End-User License Agreement
PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES CONTAINED IN THIS APPLICATION AND SITE
ACCEPTANCE OF TERMS
Welcome to the Temporary Assistance Guru™ application service and website (the “Service”). The following End-User License Agreement (“Agreement”) applies when any visitors, users, Staffing Companies (as defined herein), Hiring Companies (as defined herein), or others (collectively referred to herein as “Users,” “your,” or “you”) view or use the Service via our website (the “Site”) or by accessing the Service through the application (the “App”) on a computer, mobile, or other device. Please review the following terms carefully. You must be 18 years of age or older to access the Service. You represent and warrant that you have the right, authority, and capacity to agree to the terms of this Agreement on behalf of yourself and any entity you represent. By accessing or using the Service, you signify your agreement to this Agreement, as well as any updates to this Agreement we may make from time to time. If you do not agree to this Agreement, or the updates to this Agreement, you may not access or use, or continue to use, the Service. The Service is owned by Temporary Assistance Guru, Inc. (“TAG”) and/or its affiliates (collectively referred to herein as the “Company,” “we,” “us,” or “our”).
REGISTRATION FOR ACCOUNT
To sign up for the Service and become a User, you must create a personalized account that includes unique log-in credentials to access the Service, and you need to provide an email address to receive messages from the Company. You will also create a unique password for your account. In setting up the account for your company, you will need to provide your company’s information, which may include address, FEIN, phone number and other relevant details. You will be the “Contact Person” for your company. You will also need to provide valid credit card information. You agree to notify us immediately of any unauthorized use of your password and/or account. The Company is not responsible for any liabilities, losses, or damages arising out of the unauthorized use of your username, password and/or account.
NON-TRANSFERABILITY OF USER ACCOUNT
User accounts and User log-in credentials are non-transferable, and you must take preventative measures to prohibit unauthorized users from accessing the Service with your log-in credentials. You may not assign this Agreement, in whole or in part, or delegate any of your responsibilities hereunder to any third party. Any such attempted assignment or delegation will not be recognized by the Company unless acknowledged by the Company in writing. The Company has no obligation to provide you with written acknowledgment. The Company may, at any time and in its sole discretion, assign this Agreement, in whole or in part, or delegate any of our rights and responsibilities under this Agreement to any third party or entity.
If you are a company (a “Staffing Company”) that supplies certain of your employees as workers to fill the temporary employment needs of Hiring Companies, you represent and warrant that you have or will have previously screened and approved all of your employees; and such employees are qualified for the Hiring Company’s positions that you offer to fill. In addition, you agree to upload a valid and current certificate of insurance showing that you are maintaining insurance as appropriate and required, including but not limited to general liability insurance, payroll, and workers’ compensation. You agree to enter into and abide by the terms of the Staffing/Vendor Contract with each Hiring Company for which you supply temporary employees, and that such contract creates a direct contractual relationship between you and each separate Hiring Company, as applicable, and to which TAG is not a party. You hereby agree to indemnify TAG, its employees, agents, officers, directors, and affiliates from and against any and all actions, causes of actions, claims, suits and demands whatsoever, and from all damages, liabilities, costs, charges, debts and expenses whatsoever (including reasonable attorneys’ fees and expenses related to any litigation or other defense of any claims), which may be asserted or which they may now or hereafter become subject to arising in connection with this Agreement, your performance under this Agreement or the breach of your covenants contained in this Agreement, or from any negligent or intentional act committed by any worker supplied by you to a Hiring Company through use of the Service. At all times, you agree to comply with all applicable laws, including employment and hiring laws, of the federal, state and/or local government(s).
