Effective Date: November 11, 2020
These Terms of Service (“Terms”) govern your use of the Site and Services. As used herein, the term “Site” refers to http://seasoned.co, and its related websites and the term “Services” refers to Site-related products and services, mobile applications, developer platforms, premium services, plug-ins, or any content or information provided as part of the Site (together with the Site, the “Services”), which are provided by Seasoned, LLC (together with our subsidiaries and corporate affiliates, “Seasoned,” “we,” “our” or “us”). These Terms are an agreement between you and Seasoned with respect to your use of the Site and any Services you choose to use.
As used in this Policy, “you” and “your” refer to the individual utilizing the Site and/or Services for that person’s own use and benefit (“Personal User”) and, if you are utilizing the Services by or on behalf of a company or other third party, such company or third party (“Business User”). If you are using the Site or Services as a Business User, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of your employer, the company, or other third parties for whom you are using the Site or Services.
We may provide notices and other disclosures to you electronically by posting such notices or other disclosures on the Site or by emailing to you at any email address provided by you. Such notices or other disclosures shall be considered received by you following the posting on the Site or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.
We may add to, change or remove any part of these Terms, at any time without prior notice to you other than the listing of a new effective date at the top of these Terms. Such modification shall be effective immediately upon posting at the Site. Your use or continued use of the Site or Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute your acceptance of the changed Terms or policies. It is your responsibility to check these Terms periodically for changes.
You may not access or use the Site or Services if you are unable to form a binding, legal agreement with Seasoned. You affirm that you have the authority to enter into these Terms. You assume all responsibility for your use of, and access to, the Site or Services.
By using the Site or Services, you represent and warrant that you: (i) are not currently restricted from the Site or Services and are not otherwise prohibited from having an account; (ii) will only maintain one account at any given time; (iii) will only provide accurate information to us; (iv) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (v) will not violate any rights of Seasoned or a third party, including intellectual property rights.
By using the Site or Services, you affirm that you are at least 13 years of age. In accordance with the Children’s Online Privacy Protection Act (COPPA) and associated rules, we do not knowingly collect or maintain any personal information from children under 13. If you become aware of content posted by someone with less than 13 years of age, please notify us immediately at email@example.com.
By applying for employment on Seasoned, you affirm that you meet the minimum legal age requirement for employment in your state.
Accounts are for a single user, company, or other legal entity, as applicable. Any multiple-party use is prohibited. For example, sharing a login is prohibited.
4.1. Accuracy of Your Information. By registering for our Services, you represent and warrant that all information you submit to us is true, accurate, current, and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.
4.3 Your Content; Our License to Your Content. As between you and Seasoned, you own your personally-identifiable information, materials, photos, or other content you provide us, post, distribute, share, or otherwise make available within or to the Site and/or Services (“Content”). Any Content you submit is provided at your own risk of loss. You are solely responsible for all Content you share, provide, display, publish, or disseminate to others, whether such action was taken by us or you. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions, or other third-party rights (including any intellectual property rights). We may remove or delete Content from the Site or Services at any time in our sole discretion.
You grant to us, and all of our subsidiaries, affiliates, successors, and assigns, a worldwide perpetual, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to use, publish, reproduce, distribute, modify, adapt, publicly display, and otherwise use Content to provide and promote the Site and Services and our business generally. Business Users authorize us to use your corporate logo and corporate name, if applicable, for any promotional purposes. Business Users may opt-out of such use by emailing us at firstname.lastname@example.org. Personal Users authorize us to use, forward, or post your profile or related information on other sites and services.
You acknowledge and agree that we may collect aggregate anonymized user data based upon usage of the Site and Services, which may be derived in whole or in part from Content (“Aggregate Data”). All Aggregate Data shall become and remain the property of Seasoned, and you relinquish any and all right, title, and/or interest in or to any such Aggregate Data.
