Terms of UseLast updated: 18 April 20191. ACCEPTANCEWelcome 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.PLEASE REVIEW THESE TERMS CAREFULLY. YOUR ACCESS TO AND/OR USE OF THE SITE CONSTITUTES 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).2. ELIGIBILITYThe Site is not intended for use by minors. If you are a minor, you should not access and use the Site. 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 must ensure 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 controlled or operated (or both) from the United States. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. You are responsible for making sure that you are allowed to use the Site, 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. LICENSESubject to and conditional on your compliance with these Terms, Protiviti grants you and your Organization 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 legitimate 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 or to the extent you have non-excludable rights at law to do so.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 or otherwise, any license or right to use any Marks displayed on the Site.4. USER SUBMITTED MATERIALSThe Site includes functionality to enable you to upload your résumé and/or other employment- and career-related information, and may also enable you to submit comments and materials through interactive features such as message boards and other forums, and chatting, commenting and other messaging functionality (all such résumés, information, comments, and materials are “Submitted Materials”). For clarity, you retain ownership of your 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, communicate, 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). You are responsible for backing up your Submitted Materials.In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed Submitted Materials, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place Protiviti under any fiduciary or other obligation.You must ensure 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. You unconditionally and irrevocably consent to any and all acts or omissions, whether occurring before or after the date of this consent, which would (without this consent) otherwise constitute a breach or infringement of your "moral rights" in all Submitted Materials and, to the maximum extent permitted by law, further irrevocably waive for the benefit of Protiviti, its licensees, successors in title and anyone else Protiviti authorizes to do acts comprised in the copyright any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding the Submitted Material that you may have under any applicable law under any legal theory. You also agree that, to the extent the consent or waiver above does not operate as an immediate consent in relation to, or a waiver of, these rights, to give a written consent and waiver at any time at Protiviti's request in accordance with this section.You also agree that, to the extent the consent or waiver above does not operate as an immediate consent in relation to, or a waiver of, these rights, to give a written consent and waiver at any time at Protiviti's request in accordance with this section.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 permitted by applicable law.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”). You must ensure that any information you provide in connection with the Site is accurate and complete in all respects, and you agree that you will maintain and update such information as needed.5. RULES OF CONDUCTIn connection with the Site, you agree NOT to:Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or 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 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, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use 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, or send unsolicited commercial electronic messages (spam) to 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, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein or you have Non-excludable Rights (see section 9) to do so.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 notice 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 except to the extent you are expressly authorized in these Terms of Use or have Non-excludable Rights (see section 9) to do so.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 advance notice.6. ACCOUNT AND PASSWORDYou may need to register for an account to use portions of the Site. We may reasonably reject, or require that you change, any user name, password or other information that you provide to us in registering. You are responsible for use or misuse of your user name or password by you or any other person who obtains access to your user name and/or password through or from you. In particular, it is your 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 you become aware that there is any unauthorized use of your account or any breach of security.7. THIRD PARTY MATERIALSThe 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 any Third Party Materials on the Site does not imply endorsement of, or affiliation with the provider of Third Party Materials. Subject to section 9, your use of Third Party Materials is at your own risk.8. INDEMNIFICATIONYou 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 in connection with a claim by a third party that your Submitted Materials violate applicable laws or infringe that third