Terms of Use Last Updated: December 31, 2022 1. ACCEPTANCE Welcome to the Protiviti website located at www.protiviti.com, together with any materials and services available therein, and successor site(s) thereto (the “Site”), which is operated by Protiviti Inc. (“Protiviti” or “we” or “us”). These Terms of Use (“Terms”) state the terms and conditions governing your use of and access to the Site and constitute a legally binding contract between you and Protiviti. These Terms incorporate any additional terms and conditions posted by Protiviti through the Site, or otherwise made available to you by Protiviti. PLEASE REVIEW THESE TERMS CAREFULLY. YOUR ACCESS TO AND/OR USE OF THE SITE CONSTITUTES ACKNOWLEDGEMENT OF HAVING READ AND UNDERSTOOD THESE TERMS AND YOUR ACCEPTANCE OF, AND CONSENT TO BE BOUND BY, THESE TERMS. IF YOU DO NOT ACCEPT AND CONSENT TO BE BOUND BY THESE TERMS, THEN YOU MUST NOT USE OR ACCESS THE SITE. We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting revised Terms through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. The “Last Updated” legend above indicates when these Terms were last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links), or offer opportunities to some or all Site users. 2. ELIGIBILITY By using the Site, you affirm that you are of legal age to enter into these Terms. If you are an individual accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Site and to any such Organization. The Site is intended for use by residents of the United States only. The Site is controlled and/or operated from the United States, and is not intended to subject Protiviti to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules, and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area, or jurisdiction that we choose. 3. LICENSE Subject to and conditioned on your compliance with these Terms, Protiviti grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to access and use the Site, and to download copies of the materials that we make available for download on the Site, in each case solely for your lawful non-competitive and non-commercial use. The Site, including all content, information, spreadsheets, data, and materials incorporated into or made available through the Site, is the exclusive property of Protiviti or its suppliers, and is protected by U.S. and international law. You agree not to access or use the Site, or any content, information, or materials incorporated into or made available through the Site, except as expressly permitted under these Terms. All trademarks, service marks, and logos displayed on the Site (the “Marks”) are the exclusive property of Protiviti or their respective third-party owners. Except for your right to view Marks on our Site, you are not granted any rights to the Marks. Nothing in the Site grants, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Site. 4. USER SUBMITTED MATERIALS The Site may include functionality that enables you to upload your résumé and/or other employment and career-related information, and may also enable you to submit comments, materials, or contact information including but not limited to your name, email address and phone number, or to chat and engage in other messaging functionality through interactive features such as blogs, message boards and other forums. All such résumés, information, comments, and materials are “Submitted Materials.” For clarity, you retain ownership of your Submitted Materials. If you choose to submit Submitted Materials, you hereby grant Protiviti a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Submitted Materials, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). If you choose to submit Submitted Materials, you represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submitted Materials, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party, including intellectual property rights. For each of the Submitted Materials, you further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of Submitted Materials that you may have under any applicable law under any legal theory. It is your responsibility to ensure the Submitted Materials are true, accurate, current, and complete. Protiviti may (but has no obligation to) screen, monitor, evaluate and remove any Submitted Materials at any time and for any reason, or analyze your access to and use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose. For clarity, certain information that you provide to Protiviti through the Site may also be governed by Protiviti’s Privacy Policy, located at https://www.protiviti.com/US-en/privacy-policy (the “Privacy Policy”). 5. FEEDBACK We do not accept or consider any unsolicited ideas, proposals, suggestions, or other materials whether related to the Site or otherwise (collectively, “Feedback”), including Feedback about new or improved products, technologies, or potential security vulnerabilities. Please do not submit any Feedback to us. If you do submit Feedback, you hereby acknowledge and agree that regardless of what your correspondence says, (a) Protiviti is not obligated to review, acknowledge, or pay you for any Feedback; (b) such Feedback automatically becomes our intellectual property, without any compensation to you, and we may use or distribute the Feedback in any way and for any purpose without restriction; (c) Protiviti has no fiduciary or other obligation to you or to any other person; (d) Feedback shall be deemed to be non-confidential; and (e) Protiviti has no obligation to keep Feedback confidential. 6. RULES OF CONDUCT In connection with the Site, you agree NOT to: Post, transmit, or otherwise make available through or in connection with the Site, any Submitted Materials or Feedback that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or that otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent, or otherwise tortious; (c) obscene, indecent, pornographic, or otherwise objectionable; or (d) protected by a third party’s copyright, trademark, trade secret, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner. Post, insert, transmit, or otherwise make available through or in connection with the Site any malicious or harmful software that is or is intended to: (a) make unauthorized changes to or cause damage to any hardware, software, or equipment; (b) copy, provide unauthorized access to, or prevent authorized access to, confidential information or personal data; or (c) prevent detection of any unauthorized invasion of any hardware, software, or equipment (each, a “Virus”). Use the Site for any purpose that is fraudulent or otherwise tortious or unlawful. Harvest or collect information about users of the Site. Interfere with or disrupt the operation of the Site, or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site, or violate any requirement, procedure, or policy of such servers or networks. Restrict or inhibit any other person from using the Site. Reproduce, copy, modify, adapt, translate, create derivative works of, sell, resell, license, sublicense, rent, lease, loan, timeshare, distribute, or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein. Reverse engineer, decompile, or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law. Remove any copyright, trademark, or other proprietary rights notices from the Site. Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service. Systematically download and store Site content. Use any robot, spider, site search/retrieval application, or other manual or automatic device to retrieve, index, “scrape,” “data mine,” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without Protiviti’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, Protiviti grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Protiviti reserves the right to revoke such permission either generally or in specific cases, at any time and without notice. Permit, assist, or encourage any other person to do any of the foregoing in this section or to engage in any act or omission that would constitute a breach of these Terms. 7. ACCOUNT AND PASSWORD You may need to register for an account to use portions or all of the Site. We may reject or require that you change any username, password, or other information that you provide to us in registering. You, and not Protiviti, are responsible for any use or misuse of your username or password. In particular, it is your sole responsibility to: (a) maintain the confidentiality of your account login and password; (b) frequently update and revise your password; and (c) promptly notify Protiviti if there is any unauthorized use of your account or any breach of security. 8. THIRD-PARTY MATERIALS The Site may make available or provide links to third-party websites, content, or information (“Third-Party Materials”). Protiviti does not control, and is not responsible for, any Third-Party Materials and the availability of, or any links to, any Third-Party Materials on the Site do not imply endorsement of, or affiliation with, the provider of Third-Party Materials. Your use of Third-Party Materials is at your own risk. 9. INDEMNIFICATION You agree to indemnify, defend, and hold harmless Protiviti and its affiliates, officers, directors, agents, and employees from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to your access to or use of, or activities in connection with, the Site (including any Submitted Materials), or your violation or alleged violation of these Terms or the Privacy Policy. 10. DISCLAIMER THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, AND PROTIVITI EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SITE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE, OR TRADE. While we try to maintain the timeliness, integrity, and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct, or secure, or that access to the Site will be uninterrupted. We are not responsible for any inaccuracies, errors, or materials on the Site. Additionally, we are not responsible for any unauthorized alterations to the Site made by third parties. You expressly acknowledge that the Site might be affected by circumstances beyond Protiviti’s control, might not be continuous, uninterrupted, or secure, and is subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Protiviti is not responsible or liable for any delays, failures, damage, loss, or liability resulting from any of those problems. You acknowledge that security measures used by or on behalf of Protiviti and its subcontractors and service providers might not protect the Site against unauthorized access, use, or disclosure. Protiviti is not responsible or liable for any unauthorized access to, or use, alteration, theft, or destruction of the Site or any data stored or processed on the Site (including Submitted Materials), whether through accident, fraudulent means or devices, or any other method. Further, without limiting the foregoing, Protiviti: (a) does not guarantee that you will receive any employment or job offers through the Site; (b) will not be responsible for any employment offers or listings, employment screenings, employment decisions, or actual employment presented by third parties; and (c) is neither your employer nor your agent based solely on your usage of the Site. 11. LIMITATION OF LIABILITY PROTIVITI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AGGRAVATED, OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, OR DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INTANGIBLES, OR LOSS OF SECURITY OF SUBMITTED MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION OF, ACCESS TO, OR ALTERATION BY THIRD PARTIES OF ANY SUBMITTED MATERIALS, DATA, OR OTHER INTANGIBLES), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, PROTIVITI WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR FROM ANY THIRD-PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THE MAXIMUM AGGREGATE LIABILITY OF PROTIVITI FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL BE $100. Applicable law may not allow for limitations on certain implied warranties and conditions, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have certain additional rights. 12. TERMINATION Protiviti may terminate or suspend your access to the Site at any time, with or without cause or notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension: (a) your right to access and use the Site will immediately cease; (b) Protiviti may immediately deactivate or delete your username, password, and account; (c) Protiviti will be under no obligation to maintain or provide you with access to any materials associated with your account (including Submitted Materials or Feedback), and may retain or delete such materials in Protiviti’s sole discretion; and (d) except for the license granted to you to access and use the Site, the remaining provisions of these Terms will survive and continue in effect. 13. NOTICE OF COPYRIGHT INFRINGEMENT The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send to Protiviti a written notice by mail, email, or fax requesting that Protiviti remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Protiviti a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to: Copyright Agent Protiviti Inc. Attn: Grace Chung, Senior Corporate Counsel, Legal Department 2884 Sand Hill Road Suite 200 Menlo Park, California 94025 Email: [email protected] Phone: (650) 234-6000 We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice. 14. GOVERNING LAW; JURISDICTION These Terms are governed by and will be construed in accordance with the laws of the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in Santa Clara County, California, U.S.A., and waive any jurisdictional, venue, or inconvenient forum objections to such courts. 15. INFORMATION OR COMPLAINTS If you have a question or complaint regarding the Site, please send an email to [email protected]. You may also contact us by writing to: Webmaster Protiviti Inc. 2884 Sand Hill Road Suite 200 Menlo Park, California 94025 Please note that email communications will not necessarily be secure. Accordingly, you should not include credit card information or other sensitive information in your email correspondence with us. 16. GENERAL These Terms do not, and will not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Protiviti. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction. No waiver by either party of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.” These Terms, including any terms and conditions incorporated herein, constitute the entire agreement between you and Protiviti relating to the subject matter hereof, and supersede any and all prior or contemporaneous written or oral agreements or understandings between you and Protiviti relating to such subject matter. Notices to you (including notices of changes to these Terms) may be made via posting to the Site or by email (including in each case via links), or by regular mail. Without limitation, a printed version of these Terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Protiviti will not be responsible for any failure to fulfill any obligation due to any cause beyond its control. Site © 2005–2023 Protiviti Inc. unless otherwise noted. All rights reserved. An Equal Opportunity Employer M/F/Disability/Veterans.