4.5 Interactions with Other Users. You are solely responsible for your interactions with other users and you are responsible for making your own decisions regarding persons you employ or job positions you take. We do not conduct user background checks or verify any Content or other information provided by users. We offer various forums that allow you to post comments. We also enable information sharing by allowing users to post Content, including links and information regarding job opportunities. We may grant other users access and share rights to your Content in accordance with these Terms, your settings, and the nature of your connection with such other users. Information you share may be seen and used by other users. We cannot guarantee that users’ Services will not use Content that you share, nor the manner of use. We are not responsible for another user’s or other third party’s misappropriation or misuse of your Content. We are not responsible for the truthfulness, accuracy, authenticity, or completeness of any of the Content or any other information provided by other users or any other third party. You hereby release us from all claims, demands, or damages of every kind, known or unknown, in any way connected with (i) any relationship arising between users, (ii) any dispute between you and another user, or (iii) arising out of any services provided by a user. Additionally, you agree to immediately report to us any false information provided or misconduct by any user of the Site or Services.
4.6 Your Account. Except for your Content licensed to us as set forth above, the account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not transfer your account to another party, and (iv) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account.
4.7 Feedback. You may from time to time identify problems or solutions to identified problems, or provide us suggestions, comments, or other feedback (“Feedback”). We will be free to use or disclose Feedback for any purpose. You warrant that your Feedback was given voluntarily, does not contain confidential or proprietary information of any third party, and you are not entitled to any compensation or reimbursement of any kind from us under any circumstances relating to such Feedback.
Subject to the terms and conditions herein, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Site and Services through a generally available web browser, mobile device, or Seasoned-authorized application to view content and information and otherwise use the Site and Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You may not copy or download any content from the Site or Services except with our prior written approval. Furthermore, without our prior written approval, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Site or Services or any content therein. Any commercial use of the Site or Services not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Site or Services. Any violation of the foregoing may result in the termination of your account, prohibition on further use of the Site and Services, and/or further legal action.
The Site and Services are licensed, not sold. The Site and Services, and all copies of the Site and Services, are owned by us or our third-party licensors and are protected by intellectual property laws. We reserve all rights not expressly granted to you herein. You agree that you have no right to any Seasoned trademark or service mark and may not use any such mark in any way unless expressly authorized by us.
We reserve the right to limit your use of or access to the Site or Services in our sole discretion in order to maintain the performance and availability of the Site and Services and to enforce these Terms. Such limitations may include, without limitation, the number of messages sent through the Site or Services, applications submitted, or reviews posted.
6.1 Service Fees; Payment Terms;
a. Subscription fees
Subscription Fees identified in an Order (“Subscription Fees”) shall be immediately charged for all discrete physical profit centers licensed under an Order (“Location”) beginning on the date You sign the applicable Order (“Execution date”) for each Location and shall be paid on a calendar weekly or monthly basis in advance. Unless otherwise set forth on an applicable ordering document incorporating these Terms, the Services are billed in advance on a weekly or monthly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle. Your subscription account will automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You will retain access to such Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period.
Payment Terms. Unless otherwise stated in an Order, You shall pay all Subscription Fees via Automated Clearinghouse (“ACH”), Electronic Funds Transfer (“EFT”), or by credit card weekly or monthly in advance. Unless otherwise stated in an Order, all Subscription Fees payable under these Terms and Conditions are denominated in and shall be paid in United States dollars, and You will pay all such fees in United States dollars.
Payment Terms. Unless otherwise stated in an Order, Seasoned shall invoice you weekly or monthly for the usage of your subscription. You shall pay all Success Fees via Automated Clearinghouse (“ACH”), Electronic Funds Transfer (“EFT”), or by credit card within 30 days of receiving an invoice. Unless otherwise stated in an Order all Success Fees payable under these Terms and Conditions are denominated in and shall be paid in United States dollars, and You will pay all such fees in United States dollars.
The fees stated on an Order do not include local, state, federal or foreign taxes (e.g., value-added, sales or use taxes), fees, duties, or other governmental charges resulting from these Terms and Conditions (collectively, “Taxes”). You are responsible for paying all applicable Taxes, excluding Taxes based on Seasoned’s net income or property. If Seasoned determines it has the legal obligation to pay or collect Taxes, Seasoned will add such Taxes to the applicable invoice and You will pay such Taxes, unless You provide Seasoned with a valid tax exemption certificate from the appropriate taxing authority. You are wholly responsible for self-assessing, reporting, and remitting applicable Taxes to the appropriate taxing authorities if Seasoned does not add such Taxes to its applicable invoices. If a taxing authority subsequently inquires or pursues Seasoned for unpaid Taxes for which You are responsible under these Terms and Conditions and which were not paid by You to Seasoned, You agree to cooperate with Seasoned in good faith during such inquiry or pursuit, and Seasoned may invoice You and You will pay such Taxes to Seasoned or directly to the taxing authority, plus all applicable interest, penalties, and fees.