If you are a company (a “Hiring Company”) that seeks to hire temporary workers from a Staffing Company or Companies to fulfill your temporary employment needs, you understand and agree that TAG makes no representation or warranty regarding the quality of the employees provided by any Staffing Company through the Service. In addition, you agree (1) to perform your own due diligence review of both the Staffing Company and its employees before you agree to engage temporary workers from such company to meet your temporary employment needs; (2) that the number of positions for which you advertise through the Service is actually the number that will be engaged by you; and (3) in the event of a problem, to look solely to the Staffing Company, and not to TAG, for resolution of the problem or satisfaction of any liability caused thereby. You agree to enter into and abide by the terms of the Staffing/Vendor Contract with each Staffing Company from which you engage temporary employees, and that such contract creates a direct contractual relationship between you and each separate Staffing Company, as applicable, and to which TAG is not a party. You agree to indemnify TAG, its employees, agents, officers, directors, and affiliates from and against any and all actions, causes of actions, claims, suits and demands whatsoever, and from all damages, liabilities, costs, charges, debts and expenses whatsoever (including reasonable attorneys’ fees and expenses related to any litigation or other defense of any claims), which may be asserted or which they may now or hereafter become subject to arising in connection with this Agreement, your performance hereunder, or the breach of your covenants contained in this Agreement. At all times, you agree to comply with all applicable laws, including employment and hiring laws, of the federal, state and/or local government(s).
SINGLE USER LICENSE GRANT
The Company grants you a revocable, nonexclusive, and nontransferable license to access and use the Service only on this Site or App with authorized and validly issued log-in credentials. There are no implied licenses granted under this Agreement, and any rights not expressly granted to you hereunder are reserved by the Company. You agree that you do not have the rights to own title, or transfer title, to the Service, or the Site or App, or rights in any trademarks, service marks, trade secrets, copyrights, or patents associated therewith.
You are allowed to use the Service only if you agree to the following rules. By using the Service, you agree that you are an equal opportunity employer, and that you may not under any circumstances
- Use the Service for any unlawful purpose or for the promotion of illegal activities (including, without limitation, any failure to comply with laws and regulations governing export control, unfair competition, prohibiting discrimination or segregation by reason of race, color, religion, disability, sex, sexual orientation or national origin or otherwise, or false advertising);
- Harass, abuse, or harm, or attempt to harass, abuse, or harm another person, business, or group;
- Use another User’s account without permission;
- Provide false or inaccurate information when registering an account;
- Interfere or attempt to interfere with the proper functioning of the Service;
- Make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
- Bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
- Facilitate or encourage any violations of this Agreement;
- Copy (in whole or in part), modify, reverse engineer, decompile, disassemble, enhance, or create derivative works from, the Service or the Site or App;
- Distribute, sublicense, rent, lease, or sell the Service; or
- Remove or alter any copyright or other proprietary notice on or in the Service or the Site or App, including but not limited to output, reports, and other materials generated by the Service.
POSTING AND CONDUCT RESTRICTIONS
You are solely responsible for the content you post, upload, link to, or otherwise make available via the Service (“User Content”). You agree that we are only acting as a passive conduit for your distribution and publication of your User Content. The Company, however, reserves the right to remove any content from the Service at its sole discretion.
The following rules pertain to your User Content. By transmitting and submitting any User Content while using the Service, you agree as follows:
- You are solely responsible for your account and the activity that occurs while signed in to or while using your account;
- You will not post information that is malicious, false, or inaccurate;
- You will not post any information that is abusive, threatening, obscene, defamatory, libelous, pornographic, sexually explicit, or racially, sexually, religiously, or otherwise objectionable or offensive;
- You will not publish or link to malicious content intended to damage or disrupt another User’s browser or computer;
- You will not submit User Content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such User Content; and
- You hereby affirm we have the right, but not the obligation, to determine whether any of your User Content submissions are appropriate and comply with this Agreement, remove any and/or all of your submissions, and terminate your account with or without prior notice.
You understand and agree that any liability, loss, or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. The Company is not responsible for any public display or misuse of your User Content. The Company does not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service. You agree to indemnify TAG, its employees, agents, officers, directors, and affiliates from and against any and all actions, causes of actions, claims, suits and demands whatsoever, and from all damages, liabilities, costs, charges, debts and expenses whatsoever (including reasonable attorneys’ fees and expenses related to any litigation or other defense of any claims), which may be asserted or for which they may now or hereafter become subject arising in connection with your breach of any of the use and posting and content restrictions contained in this Agreement.
