indemnitor shall obtain the prior written approval of Indemnitee before entering into any settlement of such claim or ceasing to defend against such claim. This indemnity extends to requiring you to pay for our reasonable attorneys fees, court costs, settlements and disbursements
Governance and Choice Of Law
This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any principles that provide for the application of the law of another jurisdiction.
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof
or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and Bright Candidate, except that each party retains the right
to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual
or threatened infringement, misappropriation or violation of a party copyrights, trademarks, trade secrets, patents or other intellectual property rights.
You acknowledge and agree that you are waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Bright Candidate otherwise agree in writing, the arbitrator may not consolidate more than one persons claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these Terms.
Bright Candidate may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different from Delaware law, including the laws governing what can legally be sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinances, regulations and statutes that are applicable to your use of the Site or the Service.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org) with separate forms for certain State residents. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Rules and Governing Law
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
Any other dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (AAA). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAAs Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively Rules and Procedures).
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the
essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in
any court having jurisdiction thereof. The arbitrator's award damages must be consistent with the terms of the "Limitation of Liability"
section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief
only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration
you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. Bright Candidate will not seek, and hereby waives all rights
Bright Candidate may have under applicable law to recover, attorneys' fees and expenses if Bright Candidate prevail in arbitration.
You agree to waive your right to Court proceeding and instead defer to Arbitration to assert or defend your rights EXCEPT for matters that may be taken to small claims court. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Delaware law or United States federal law. With the exception of the provision above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the provision prohibiting arbitration on a class or collective basis is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor the Company shall be entitled to arbitration. If for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Sussex County, Delaware. By using the Site or the Service in any manner, you agree to the above arbitration provision. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
FeesYour responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Bright Candidate will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
You agree that Bright Candidate will not be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet.
This Agreement constitutes the entire agreement between You and Bright Candidate and governs your use of the Services. If any provision of this Agreement or incorporated documents is found by a court of competent jurisdiction to be invalid, the other provisions of this Agreement remain in full force and effect to the maximum extent permitted by applicable law. The failure of Bright Candidate to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
Either party may terminate the service or account at any time by sending a notice by email. We may terminate this Agreement, at our discretion without explanation and notice, though we will strive to provide a timely explanation in most cases. Termination of the Agreement may result in immediately deleting any content that you have submitted to Bright Candidate. Bright Candidate will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.
You are responsible for providing Bright Candidate with your most current email address. You agree that we may communicate with you about your account, or any other services associated with us through the email address you provided during registration. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact information, including, but not limited to, your failure to receive critical information about Bright Candidate. You agree all communications that Bright Candidate provides to you electronically via email satisfy any legal requirement that such communications would satisfy if it were to be in writing.