GRAY PEAK, LLC Service Agreement Terms and Conditions of Use
1. ACCEPTANCE OF TERMS AND CONDITIONS OF SERVICE
Welcome to the GRAY PEAK, LLC (“GRAY PEAK”) complete hiring platform. GRAY PEAK provides the Service (as defined below) to you ("you", “Client (buyer/hirer or supplier/staffing entity)”, “Candidate”, or “User”), subject to the following terms and conditions, as they may be amended from time to time (the "Ts and Cs"). GRAY PEAK may amend or modify the Ts and Cs without notice, effective immediately, by posting the Ts and Cs on the GRAY PEAK website or mobile application or by otherwise notifying Client of the Ts and Cs. GRAY PEAK reserves the right to discontinue, on a temporary or permanent basis, the Service (in whole or in part) without notice and without liability to you. If Client uses the Service after GRAY PEAK posts changes to the Ts and Cs, Client accepts the changed Ts and Cs.
By registering for or using the Service you agree to the Ts and Cs. GRAY PEAK may offer certain services that will be governed by different or additional terms and conditions. All such additional terms and conditions are hereby incorporated by reference into the Ts and Cs.
2. DESCRIPTION OF SERVICE
The Service provided by GRAY PEAK to Client or Candidate is as follows:
The GRAY PEAK complete hiring platform enables employers and staffing entities to efficiently post jobs, recruit applicants, track and manage applicants/candidates, prepare and manage audiovisual candidate interviews, organize the on-boarding, and communicate regarding all of these functions.
GRAY PEAK may offer other services, some of which may be available free of additional charge and some of which may only be available for paying Clients who subscribe to such portions of the Service, on its GRAY PEAK website, graypeakworkforce.com. The Service may be used only under a nonexclusive, nontransferable, and nonassignable license subject to the Ts and Cs. You do not have the right to copy, sell, or otherwise exploit for any commercial purpose (other than using the Service as licensed to you for Client’s internal business purposes, including, without limitation, communicating with other Users) the Service (in whole or in part), access to the Service or use of the Service. Any service added to the Service shall be governed by the Ts and Cs, unless GRAY PEAK expressly provides that such service shall be governed by different terms and conditions.
The Service is provided "AS IS." GRAY PEAK shall have no liability for any interruption, error, omission, deletion, defect, delay, or other problem with the Service.
3. ELIGIBILITY FOR USING THE SERVICE
The Service is available only to individuals who can form legally binding contracts under applicable law and are at least 18 years of age. If you do not qualify, please do not use the Service or any GRAY PEAK services that require your ability to form legally binding contracts. GRAY PEAK may refuse access to the Service to anyone, at any time, in its sole and absolute discretion.
4. FEES AND PAYMENTS
Clients subscribe to the Service by entering into a subscription agreement with GRAY PEAK that sets forth the Services ordered, the term of the subscription, the initial number of Client’s users and the price for those Services. The subscription agreement also sets forth the method for adding additional users. GRAY PEAK shall bill the subscribing Clients monthly in advance and payment is due upon receipt of invoice. You, as a Candidate, will not be charged for recording and transmitting your interview.
5. CLIENT'S AND CANDIDATE’S OBLIGATIONS TO PROVIDE ACCURATE INFORMATION, CERTAIN OTHER CLIENT OBLIGATIONS AND TERMINATION
You represent and warrant that you will: (a) provide true, accurate, complete, and up-to-date information about you as prompted by the components of the Service and in the registration process; and (b) maintain and in a timely manner update this information, including, without limitation, banking and payment information, so that it is at all times true, accurate, complete and up to date. If any information provided by you is untrue, inaccurate, incomplete, or not up to date, if you have violated the Ts and Cs, or if you have violated the rights of GRAY PEAK or others, then GRAY PEAK may, without notice, terminate your access and use of the Service.
It is Client's responsibility to arrange for, be responsible for and pay for the Internet access service or wireless fees connecting Client's computers to the Internet to enable Users to have access to the Service.
6. USE OF INFORMATION, PRIVACY AND LICENSE
To enable GRAY PEAK to use and publish Client’s and Candidate’s information that you choose to make available on GRAY PEAK website in connection with your use of the Service ("Client Information"), you grant GRAY PEAK a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right (including all moral rights) and license to use, reproduce, publish, perform, distribute, and display Client Information (in whole or in part) and to incorporate it in other works, in any form, media or technology now known or later developed, for the full term of any rights that may exist in Client Information.
