Last Updated: March 1, 2017
Agreement & Use of Services
You agree that by clicking “Join Now”, “Join UnLocked”, “Sign Up” or similar links, and registering, accessing or using our services (including UnLocked, our premium services, our related mobile apps, or any content or information provided as part of these services, collectively, “Services”), you are entering into a legally binding agreement (“Agreement”), even if you are using our Services on behalf of a company. Regardless of where you reside, your agreement is with Arve Capital, LLC D.B.A. UnLocked (each, “UnLocked” or “we”).
This Agreement applies to both registered users of our Services (“Users”) and unregistered users (“Visitors”).
Ownership of Content
UnLocked owns or licenses all text, graphics, photographs, trademarks, trade names, computer code, and other content associated with the Services (“Content”), including the design, structure, selection, coordination, expression, and “look and feel” of such Content. The Content associated with the Service is protected by various copyright, trademark, patent, trade secret, and other intellectual property laws.
You may not copy, display, distribute, translate, upload, download, or transmit any Content associated with the Services except as necessary to use the Services without UnLocked’s written consent.
You grant UnLocked a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use any user generated content that you post to UnLocked. This license ends when you delete such user generated from UnLocked.
To use the Services, you agree that: (1) you must be are at least 18 years old; (2) you will only have one UnLocked account, which must be in your real name; and (3) you are not already restricted by UnLocked from using the Services.
As between you and others, your account belongs to you. You agree to: (1) choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account (e.g., connections, groups) and (4) follow the law and best practices below. You are responsible for anything that happens through your account unless you close it or report misuse.
Note that for Premium Services purchased by another party for you to use (e.g., a Hiring Manager license for an employer), the party paying for the Premium Service controls such an account (which is different from your personal account) and may terminate your access to it.
You can use our Services as (1) a hiring manager for an employer (“Hiring Manager”), (2) a referrer of a job posting on UnLocked (“Referrer”) and/or (3) a candidate for a job posting on UnLocked (“Candidate”).
By using our Services as a Hiring Manager, you confirm that you are authorized to use UnLocked on behalf of your company and that your company will make all required payments to us, including any subscription fees and bonuses that you and UnLocked set for filling a job opening (“Bonus”), unless we have authorized you in writing to make a portion of a monetary Bonus payment. You, on behalf of your company, agree to notify us immediately when a Candidate accepts an offer, and to pay the Bonus to UnLocked, if required.
By using our Services as a Referrer, you agree to refer job postings only to individuals in your personal or professional network. You acknowledge that you are: not representing any entity besides yourself, and that you are not in conflict with any existing agreements that prohibit you from making referral on UnLocked. You also agree to notify us immediately after you become aware that a Candidate you referred accepted an offer from an employer through UnLocked. If two or more Referrers send a Candidate the same job posting, the Referrer Code used by the Candidate to submit his or her application material to the employer determines which Referrer will earn the Bonus. You acknowledge that receiving a bonus payment from UnLocked is not an offer for employment, unless explicitly stated.
By using our Services as a Candidate, you agree to notify us immediately when you accept an offer from an employer through UnLocked. You acknowledge that accepting a position through UnLocked with a company is not an offer for employment by UnLocked. You also acknowledge and agree that the Referrer Code you use when you submit your application to a company will determine which Referrer(s) will share in the Bonus if you are hired by the company.
UnLocked uses the Google Maps API(s) for location related profile fields. Therefore, by using our Service, you also agree to be bound by Google’s Terms of Service, which can be referenced here (https://www.google.com/policies/terms/).
Bonus Payment Terms
When a Hiring Manager posts a job description on UnLocked, he or she has full discretion over the amount of the Bonus. If you post a Bonus amount on a position, you agree to pay us the full amount and any applicable taxes for any referred individuals that confirm a start date for that position or a highly similar role as determined by UnLocked. (Note: Referred individuals that confirm a start date more than six (6) months from the original submittal date do not require a bonus payment.) Failure to pay these fees may result in the termination of your account. In our sole discretion, we may pay a portion of the Bonus amount. UnLocked will debit the bonus amount from the employer by the Candidate’s start date. UnLocked may take a portion of the Bonus as a platform fee and distribute the remainder to the Referrer and the Candidate, subject to their compliance with our terms and conditions.