party's rights (including intellectual property rights).9. NON-EXCLUDABLE RIGHTSCertain legislation, including consumer protection laws, may confer rights and remedies on you which cannot be excluded, restricted or modified ("Non-excludable Rights"). Nothing in these Terms of Use is intended to exclude, restrict or modify your Non-excludable Rights beyond the extent which is permitted by applicable law.10. DISCLAIMERTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 9:THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, AND PROTIVITI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AND WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR 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, accurate or secure, or that access to the Site will be uninterrupted. Third parties could make unauthorized alterations to the Site and the Site may include inaccuracies, errors and materials that violate or conflict with these Terms.Further, without limiting the foregoing, Protiviti (a) does not guarantee that you will receive any employment or job offers through the Site; and (b); is neither your employer nor your agent based solely on your usage of the Site.11. LIMITATION OF LIABILITYTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 9:NEITHER PARTY WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR FOR ANY DAMAGES FOR LOSS OF REVENUE OR PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF OPPORTUNITY OR SAVINGS, OR LOSS OF SECURITY OF SUBMITTED MATERIALS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMITTED MATERIALS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND IRRESPECTIVE OF THE LEGAL BASIS FOR SUCH LIABILITY, WHETHER IN CONTRACT (INCLUDING UNDER AN INDEMNITY), TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY. 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. EXCEPT IN RESPECT OF THE INDEMNITIES AGAINST THIRD PARTY CLAIMS IN SECTION 8 FOR WHICH YOUR LIABILITY IS NOT SUBJECT TO ANY LIMIT, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL BE THE GREATER OF: (A) THE TOTAL AMOUNT (IF ANY) PAID BY YOU TO PROTIVITI FOR SERVICES PROVIDED VIA THE WEBSITE; AND (B) US$100.TO THE EXTENT TO WHICH PROTIVITI IS ENTITLED TO DO SO, PROTIVITI LIMITS ITS LIABILITY IN RESPECT OF ANY NON-EXCLUDABLE RIGHTS, AT ITS OPTION TO:IN THE CASE OF SERVICES, ANY ONE OR MORE OF THE FOLLOWING:THE SUPPLYING OF THE SERVICES AGAIN; ORTHE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.YOU UNDERSTAND AND AGREE THAT THE SITE AND ITS MATERIALS ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU UNDERSTAND AND AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR, AND WAIVE ANY CLAIM AGAINST PROTIVITI, ITS PARENTS, AND SUBSIDIARIES, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES FOR ANY LOSS, DAMAGE AND EXPENSE (OR CLAIM THEREOF) RESULTING FROM YOUR USE OF THE SITE AND ITS MATERIALS. YOU AGREE THAT THE AVAILABILITY OF THE SITE AND ITS MATERIALS SHALL NOT BE CONSTRUED AS THE RENDERING OF ANY TAX, LEGAL, ATTEST, ACCOUNTING, AUDITING OR OTHER PROFESSIONAL, SERVICES OR ADVICE.12. TERMINATIONYou or 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 user name, password and account; (b) Protiviti will be under no obligation to maintain or provide you with access to any materials associated with your account (including Submitted Materials), and may retain or delete such materials; and (c) Protiviti's right to use Submitted Materials pursuant to section 4, sections 8 (indemnification) to 11 (limitation of liability) and all provisions of these Terms that, by their nature, survive termination or expiry, will survive and continue in effect.13. NOTICE OF COPYRIGHT INFRINGEMENTThe 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, e-mail 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 in order to be valid for DMCA purposes. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to:Copyright AgentProtiviti Inc.Attn: Jeffrey Chow, Corporate Counsel, Legal Department2884 Sand Hill RoadSuite 200Menlo Park, California 94025 Email: [email protected] Phone: (650) 234-6000We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.If you wish to report a non-U.S. copyright infringement, we request that you nevertheless use the DMCA notification process described in this section, as this will allow Protiviti to more efficiently address you request.14. GOVERNING LAW; JURISDICTIONThese 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 and Protiviti each agree to non-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 COMPLAINTSIf you have a question or complaint regarding the Site, please send an e-mail to [email protected]. You may also contact us by writing to Webmaster Protiviti Inc., 2884 Sand Hill Road, Menlo Park, California 94025. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.16. GENERALThese 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 will not assign, transfer, or sublicense any or all of our rights and obligations under these Terms unless pursuant to a legitimate business reason. 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.” To the maximum extent permitted by applicable law and subject to section 9, 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 e-mail (including in each case via links), or by regular mail. Neither of us will be responsible for any failure to fulfill our obligations to the extent the failure is due to any cause beyond its control.Site © 2005–2019 Protiviti Inc. unless otherwise noted. All rights reserved.