6.3 Late Fees.
For any late payments, Seasoned reserves the right to impose late fees equal to the lesser of (a) 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, determined and compounded daily from the date due until the date paid (“Late Fees”). You will reimburse any costs or expenses (including without limitation collections and attorneys' fees) incurred by Seasoned to collect any amount that is not paid when due. Fees due from You under these Terms and Conditions may not be withheld or offset by You against other amounts due to You for any reason. If You fail to timely pay any Fees due under these Terms and Conditions, Seasoned may, without limiting any of its other rights or remedies, refer Your account to a third-party collections agency, report delinquent Fees to credit reporting agencies, suspend performance of any or all Services, and/or terminate the applicable Order or Statement of Work or the Terms and Conditions.
6.4 Payment Authorizations.
You hereby authorize Seasoned to initiate debit entries to Your account specified in the Order, through ACH or ETF transfers, credit card, or other payment method as stated in an Order, in order to satisfy all payment requirements hereunder, and will provide Seasoned at least thirty (30) days’ notice of any change in Your account.
6.5 Free Trials.
We may offer certain customers free trials to Services. If you purchase a subscription to a Service that includes a free trial, you will receive free access to such Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service, as stated in an Order, and will continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period.
You may cancel or suspend your Paid Services by contacting us at email@example.com. Unless expressly stated to the contrary, we do not guarantee refunds for lack of usage, dissatisfaction, or any other reason. If you require a printed invoice for your transaction with us, you may request one by contacting us at firstname.lastname@example.org.
We are not liable for the loss, corruption, alteration, or removal of any content transmitted via the Site or Services. You waive the right to seek damages and agree to hold us harmless for any such loss, alteration, corruption, or removal. You are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Site or Services.
We may at any time modify or discontinue, temporarily or permanently, all or any part of the Site, Services or your account, with or without notice. We will not be liable to you or any third party for any such modification, suspension, or discontinuance. The Site and Services are not intended to be used in countries where offering or providing the Services is illegal, and we do not offer the Services in such countries or to citizens of such countries, including the countries of Iran, Cuba, North Korea, Syria or Sudan.
We may offer Services through applications built using our platform, including mobile device applications or interactive plugins distributed on third-party websites. If you use Services through an application or interact with a Seasoned plugin on a third-party site, we may receive information about you and your use of the Services. Additionally, by using an application that relates to or enables your use of the Services, you are accepting the terms of any end-user license agreement associated with such application.
If you are accessing the Services through an application obtained from a third party such as the Apple App Store, you acknowledge and agree that these Terms are an agreement between you and Seasoned only, and not with the third party, and we, not the third party, are solely responsible for the Services and the content thereof. The license granted to use an iOS App is limited to a non-transferable license to use the App on an Apple Device that you own or control and as permitted by the usage rules set forth in the App Store Terms of Service.
We may ask that you expressly consent to our use of your phone number for the purposes of sending messages to you relating to the Site and/or Services, your account, updates, and other similar information. If you consent to such use, messaging and data charges from your phone carrier may apply. You can opt-out of receiving these messages at any time by replying “STOP” to any such text message or by emailing us at email@example.com.
From time to time, the Site and Services may contain references or links to third-party materials, applications, and websites. We provide such information and links as a convenience to you but does not endorse and is not responsible for any aspect of such applications or websites or any content, products, or information offered on such sites. We are not a publisher of third-party content accessed through the Services. We are not responsible for the content, accuracy, timeliness, or delivery of any opinions, advice, statements, messages, services, graphics, data, or any other information provided to or by third parties.
You are responsible for deciding if you want to access or use third-party applications or websites that link from our Services. If you allow a third-party application or website to authenticate you or connect with your Seasoned account, you authorize us to provide any of your Content and that application or website will be able to access information related to you and your connections. Third-party applications and websites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. We are not responsible for providing support or maintenance for any third-party application or website.