ONLINE CONTENT DISCLAIMER
Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Company, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. The Company does not guarantee the accuracy, completeness, or usefulness of any information on the Service and neither does the Company adopt nor endorse, nor is the Company responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than the Company. The Company takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends through the Service. Under no circumstance is the Company responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to Users. Though the Company strives to enforce this Agreement, you may be exposed to User Content that is inaccurate or objectionable. The Company reserves the right, but has no obligation, to monitor the materials posted in the public areas of the Service or to limit or deny a User’s access to the Service or take other appropriate action if a User violates this Agreement or engages in any activity that violates the rights of any person or entity or that we deem unlawful, offensive, abusive, harmful, or malicious. The Company has the right to remove any such material that in its sole opinion violates, or is alleged to violate, the law or this Agreement or that might be offensive, or that might violate the rights, harm, or threaten the safety of Users or others. Unauthorized use may result in criminal and/or civil prosecution under federal, state, and local law. If you become aware of misuse of our Service, please contact us.
LINKS TO OTHER SITES AND/OR MATERIALS
As part of the Service and on the Site and App, the Company may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software, or Content”). These links are provided as a courtesy to Users. The Company has no control over Third Party Sites and Third Party Applications, Software, or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software, or Content. Such Third Party Sites and Third Party Applications, Software, or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by the Company, and the Company is not responsible for any Third Party Sites accessed through the Service or any Third Party Applications, Software, or Content posted on, available through or installed from the Service, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third Party Sites or the Third Party Applications, Software, or Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Site or any Third Party Applications, Software, or Content does not imply approval or endorsement thereof by the Company. If you decide to leave the Service and access the Third Party Sites or to use or install any Third Party Applications, Software, or Content, you do so at your own risk and you should be aware that this Agreement no longer governs. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from our Service, or relating to any applications you use or install.
COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT
DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on or through the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C. 512) (“DMCA”) by sending the following information in writing to the Company’s designated copyright agent. Designated Copyright Agent: Name: Megan Hayward Address: 4651 Swilcan Bridge Lane Jacksonville, FL 32224 Phone Number: (865) 806-5519 Email Address: 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 3. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work; 4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and/or email 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 the law; and 6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Counter-Notices. If you believe that your User Content that has been removed from the Service is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above: 1. Your physical or electronic signature; 2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; 3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and 4. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which the Company may be found, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Company’s copyright agent, the Company may send a copy of the counter-notice to the original complaining party informing such person that the Company may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member, or User, the removed content may (in the Company’s discretion) be reinstated on the Service in 10 to 14 business days or more after receipt of the counter-notice.
LICENSE GRANT TO TAG
By posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company, a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Service.
All title and intellectual property rights in and to the Service, the Site, and the App (including but not limited to any trademarks or service marks, digital data or data sets, documents, images, photographs, animations, video, audio, music, and text incorporated in to the Service), the printed materials generated using the Service, and any copies of the materials generated using the Service are owned by the Company or its suppliers. You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including the names “Temporary Assistance Guru™” and “TAG™” and all other applicable copyrights, trademarks, and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under this Agreement. You agree not to infringe on any intellectual property rights in and to the Service or the materials generated by the Service. You agree that all materials generated by the Service, whether printed or copied, will display TAG’s copyright notice in a conspicuous manner, unless otherwise agreed by the Company in writing.
USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM
For contractual purposes, you (a) consent to receive communications from the Company in an electronic form via the email address you have submitted; and (b) agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. We may also use your email address to send you other messages, including information about the Company and special offers. You may opt out of such email by changing your account settings or by contacting us. Opting out may prevent you from receiving messages regarding the Company or special offers.
- Deliver targeted marketing
- Send Service update notices
- Provide promotional offers
- Send updates based on set preferences
- Send information by electronic mail
- Prevent prohibited and illegal activities
We will not rent or sell your information to third parties outside the Company or our affiliates without your consent, except in the following circumstances: (1) to enforce or apply this Agreement; (2) to protect our operations or those of any affiliates; (3) to pursue available remedies or limit damages we may sustain; (4) to protect the rights, privacy, safety or property of the Company, our affiliates, you, and others; (5) in response to a legal request (like a search warrant, court order, or subpoena) if we have a good faith belief that the law requires us to do so; and (6) to detect, prevent and address fraud and other illegal activity. Information we receive about you may be accessed, processed and retained for an extended period of time when it is the subject of a legal request or obligation, governmental investigation, or investigations concerning possible violations of this Agreement, or otherwise to prevent harm.
