Terms of Service
Effective February 2019
Guide & Seek, Inc., a Delaware corporation (“we,” “us,” “our,” or “Guide & Seek”) offers a software as-a-service platform that brings together job seekers, training program staff and administrators, career counselors and job coaches, recruiters, and employers, to facilitate and improve the job placement and recruiting processes through websites, applications, software, data feeds, communications, and related services (“Services”). These Terms of Service (“Terms of Service”) constitute a legally-binding contract between you (“you” or “User”) and Guide & Seek, related to use or receipt of our Services. The parties to this Terms of Service are generally and interchangeably referred to herein individually as “Party” and collectively as “Parties.”
1. PERMISSION TO USE SERVICES
1B. Acceptance of Terms of Service
You agree that use or installation of our Services signifies that you have read, understood, and agree to be bound by the Terms of Service. If you do not agree to the Terms of Service, do not check “I accept,” “join now,” “sign up,” or similar affirmations when registering, accessing, and/or using Services, and do not use our Services. The Terms of Service become effective immediately upon your first use, visit, or other interaction with our Services, or your express acceptance of the Terms of Service, whichever occurs earlier in time.
Guide & Seek reserves the right to change these Terms of Service from time to time without notice. You acknowledge and agree that it is your responsibility to review these Terms of Service periodically and to be aware of any modifications. Your continued use of our Services after such modifications will constitute your acknowledgement of the modified Terms of Service and agreement to abide and be bound by them.
“Affiliates” includes any owners, subsidiaries, affiliated companies or entities, officers, directors, suppliers, partners, sponsors and advertisers of Guide & Seek, including, without limitation all parties involved in creating, producing and/or delivering our Services and its contents. You acknowledge and agree that the provisions of this Terms of Service that apply to Guide & Seek apply with equal force to Guide & Seek’s Affiliates, unless otherwise stated herein.
1E. Account Access
Each User must create an account to use our Services. You agree that any registration information you give to us will always be accurate, correct, and up-to-date. You further agree to: (1) choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account, and (4) follow the law and terms as set forth herein. You are responsible for your account unless you close it or report misuse.
Guide & Seek operates the Services. Any services provided separately by a third party are not included in our Services, even if the third party advertises such services through our Services.
2A. Modification, Disruption, or Discontinuation
Guide & Seek reserves the right to modify or discontinue the Services, including any features therein, at any time with or without notice. Guide & Seek shall not be liable to you or any third party in the event Guide & Seek chooses to exercise such right. We do not promise to store or keep showing any information you provided in connection with the Services unless otherwise required by law.
You understand and agree that temporary interruptions of our Services may occur as normal events. You further understand and agree that Guide & Seek has no control over third party services accessed in the course of the use of our Services, and therefore, delays and disruption of other services are beyond Guide & Seek’s control.
If you purchase any of our paid Services, you agree to pay us the charge for paid Services, along with applicable fees and taxes. You agree your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates). You agree your purchase may be subject to taxes based on location. You agree to any additional terms specific to the paid Services. Failure to pay charges, fees, and taxes will result in the termination of your paid Services and may result in closure of your account.
You further agree that Guide & Seek may store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your Services and to use to pay other Services you may buy.
2C. General Acknowledgements
You agree that you will:
Cooperate with us in all matters related to our Services;
Respond promptly to our requests and inquires related to our Services; and
Provide materials and information that we may reasonably request to perform and provide our Services to you and other Users.
2D. Job Seeker Acknowledgements
This section applies to Users who use our Services for job-seeking purposes. If you are a job seeker, you agree to and acknowledge the following:
You may elect to work with one or more job or career counselors or guides (each a “Guide”) through our Services.
A Guide may be employed by an educational program, Guide & Seek, private company, or other third party; may be a freelancer/independent party; or may be a job seeker’s friend, family member, colleague, or other trusted individual.
Guide & Seek is not responsible for the advice, communications, content, or actions of your Guide(s) under any circumstances, no matter whether or how the Guide is employed or compensated for the Guide’s services.
The information you upload to, input, or create on our Services will be used to provide recommendations to you and to other Users.
Guide & Seek does not guarantee that you will get you a job, or that it will get you a job better or faster than alternative job-seeking resources.
You are solely responsible for the actions you take via our Services. You are solely responsible for the accuracy and appropriateness of the content you upload to, input, or create on our Services.
Your use of our Services is subject to all applicable laws and regulations and the Terms of Service. Your use shall be in accordance with applicable restrictions concerning privacy and intellectual property rights.