We are not responsible for third party applications or websites – use them at your own risk. We are not responsible for any third-party content, whether or not we reviewed or moderated such content and regardless of who originated that content. We do not in any way warrant the accuracy, reliability, security, completeness, usefulness, non-infringement, or quality of any third-party applications.
WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIRD PARTY CONTENT, APPLICATIONS AND WEBSITES. WE SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY LOSSES OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS OR OTHER INDIRECT OR CONSEQUENTIAL DAMAGES, RELATING TO YOUR USE OF OR RELIANCE UPON ANY THIRD PARTY CONTENT, APPLICATIONS OR WEBSITES.
You agree to comply with all applicable laws, rules, and regulations, including without limitation privacy laws, intellectual property laws, anti-spam laws, export control laws, and tax laws. You may not use our Site or Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:
• The transmission or posting of chain letters or pyramid schemes, or other acts that involve deceptive online marketing practices or fraud;
• Acts that may materially and adversely affect the quality of other users' experience;
• Actual or attempted unauthorized use or sabotage of any computers, machines, or networks;
• Introducing malicious programs into our Services, network or servers (e.g. viruses, worms, Trojan horses, etc.);
• Engaging in any monitoring or interception of data not intended for you without authorization;
• Attempting to circumvent authentication or security of any host, network, or account without authorization;
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Site or Services, or any part thereof;
• Adapt, modify or create derivative works based on the Site, Services, or technology underlying the Services, or other users’ content, in whole or part;
• Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Site or Services (excluding content posted by you) except as permitted in these Terms, or as expressly authorized by us in writing;
• Using any method, software, or program designed to collect identity information, authentication credentials, or other information;
• Transmitting or receiving, uploading, using or reusing material that violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets, or copyrights;
• Transmitting, receiving, uploading, using or reusing material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• Falsifying user identification information;
• Using the Services for anything other than lawful purposes including, but not limited to, intentionally or unintentionally violating any applicable local, state, national or international law; or
• Impersonating any person or entity, including, but not limited to, a Seasoned representative, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
We enforce a zero-tolerance SPAM policy regarding information transmitted through our network. We may determine in our sole discretion whether any transmissions are considered SPAM. SPAM includes, but is not limited to, the following:
• Bulk unsolicited e-mail, promotional material, or other forms of solicitation sent via the Site or Services, or e-mail that advertises any IP address belonging to us or any URL (domain) that is hosted by us.
• The use of web pages set up on ISPs that allow SPAM-ing that directly or indirectly reference customers to domains or IP addresses hosted by us.
• Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.
If we determine that you have posted one or more articles of SPAM, we may cancel your account immediately and take steps to prevent you from using our network at any time thereafter.
The Site and Services may permit users to interact and post public commentary or otherwise communicate. Accordingly, you agree that you will not post, send, submit, publish, or transmit in connection with the Site or Service, or cause to be posted, sent, submitted, published, or transmitted, any material that:
• advocates or could reasonably serve to encourage, either directly or indirectly, any illegal or immoral activity, or discusses an intent to commit an illegal act or violate any law, rule, or regulation;
• is vulgar, obscene, pornographic, incendiary, or indecent;
• threatens or abuses others;
• is libelous or defamatory toward others;
• is racist, abusive, harassing, threatening, or offensive;
• seeks to exploit or harm children by exposing them to inappropriate content, or asking for personally identifiable details or information;
• harvests or otherwise collects information about others, including email addresses, financial information, or other personally identifiable information, without their prior express consent in each instance;
• falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissibly uploaded (e.g. copyright, trademark, or patent notices);
• advertises any commercial endeavor or otherwise engages in any commercial activity (e.g. conducting raffles or contests, displaying sponsorship banners, and/or solicits goods or services) except as may be specifically authorized within the Service;
• solicits funds, advertisers, or sponsors for any purpose;
• amounts to a pyramid or other like scheme, including without limitation contests, chain letters, and surveys; or
• disobeys any policy or regulations including any code of conduct or other guideline(s) established from time to time regarding the use of the Service and/or any networks connected to the Service.
You acknowledge and agree that you may be exposed to content posted or transmitted by other users through the Site or Services that could be described by any of the foregoing or is otherwise offensive or inappropriate. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH EXPOSURE IS INHERENT IN THE NATURE OF THE SITE AND SERVICES, AND THAT WE SHALL HAVE NO LIABILITY OF ANY KIND WITH REGARD TO YOUR EXPOSURE TO SUCH CONTENT.