SYSTEM REQUIREMENTS AND INTERNET DELAYS
Use of the Service requires internet access, a computer, tablet, mobile phone, or similar device, and may require other equipment from time to time (“Device(s)”). The Company may, at any time and from time to time, in its sole discretion, modify, revise, or otherwise change the system requirements and the format of any content, in whole or in part, without notice or liability to you. Internet access and the purchase and use of your Device(s) may result in fees in addition to any fees incurred in purchasing the Service, and may require you to obtain updates or upgrades from time to time. Your ability to use the Service may be affected by the performance of the Device(s), or your internet connection. You acknowledge and agree that it is your sole responsibility to comply with the system requirements of your Device(s), as in effect from time to time, and to maintain, update, and upgrade your Device(s), including the payment of all internet access, and Device fees, without recourse to the Company. The Service may be subject to limitations, delays, and other problems that are associated with the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damage resulting from these problems.
LIMITED WARRANTY AND DISCLAIMER
THE COMPANY WARRANTS THAT IT IS THE OWNER OF THE SERVICE AND HAS THE RIGHT AND AUTHORITY TO GRANT THE LICENSE TO THE SERVICE. THE COMPANY DOES NOT WARRANT, GUARANTY, ACCEPT ANY CONDITION, OR MAKE ANY REPRESENTATIONS THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS-AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT, OR OTHER MATERIAL OBTAINED FROM THE SERVICE. THE COMPANY DOES NOT WARRANT THAT THE SERVICE IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OR OTHER PROGRAM LIMITATIONS, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS.
LIMITATION OF DAMAGES; RELEASE
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT IS THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH THE COMPANY OR ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE ENTIRE CUMULATIVE LIABILITY, UNDER ANY THEORY, FOR ALL MATTERS ARISING FROM OR RELATING TO THE SERVICE IS LIMITED TO THE AMOUNTS PAID TO THE COMPANY FOR THE LICENSE GRANTED HEREIN. If you have a dispute with one or more Users, you release, hold harmless, and indemnify us (and our officers, managers, members, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
MODIFICATION OF AGREEMENT
We can amend this Agreement at any time and will update this Agreement in the event of any such amendments. It is your sole responsibility to check the Site or App from time to time to view any such changes in the Agreement. If you continue to use the Service, you signify your agreement to our revisions to this Agreement. However, we will notify you of material changes to the terms by posting a notice on the Site and App. Any changes to this Agreement (other than as set forth in this paragraph) or waiver of the Company’s rights hereunder are not valid or effective except in a written agreement bearing the physical signature of an officer of the Company. No purported waiver or modification of this Agreement by the Company via telephonic or email communications is valid.
The Company renders its services as an independent contractor; there is no joint venture, partnership, employment, or agency relationship between the parties.
Any failure on the part of the Company to enforce any provision of this Agreement does not waive our right to enforce such provision. Our rights under this Agreement survive any termination of this Agreement. 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 is deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the terms continue in effect. You agree that any cause of action related to or arising out of your relationship with the Company must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. This Agreement and your use of the Service are governed by the federal laws of the United States of America and the laws of the State of Florida, without regard to conflict of law provisions. You may not assign your rights or obligations under this Agreement without the express written consent of the Company. This Agreement is binding on and inures to the benefit of the parties’ respective successors and permitted assigns. This Agreement is for the sole protection of you and the Company. It does not confer any rights or benefits on any third party. You agree to indemnify the Company for any and all costs and expenses, including but not limited to attorney’s fees, whether or not a lawsuit is filed, incurred by the Company by reason of your breach or anticipated breach of this Agreement. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND THE AGREEMENT, AND ARE BOUND BY THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.