TERMS OF USE

1 SITE & SERVICES

These Terms of Service govern your use of the website located at https://www.openstaff.in and any related services provided by Openstaff.

These OpenstaffTerms of Service terms (the “Terms of Use”) are a binding agreement between you (“User” or “you”) and us, OpenstaffSoftware, LLC. (“Openstaff”, “us”, “we” or “our”, etc.) that governs your access and use of the talent related products and services on our website Openstaff.com (the “Site”).

There are two types of Users on the Site:

Candidates: Users that access the Site through the account of a potential employee or contractor.
Employers: Users that access the Site through ƒthe account of a potential employer and who possess an email address with such employer. For Employers, references to “User” and “you” include any employer or other party you may be acting on behalf of in accessing our talent related products and services at the Site.

If you are not a Candidate or an Employer, for example, if you are an external third-party recruiter or agency (including talent marketplaces), then you may not use the Site or the Services for any purpose.

By accessing the Site or any of the Services, you agree to these General Terms, any Service Terms applicable to the Services you have accessed, and our Privacy Policy posted at openstaff.io/privacy (collectively, the “Terms”). If you don’t agree with any provision of the Terms, you may not use the Site or the Services.

Openstaff and its affiliates are not obligated to provide you with any support, updates, enhancements, or fixes for the Site or Services (collectively, “Updates”). Openstaff may occasionally provide Updates to the Site or Services at its sole discretion (and without any advanced notification to you). Any such Updates shall become part of the Services and subject to the Terms.

If you want to use the Services, you will need to create an account (“Account”) and fill out an associated User profile. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you will notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.

If you are an Employer you may have the ability to grant the Accounts of other Users certain permissions (“Permissioned Users”) to act on your behalf in certain respects, such as for recruiting and/or candidate outreach purposes. By granting such permissions you hereby represent and warrant that (i) any such Permissioned User is authorized to act on your behalf; (ii) you are financially responsible for any such Permissioned User’s actions taken in accordance with such permissions, including, if applicable, the execution of binding contracts on your behalf; and (iii) you will ensure that any such Permissioned User complies with the Terms and be fully and directly liable to Openstaff for any act or omission of any such Permissioned User in connection with the Terms, the Site or the Services.

2 CONTENT OWNERSHIP, RESPONSIBILITY AND REMOVAL

Definitions. For purposes of the Terms: (i) “Content” means text, graphics, images, music, software, audio, video, data, works of authorship of any kind, and information or other materials that are posted, generated, provided, transmitted or otherwise made available through the Services; and (ii) “User Content” means any Content that you or any User of your Account provides to be made available through the Services, including, without limitation, any profile information, the content of your communications or postings on the Services, and any other information that you provide to us or another User in connection with the Service.

Our Content Ownership. We do not claim any ownership rights in any User Content and nothing in the Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, and as between the parties, we exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content. You acknowledge and agree that Openstaff does not inquire into the backgrounds of its Users or attempt to verify the Content provided by its Users (although it reserves the right to conduct any background check or other screening at any time using available public sources).

Rights in User Content Granted by You. By making any User Content available through the Services you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, worldwide, royalty-free license, with the right to sublicense through multiple tiers, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating, improving, promoting and providing the Services and Content to you and to other Users.

Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, rights of publicity or privacy, moral rights, or result in the violation of any applicable law, rule or regulation.

Removal of User Content. You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content (such as posts or comments you make, your profile information or messages you send) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

Right to Control Content. Openstaff may, but is not required to, monitor, edit, remove or in any other manner control the Content posted via the Site and Services. Our non-exercise of this right does not give you any right to make a claim against an Openstaff Party. Any Content that has been uploaded through the Services may be deleted or modified at any time without notice to you.