We want to make payments convenient. As a Hiring Manager, you can fund your Bonus payment using a credit or debit card. YOU ARE RESPONSIBLE FOR PROVIDING US WITH A VALID PAYMENT METHOD FOR ALL FEES AND FOR THE TIMELY PAYMENT OF ALL FEES. You confirm that you are authorized to use any payment method that you provide to us. When you complete a transaction, you authorize us and our designated payment processor to charge the full amount to the payment method you designated. You also authorize us to store details regarding your payment method, along with other related transaction information, to avoid interruptions in your service (e.g., subscriptions), and to facilitate easy payment for new services. If you fund a payment and your UnLocked transaction results in an overdraft or other fees from your financial institution, you are responsible for that fee.
Our determination of the amounts payable by and to you is final and binding. We are not required to make any payments or deliver any Bonus to Referrers or Candidates if we have not received full payment from the employer or Hiring Manager. Referrers and Candidates must be in good standing with UnLocked to receive payments. If a referred person is already interviewing with the company
for that job opening, no Bonus will be paid.
You agree that you will:
- Comply with all applicable laws when using or accessing the Services, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, tax laws, and regulatory requirements;
- Provide accurate information to us and keep it updated;
- Use your real name on your profile;
- Use the Services in a professional manner;
- Accept responsibility for all activities and transactions that occur under your account; and
You also agree to abide by the following “best practices” regarding your UnLocked account. You agree that you will not:
- Create more than one personal account;
- Create an account for anyone other than yourself or, if you are a Hiring Manager, for your company;
- Create an account if you are under 18 years old;
- Create an account as a Candidate if you are not authorized to work in the United States;
- Create a new account without our permission if UnLocked disables your original account;
- Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content;
- Add content that is not intended for, or inaccurate for, a designated field (e.g., submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is no field provided by UnLocked);
- Use an image that is not your likeness or a head-shot photo for your profile; Create a false identity on UnLocked;
- Misrepresent your current or previous positions and qualifications;
- Misrepresent your affiliations with a person or entity, past or present;
- Misrepresent your identity, including but not limited to the use of a pseudonym;
- Use or attempt to use another's account;
- Harass, abuse or harm another person;
- Send spam or other unwelcome communications to others;
- Scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology);
- Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;
- Disclose information that you do not have the right to disclose (such as confidential information of others, including your employer);
- Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;
- Violate the intellectual property or other rights of UnLocked, including, without limitation, using the word “UnLocked” or our logos in any business name, email, or URL except as provided in the Brand Guidelines;
- Post any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unauthorized by UnLocked;
- Post anything that contains software viruses, worms, or any other harmful code;
- Manipulate identifiers in order to disguise the origin of any message or post transmitted through the Services;
- Copy or use the information, content or data of others available through the Services (except as expressly authorized);
- Copy or use the information, content or data on UnLocked in connection with a competitive service (as determined by UnLocked);
- Copy, modify or create derivative works of UnLocked, the Services or any related technology (except as expressly authorized by UnLocked);
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof;
- Imply or state that you are affiliated with or endorsed by UnLocked without our express consent (e.g., representing yourself as an accredited UnLocked trainer);
- Rent, lease, loan, trade, sell/re-sell access to the Services or related any information or data;
- Deep-link to our Services for any purpose other than to promote your profile or a Group on UnLocked (as set forth in the Brand Guidelines), without UnLocked's consent;
- Remove any copyright, trademark or other proprietary rights notices contained in or on our Service;
- Remove, cover or obscure any advertisement included on the Services;
- Collect, use, copy, or transfer any information obtained from UnLocked without the consent of UnLocked;
- Share or disclose information of others without their express consent;
- Use manual or automated software, devices, scripts robots, other means or processes to access the Services or any related data or information;
- Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;
- Monitor the Services' availability, performance or functionality for any competitive purpose;
- Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;
- Access the Services except through the interfaces expressly provided by UnLocked, such as its mobile applications;
- Override any security feature of the Services; and/or
- Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms).