Each User must be at least 18 years of age in order to use our Services. No one may provide any personal information related to a person under the age of 13 in connection with our Services.
Guide & Seek reserves the rights to impose additional eligibility requirements, including restricting use and access to our Services to invitation-only.
3B. Objectionable Content
By using our Services, you agree not to share, post, or otherwise distribute or facilitate distribution of any of Content in an Objectionable manner. “Content” is any information, content, design, compilation, magnetic translation, digital conversion organization, communications (whether written, verbal, or otherwise), software, photos, video, graphics, music, sounds, and other material that relate to our Services or can be viewed or used by Users on our Services. “Objectionable” includes, without limitation, any Content that:
Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or contains explicit or graphic descriptions or accounts of sexual acts, including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals or otherwise violates Guide & Seek’s rules or policies;
Victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or other protected characteristic;
Infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any person;
Constitutes spamming, which is defined as unauthorized or unsolicited advertising, junk or bulk email, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
Contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any Guide & Seek or third party data, or any other information of any third party;
Impersonates any person or entity, including any of Guide & Seek’s employees, representatives, or Affiliates; and/or
Attempts to breach another User’s online security, interferes with another User’s use and enjoyment of our Services or other services provided to them through our Services, or attempts to gain unauthorized access to another network or server.
We require that information posted by Users be accurate and not in violation of the intellectual property rights or other rights of third parties.
3C. Prohibited Conduct
You further agree that you will not:
Create a false identity on our Services, misrepresent your identity, create a User profile for anyone other than yourself, or use or attempt to use another User’s account;
Develop, support, or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology) to scrape our Services or otherwise copy profiles and other data from our Services;
Override any security feature or bypass or circumvent any access controls or use limits of our Services;
Access or attempt to access any of our Services by any means other than through the interface that is provided by us, unless you have been specifically allowed to do so in a separate agreement with us;
Copy, use, disclose, or distribute any information obtained from our Services, whether directly or through third parties, without our consent;
Reproduce, duplicate, copy, sell, trade, or resell our Services, or make derivative works based on our Services, for any purpose;
Assign or license your rights to use our Services as provided in the Terms of Service, grant a security interest in or over those rights, or otherwise transfer any part of those rights;
Disclose information that you do not have the consent to disclose (such as confidential information of others);
Violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets, or other proprietary rights;
Violate the intellectual property or other rights of Guide & Seek;
Post or upload anything that contains software viruses, worms, or any other harmful code;
Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for our Services or any related technology that is not open source;
Imply or state that you are affiliated with or endorsed by us without our express consent;
Rent, lease, loan, trade, sell/re-sell, or otherwise monetize our Services or related data or access to the same, without our consent;
Deep-link to our Services for any purpose other than to promote your profile on our Services, without our consent;
Use bots or other automated methods to access our Services, add or download contacts, or send or redirect messages;
Monitor our Services’ availability, performance, or functionality for any competitive purpose;
Engage in “framing,” “mirroring,” or otherwise simulate the appearance or function of our Services;
Overlay or otherwise modify our Services or their appearance;
Interfere with the operation of, or place an unreasonable load on, our Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or
Violate the policies or any additional terms concerning a specific Service that are provided when you sign up for or start using such Service.
4. USER DATA
You are solely responsible for determining whether User Data is appropriate to use on our Services or to share with Guide & Seek, other users, or other third parties. You agree to take full and sole responsibility for, and to indemnify Guide & Seek from, any causes of action or other liability caused by the transmission of protected, sensitive, proprietary, or personal data, whether belonging to you or to a third party, to our Services, and/or to Guide & Seek.
5. INTELLECTUAL PROPERTY
5A. Ownership of Guide & Seek Intellectual Property
Guide & Seek reserves all of its intellectual property rights to, and that subsist in, the Services. By accepting the Terms of Service, you acknowledge and agree that unless expressly stated otherwise, all trademarks, service marks, logos, commercial symbols and styles, software, code, layouts, processes, methods, designs, concepts, and all other Content generated by Guide & Seek used by Guide & Seek in providing its Services are solely owned by and are the property of Guide & Seek and/or its Affiliates and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. You may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any of the above from our Services in any form or by any means without prior written permission from Guide & Seek or other Content providers, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on our Services.