You may not use the Site or Services for the purpose of recruiting for another website or soliciting or otherwise contacting other users for employment or any other business purpose (other than connecting with other users for the purpose of receiving or providing a job in connection with the purpose of the Site and Services, as applicable, and in accordance with these Terms).
We respect the intellectual property rights of others and expect you to do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software, or other material that is protected by copyright or other proprietary right without obtaining permission of the copyright owner or other right holder. We have the right, but not the obligation, to remove any material we believe is or maybe, in our sole discretion, infringing or otherwise in violation of the rights of others.
If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to: firstname.lastname@example.org.
We may deny or restrict your access to all or part of the Site or Services without notice in our reasonable discretion if we deem that you have engaged in any conduct or activity that we believe violates the letter or spirit of any of these Terms. If we deny or restrict your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscription fees you have paid.
If these Terms or the Services are terminated for any reason or no reason, you will continue to be bound by these Terms. Following termination, you shall immediately cease use of the Site and Services and any license granted to you under any agreement related to your use of the Site or Services shall immediately terminate. Termination of these Terms or the Services does not relieve you from your obligation to pay us any amounts owed to us. We will not be liable to you or any third party as a result of the termination of these Terms or the Website or Services.
You are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts, or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to us any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers, or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords. We shall not be liable for any unauthorized use of payment accounts.
The Services and Site may be subject to delays or unavailability for a variety of factors beyond our control or as a result of planned maintenance and repair activities. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users, the Services, or the Site.
YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. THE SITE, ALL SITE CONTENT, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. WE DO NOT WARRANT THAT THE SITE OR SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. WE DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR SERVICE, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. WE DO NOT WARRANT AS TO THE QUALIFICATION, EXPERIENCE, OR SUITABILITY OF ANY CANDIDATE NOR THE ACCURACY OF A CANDIDATE'S PROFILE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, OUR WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
UNDER NO CIRCUMSTANCES WILL SEASONED, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“SEASONED PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY ACT OR OMISSION COMMITTED BY ANY CANDIDATE THAT YOU CHOOSE TO EMPLOY, NOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SITE AND SERVICES.
SEASONED’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID US FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) ONE HUNDRED (100) US DOLLARS.
SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE SEASONED PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN SECTIONS 15 AND 16 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
You agree to defend, indemnify and hold the Seasoned Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to (i) any violation of these Terms by you; (ii) your Content or any other content or material you submit or otherwise transmit through our Site or Services; (iii) your violation of any rights of another; or (iv) your use of the Site or Services. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to defense by you.
18.1. General. These Terms, along with any rules, guidelines, or policies published on the Site or Services constitute the entire agreement between Seasoned and you with respect to your use of the Site or Services. If there is any conflict between the Terms and any other rules or instructions posted on the Site or Services, these Terms shall control. No amendment to these Terms by you by shall be effective unless acknowledged in writing by us. Notwithstanding the foregoing, we reserve the right, in our sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. No independent contractor relationship, partnership, joint venture, employer-employee, or franchise relationship is created by these Terms.
18.2. Governing Law, Jurisdiction, and Venue. These Terms shall be governed by, and construed in accordance with, the laws of the state of Delaware, without reference to its choice of law rules. Subject to the arbitration provisions below, exclusive venue for any action arising out of or in connection with this agreement shall be in Wilmington, Delaware. The parties each hereby consent to the jurisdiction and venue in Wilmington, Delaware, and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that we are entitled to apply for injunctive remedies or other equitable relief in any jurisdiction.
18.3. Dispute Resolution. Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online, or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.
18.4. No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Site or Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
18.5 Limited Time to Bring Claim. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Site or Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred.
18.6. Seasoned’s Rights Cumulative. These Terms do not limit any rights that we may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to us, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to us.
18.7. Survival; Severability; Non-Waiver. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms will survive the termination of these Terms and termination of the Services. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right.
18.8. Assignment. You may not assign your rights or obligations under these Terms without our prior written consent, which may be withheld in our sole discretion.
18.9. Notice. If you have any questions, complaints, or claims, you may contact Seasoned at: 6504 Bridge Point Parkway, Suite 425, Austin TX 78730, email@example.com.