7. PASSWORD AND SECURITY
You will select a password upon completing registration. You authenticate your session by entering your password and your ID. You are responsible for maintaining the confidentiality of the password and for all activities in connection with your password. You must immediately notify GRAY PEAK of any unauthorized use of your password or any other breach of security.
To keep Client informed about GRAY PEAK's latest offers, GRAY PEAK may notify Client of current promotions, specials and new additions to GRAY PEAK website; GRAY PEAK may also send Client service announcements and administrative messages. Client may not unsubscribe to this information as it is part of Client’s subscription. Client may, however, terminate Client’s subscription at any time by notifying GRAY PEAK at firstname.lastname@example.org of such termination; after such termination, Client will no longer receive such communications without Client's prior consent.
8. ADDITIONAL CLIENT RESPONSIBILITIES
You shall comply with all applicable local, state, national and international laws and regulations in connection with Client’s and Candidate’s use of the Service, shall not impersonate any person or entity or falsely represent your identity, and shall not interfere with the use of the Service by others, including, without limitation, by submitting any virus or other mechanism to the Service, by transmitting junk mail, spam, bombs or unsolicited e-mail or by attempting to cause the Service to crash. You shall be solely responsible for the content that you publish, transmit or display on GRAY PEAK website and for all communications in connection with your use of the Service. You shall not use the Service to communicate any unlawful, annoying, harassing, defamatory, libelous, abusive, threatening, harmful, vulgar, obscene or tortious content ("content" for purposes of the Ts and Cs shall mean data, textual material, software, sound recordings, audiovisual works, photographs or other illustrations or other information or materials) of any kind or any content that invades, infringes or violates the personal or proprietary rights of any person or entity. You shall not attempt to gain unauthorized access to other networks that may be connected to the Service.
You shall not use the Service to: post or otherwise make available any content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; harass or promote harassment of other Users of the Service; send unsolicited e-mail; post or otherwise make available content you know to be inaccurate, illegal or misleading or that promotes conduct that is abusive, threatening, obscene, defamatory or libelous; post or otherwise make available content that exploits people under the age of 18 in a sexual, violent or other objectionable manner, or solicits personal information from anyone under the age of 18; in any way harm people under the age of 18; provide instructional content about illegal activities; post or otherwise make available content that you do not have the right to make available; solicit passwords or personally identifiable information for commercial or unlawful purposes from other Users of the Service or users of GRAY PEAK website; or solicit other Users of the Service or users of GRAY PEAK website to buy or sell any product or service without their prior consent.
You shall indemnify and hold GRAY PEAK harmless from any claim, demand, action, loss, cost or expense, including, without limitation, reasonable attorney's fees, arising out of or in connection with your use of the Service, your breach of any representation or warranty in the Ts and Cs, your violation or breach of the Ts and Cs or your violation or infringement of the rights of others.
10. LINKS, ADVERTISING AND THIRD-PARTY SERVICES
Links to other websites may be provided in the Service. Certain GRAY PEAK branded services may be provided by third parties. GRAY PEAK will not be responsible for the availability of such external sites or third-party services, and does not endorse and is not responsible or liable for any content, advertising, service, product, or other material on or available from such external sites, GRAY PEAK website, or third parties or for any damages caused by or in connection with such content, advertising, service, product or other material available from such sites or third parties.
11. GRAY PEAK's PROPRIETARY RIGHTS
Information made available to you through the Service and the content of the Service may be protected under copyright, trademark, patent or other laws of the United States and foreign jurisdictions. You may use this information and content only as expressly authorized by GRAY PEAK or the other proprietors of this information and content and may not reproduce, publicly display or perform, distribute or prepare derivative works of such information or content without express authorization of the proprietors thereof. "GRAY PEAK" and certain other trademarks and service marks displayed on the GRAY PEAK website are trademarks and service marks of GRAY PEAK, LLC, and you shall not display or otherwise use for any purpose whatsoever such trademarks or service marks without the prior written permission of GRAY PEAK, LLC.
Except for the rights expressly granted to you in the Ts and Cs, no other rights are granted to you and all rights not expressly granted to you are reserved by GRAY PEAK. All rights to the Service, all software used in connection with the Service, and all audiovisual technology that enables the recording of the Candidate interviews shall remain the exclusive property of GRAY PEAK or its licensors.