5B. Transfer and Assignment of Rights in Suggestions and Feedback
By submitting feedback, suggestions, or other comments regarding our Services to us, you agree that we can use and share such feedback for any purpose without compensation to you. We may use information provided by you in the form of feedback, suggestions, or other comments to improve existing Services and develop new products and services. By providing feedback, suggestions, and other comments, you (1) agree that any intellectual property rights (e.g., copyright, trademark, patent, trade secret, etc.) related to or arising from any such feedback, suggestions, and other comments will be the sole property of Guide & Seek; (2) irrevocably convey, transfer, and assign to Guide & Seek any rights, title, and interest in any intellectual property rights related to or arising from any such feedback, suggestions, and other comments; (3) disclaim any right, title, and interest in any intellectual property rights related to or arising from any such feedback, suggestions, and other comments; and (4) waive any claims and causes of action related to contribution to, or ownership of, any intellectual property rights related to or arising from any such feedback, suggestions, and other comments.
6. THIRD PARTY SERVICES AND INFORMATION
Our Services may link you to other sites on the Internet or otherwise include references to information, documents, software, materials, and/or services provided by other parties. These other sites and parties are not under Guide & Seek’s control, and you acknowledge that Guide & Seek is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor is Guide & Seek responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the site or party by Guide & Seek or any warranty of any kind, either express or implied.
7A. No Warranties as to Services
GUIDE & SEEK DOES NOT WARRANT THAT THE SERVICES WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SERVICES WILL OPERATE ERROR FREE, OR IN A TIMELY OR UNINTERRUPTED MANNER, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES ARE FULLY COMPATIBLE WITH ANY PARTICULAR PLATFORM. THE SERVICES ARE OFFERED ON AN “AS-IS” BASIS, AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN. TO THE EXTENT PERMITTED BY LAW, GUIDE & SEEK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
7B. No Warranties as to Content
The Content available on or through our Services is provided “as-is,” “as available,” and “with all faults.” Guide & Seek disclaims all warranties, express or implied, related to such Content. All responsibility or liability for any damages caused by viruses contained within any form or document, or transmitted through our Services, is disclaimed. The use of our Services, including the acquisition of any materials through our Services, is done at your own discretion and risk, and you are solely responsible for any damages that may result from such activities.
By using our Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. We generally do not review content provided by Users or others. You agree that we are not responsible for others’ (including other Users’) Content or information. We cannot always prevent misuse of our Services, and you agree that we are not responsible for any misuse.
YOU SPECIFICALLY ACKNOWLEDGE THAT GUIDE & SEEK SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
Our Services may contain bugs, errors, problems, inaccuracies or other limitations. Without limiting the foregoing, Guide & Seek makes no warranty that our Services will meet your requirements; or that our Services, interactions, results, contents or any other aspect of our Services will be error free, reliable, effective, accurate, uninterrupted, timely, or secure.
7D. No Warranties as to Advice Received
No advice or information, whether oral or written, from any person, including, but not limited to Guide & Seek, other users, Guides, recruiters, employers, schools, Affiliates, or anyone else shall create any warranty, representation, or guarantee not expressly stated in the Terms of Service.
7E. Services Subject to Change
Guide & Seek may make changes to the features, functionality, or Content of the Services at any time without notice.
7F. No Warranties as to Transactions with Third Parties
Through your use of our Services, you may have the opportunity to engage in commercial transactions. User acknowledges that all transactions relating to any merchandise or services offered by a third party, including but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and User. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
8. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GUIDE & SEEK SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF GUIDE & SEEK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
User’s exclusive remedy and Guide & Seek’s entire liability, if any, for any claims arising out of the Terms of Service and User’s use of our Services shall be limited to the total amount User paid Guide & Seek for the Services.
Guide & Seek shall not be liable in any way for third party goods and services, even if offered through Guide & Seek Services. Guide & Seek is separate from and assumes no liability for the actions of any other participants and Users of our Services or on or through our Services, including, without limitation, the actions of schools or educational partners, Guides, employers, recruiters, Affiliates, sponsors, other users, and other third parties.
THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND GUIDE & SEEK AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G., WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW, DEFAMATION, ETC.), EVEN IF GUIDE & SEEK OR ITS AFFILIATES HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.
User agrees to indemnify, defend, and hold Guide & Seek and Affiliates harmless from all liability, loss, claim and expense, including attorney’s fees, related to User’s violation of the Terms of Service or misuse of the Services. Guide & Seek hereby reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with Guide & Seek in asserting any available defenses.
11. INTERNATIONAL USE
Although our Services may be accessible worldwide, Guide & Seek makes no representation that materials on our Services are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Users who access our Services from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, services, and/or information made in connection with our Services is void where prohibited.