UnLocked welcomes feedback concerning the Services, but we cannot treat unsolicited suggestions regarding improvements, changes, or other modifications to the Services as confidential or proprietary. You agree that UnLocked is under no obligation to treat such suggestions as confidential or proprietary.
Copyright Infringement Notices
If you believe that any content accessed through the Service constitutes infringement of your copyrights, you may send us a copyright infringement notice (otherwise known as a “takedown notice”) as set forth below.
To file a copyright infringement notice with Hesperios, please send us a written communication that includes:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed and information reasonably sufficient to permit Hesperios to locate the material (such as the URL for the work claimed to have been infringed).
- Information reasonably sufficient to permit Hesperios to contact you (such as an email address, physical address, or telephone number).
- A statement that the complaining party has a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We will promptly investigate such notices and advise you of the action taken.
All such notices should be sent to the mailing address in the Contact Us link on the UnLocked website or [email protected].
Changes to Services
We constantly change and improve our Services to better serve our users. We may add, alter or remove features and functions from the Services at any time without prior notice if such change does not negatively impact your payment obligations.
We may revise this Agreement from time to time, and we will post the most current version on our website. By continuing to use or access our Services after the revisions come into effect, you agree to be bound by the revised Agreement.
Either UnLocked or you may terminate this Agreement at any time with notice to the other. On termination, you lose the right to access or use the Services. The following shall survive termination:
- Our rights to use and disclose your feedback;
- Members' and/or Visitors' rights to further re-share content and information you shared through the Service to the extent copied or re-shared prior to termination;
- The Disclaimer & Limit of Liability, Indemnification, and Dispute Resolution & Governing Law sections of this Agreement.
- Any amounts owed by either party prior to termination remain owed after termination.
You can contact us to learn how to close your UnLocked account.
Disclaimer & Limit on Liability
TO THE EXTENT ALLOWED UNDER LAW, UNLOCKED (AND THIRD PARTIES THAT UNLOCKED WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NON-INFRINGEMENT; (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOME STATES DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
Exclusion of Liability
TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS UNLOCKED HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), UNLOCKED (AND THIRD PARTIES THAT UNLOCKED WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, TIME, OPPORTUNITIES, REPUTATION, PROFITS, OR REVENUES RELATED TO THE SERVICES. IN NO EVENT SHALL THE LIABILITY OF UNLOCKED (AND THIRD PARTIES THAT UNLOCKED WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR A PREMIUM SERVICE, IF ANY, OR (B) US $1000. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND UNLOCKED AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (WHETHER IN WARRANTY, TORT, CONTRACT, OR ANY OTHER THEORY OF LIABILITY). THIS LIMITATION OF LIABILITY APPLIES EVEN IF UNLOCKED HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW CERTAIN LIMITATIONS OR EXCLUSIONS OF LIABILITY, SO SOME OF THESE LIMITS MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless UnLocked and its shareholders, directors, officers, employees, agents, successors, and affiliated companies from any demands, claims, fines of third parties, and from any liabilities, costs, and expenses, including reasonable attorney’s fees, incurred by UnLocked as a result of your use or misuse of the Services.
Dispute Resolution & Governing Law
You agree that the laws of the District of Columbia, excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services. We both agree that all of these claims can only be litigated in the federal or state courts of the District of Columbia, and we each agree to personal jurisdiction in those courts, and to waive the right to challenge such jurisdiction.
We have the right, but not the obligation, to resolve disputes between users relating to UnLocked, which will be final and binding. Our resolution of a particular dispute does not create an obligation to resolve any other dispute.