12. CARE IN USING THE SERVICE
You should use caution when using the Service. GRAY PEAK reserves the right at any time to screen or otherwise monitor content that is provided in connection with the Service and to delete or remove any content that violates the Ts and Cs or that GRAY PEAK considers inappropriate, offensive, illegal, a threat to the rights or safety of any User of the Service or otherwise objectionable. GRAY PEAK does not monitor that the people who are using the Service are bona fide, that confidential information will be treated as such or that the content provided is accurate, truthful, up-to-date or not misleading.
13. DISCLAIMERS AND DISCLAIMERS OF WARRANTIES
USE OF THE SERVICE IS AT USER'S OR CANDIDATE’S SOLE DISCRETION AND RISK. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
GRAY PEAK MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, FREE OF VIRUSES OR OTHER MECHANISMS, OR ERROR-FREE. GRAY PEAK MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE. GRAY PEAK MAKES NO WARRANTY REGARDING ANY TRANSACTION ENTERED INTO THROUGH THE SERVICE.
GRAY PEAK DOES N0T MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF GRAY PEAK WEBSITE OR ITS CONTENT OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF GRAY PEAK WEBSITE.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR GRAY PEAK WEBSITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT AND/OR DATA.
GRAY PEAK EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
THE ABOVE EXCLUSIONS OF WARRANTIES MAY NOT APPLY TO YOU IN JURISDICTIONS THAT DO NOT PERMIT SUCH EXCLUSIONS.
14. LIMITATION OF LIABILITY
GRAY PEAK SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF WHATEVER KIND AND HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, EVEN IF GRAY PEAK KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, GRAY PEAK WEBSITE OR THE CONTENT POSTED OR OTHERWISE MADE AVAILABLE THEREON OR ANY INTERACTION BETWEEN USERS, WHETHER ONLINE OR OFFLINE, ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DEFECTS, INTERNET OR OTHER DELAYS, COMMUNICATION-LINE FAILURES, THEFTS, DESTRUCTION, OR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR OR USER COMMUNICATIONS, OR THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICE OR THE GRAY PEAK WEBSITE, OR THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR INFORMATION RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR THE GRAY PEAK WEBSITE. GRAY PEAK'S CUMULATIVE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING IN CONNECTION WITH THE SERVICE SHALL NOT EXCEED THE TOTAL FEES, IF ANY, PAYABLE BY CLIENT FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM.
THE ABOVE EXCLUSIONS OR LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU IN JURISDICTIONS THAT DO NOT PERMIT SUCH EXCLUSIONS OR LIMITATIONS.
You and GRAY PEAK shall resolve any claim or controversy arising out of the Ts and Cs by arbitration in the county of New York, State of New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association. A single arbitrator shall be agreed upon by you and GRAY PEAK or, if you and GRAY PEAK cannot agree upon an arbitrator within thirty (30) days from the time an arbitrator may be chosen, then a single arbitrator shall be appointed by the American Arbitration Association. The award of the arbitrator shall be binding and may be entered as a judgement in any court of competent jurisdiction. No arbitration or other action under the Ts and Cs may be brought by you or GRAY PEAK against the other more than eighteen (18) months after the cause of action arises.
The Ts and Cs shall be governed by the internal laws of the State of New York applicable to agreements made and to be fully performed therein, without giving effect to conflict of laws principles thereof. You and GRAY PEAK shall submit to the personal and exclusive jurisdiction of the state or federal courts located within the county of New York, State of New York.
You acknowledge and agree that GRAY PEAK has not and will not: (a) participate in the selection, interview, or hiring of any individual on your behalf; or (b) provide you with any legal advice. You understand that it is your responsibility to obtain legal advice with regard to employment, hiring, privacy and other relevant laws and regulations in all relevant jurisdictions where you use the Service and that GRAY PEAK has not given any legal advice with regard to the foregoing.
Client grants GRAY PEAK the right to list Client as a user of the Service on GRAY PEAK’s website and in material promoting the Service.
The Ts and Cs that should by their nature survive the termination of the use of the Service shall so survive.
If any provision of the Ts and Cs is held by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions of the Ts and Cs shall remain in full force and effect.
The paragraph headings are for convenience only and shall have no effect upon the meaning of the paragraph.
Effective: June 1, 2016