12. TERMINATION OF USE
You agree that Guide & Seek may, in Guide & Seek’s sole discretion, terminate or suspend your access to all or part of our Services with or without notice and for any reason, including, without limitation, breach of the Terms of Service. At any point in time, you may discontinue use of our Services, but Guide & Seek’s rights provided under this Agreement shall survive. Any suspected fraudulent, abusive, or illegal activity may be grounds for terminating User’s relationship and may be referred to appropriate law enforcement authorities.
Upon termination or suspension, regardless of the reasons therefore, your right to use our Services shall immediately cease, and you acknowledge and agree that Guide & Seek may immediately block your access to our Services. You acknowledge and agree that if Guide & Seek or you terminate access to your account, you may be prevented from accessing our Services, your account details, or any files or other Content which is contained in your account.
Guide & Seek shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Guide & Seek in connection with this Terms of Service. Sections relating to indemnification, limitation of liability and intellectual property rights within the Terms of Service, as well as your liability for any unpaid fees, along with any other terms that are intended to survive termination, shall specifically survive any such termination.
13. GOVERNING LAW
By accessing our Services, you agree that the statutes and laws of the State of Minnesota, without regard to the conflicts of laws principles thereof, will apply to all matters relating to the use of our Services. You agree and hereby submit to the exclusive personal jurisdiction and venue of the District Court of Hennepin County and the United States District Court for District of Minnesota with respect to such matters.
14. LEGAL COMPLIANCE
You agree to comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of our Services and provision of Content.
15. TIME RESTRICTIONS
Any cause of action by User with respect to our Services and/or any Content must be instituted within one year after the cause of action arose or be forever waived and barred.
Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have the right, power, or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other Party. The Terms of Service shall not be interpreted or construed to create association, joint venture, or partnership between the Parties or to impose any partnership obligation or liability on either Party.
Guide & Seek, in its sole discretion, may automatically assign this Terms of Service and all incorporated agreements. User may not resell, assign, or transfer any of its rights or obligations under the Terms of Service, in whole or in part, without Guide & Seek’s prior written consent, and any attempt to so resell, assign, or transfer will be null and void.
If a court finds any provision of the Terms of Service invalid or unenforceable, the remainder of the Terms of Service shall be interpreted so as to best effect the intent of the Parties. The Parties agree that the maximum period or scope legally permissible under such circumstances will be substituted for the period or scope stated herein.
The waiver of one Party of a breach of any provision of the Terms of Service by the other Party shall not operate or be construed as a waiver of any subsequent breach.
20. COMPLETE AGREEMENT
The Terms of Service and all incorporated agreements expresses the complete understanding of the Parties with respect to the subject matter of use of the Services and supersedes all prior representations and understandings between the Parties, unless set forth in a separate, additional agreement. To the extent that any incorporated agreements conflict with or are inconsistent with the Terms of Service, the stricter provision shall prevail.
At any time, Guide & Seek may amend the Terms of Service without specific notice to you. The latest Terms of Service will be posted on our Services, and you should review the Terms of Service prior to using our Services.
All notices to a Party shall be in writing and shall be made either via email or conventional mail. Notices to User may be sent to the email address, Facebook address, or physical address of User as available to Guide & Seek. Guide & Seek, at its sole discretion, may broadcast notices or messages through our Services to inform User of changes to our Services or other matters of importance, and such broadcasts shall constitute notice to User. Users may contact Guide & Seek at firstname.lastname@example.org.
Any notice or communication under these Terms of Service will be deemed delivered to the Party receiving such communication on the delivery date, if delivered personally to the Party; two business days after deposit with a commercial overnight carrier, with written verification of receipt; five business days after the mailing date, if sent by U.S. mail, return receipt requested; on the delivery date if transmitted by confirmed email or Facebook communication; or on the date of posting if transmitted by broadcast on our Services.
23. ATTORNEYS’ FEES
In any action, formal or informal, initiated by Guide & Seek to enforce the Terms of Service or as provided in Section 9, Guide & Seek will be entitled to costs and attorneys’ fees against User.
24. FORCE MAJEURE
In addition to any excuse provided by applicable law, Guide & Seek shall be excused from liability for non-delivery or delay in delivery of Services arising from any event beyond Guide & Seek’s reasonable control, whether or not foreseeable by either Party, including, without limitation, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond Guide & Seek’s reasonable control, whether or not similar to those which are enumerated above.