3 COVENANTS

Our goal is to provide the Site and the Services as a platform for Candidates and Employers to connect, communicate and positively develop employment relationships. In order to help us in achieving this goal, you agree that:

You have the right, authority, and capacity to enter into the Terms on your own behalf and on behalf of any entity for whom you are acting;
You are at least 16 years old, and that if you are less than 18 years old, your parent or legal guardian has agreed to stand behind any agreement you enter into as a participant on Openstaff;
You have read and understood the General Terms, any applicable Service Terms and Privacy Policy before using the Site and the Services, and you will review any updates to the foregoing;
Your use of the Site or Services is not prohibited based on your residence, jurisdiction of organization, citizenship or location from which you are accessing the Site and Services;
You shall be solely responsible for maintaining the confidentiality of your login information including your User ID and password;
Prior to acting for any third party in respect of the Site or Services (including any entity, employer or recruiting agency), you will disclose all such third parties to us;
You will promptly update your registration information (including your e-mail address and other contact information) and all Content you provide so that it remains correct and complete;
You will conduct yourself in a professional and honest manner in all your interactions with Openstaff, the Site and Services, and with any other User, including refraining from defaming, disparaging, threatening, harassing, or intimidating anyone or using misleading, profane, offensive, obscene, or otherwise objectionable content or language;
To the extent that Openstaff is determined, for any reason, not to be the licensee of any User Content you have shared through the Site including all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively “Moral Rights”), you hereby (a) ratify and consent to any action that may be taken by Openstaff to obtain licenses with respect to such Moral Rights and agree not to assert any Moral Rights with respect thereto, and (b) agree that you will confirm any such ratifications, consents and agreements from time to time as requested by Openstaff;
Your User Content will be viewable by other Users and Openstaff shall not be responsible for any republishing of the same through third party services and websites (whether in accordance with the Terms or in breach thereof such as by a third party that hacks into our Site or scrapes Content);
You will not post any inaccurate, misleading or deceitful User Content and any jobs that you list through the Services will be accurately described with respect to the nature, location and compensation being offered;
You are not relying on Openstaff to, and you understand that we do not, review, confirm, monitor, endorse, support, represent, guarantee or have any knowledge of the completeness, truthfulness, accuracy or reliability of any Content or communications posted via the Site or Services;
By using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate, incomplete or otherwise inappropriate, and that you have no claim against Openstaff, its affiliates and their employees and other representatives for any such material;
The Service may include advertisements or other similar items, which may be related to Content, queries made through the Services, or other information, and you have no claim against Openstaff for the placement of advertising or similar Content on the Services or in connection with the display of any Content or other information from the Services;
You will communicate with Candidates and Employers through the Services solely for the purpose of recruitment and hiring with respect to jobs, roles and opportunities posted on the Services, and you will not solicit or advertise to any other User through the Services for any other purpose, including, but not limited to, investment opportunities, training programs, incubators or anything else unrelated to the jobs, roles and opportunities posted on the Services;
If you are an Employer, your hiring and/or application process does not contain atypical requirements (as determined in our discretion), including but not limited to, application fees, investment in your Company, unpaid trial periods, or applying on another platform or website; and
You will comply with all applicable laws, rules and regulations in using the Site and the Services, as well as in engaging in any contractual relationship resulting therefrom.
You agree that you will not:
- use a name, email address or other identifying information that has the effect of hiding your own affiliation or identity or use a name, e-mail address or other identifying information that belongs to another person;
- use a User ID, password or other login information that is subject to any rights of another person without appropriate authorization;
- create an account or use the Site or Services if you have been previously removed by Openstaff, or if you have been previously banned from the Site or Services;
- copy, disclose or distribute Content except as expressly permitted by the Terms (including through the use of automated or non-automated harvesting, collection or “scraping”) or otherwise use the Site or Services for competitive purposes;
- use any Content, or other information acquired from the Site or through your use of the Services for commercial activity or in a manner that directly or indirectly competes with Openstaff, the Site or the Services;
- use any automated system (including a spider, robot, or offline reader) to access the Site or Services in a manner that takes more bandwidth or produces greater load on Openstaff network or servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except Openstaff grants public search engines revocable permission to copy materials from the publicly available searchable indices of the materials, excluding any caches or archives of such materials);
- behave inappropriately towards any User of the Site or Services, or use the Site or Services to behave inappropriately towards any other third party (including by stalking, hacking, phishing, harassing, spamming, bullying, insulting, or otherwise harming anyone);
- post any User Content that is fraudulent, false, misleading, defamatory, slanderous, libelous, obscene, threatening, unlawful, infringing, inflammatory, or in violation of agreements or policies you are subject to, and any jobs that you list through the Services will be accurately described with respect to the nature, location and compensation being offered;
- interfere with, disrupt, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site or Services or related networks;
- destroy, manipulate, remove, disable, redact, modify, distort or harm any Content provided by another User or any functionality or feature of the Site or Services (including by de-indexing or de-caching our Site);
- upload worms, Trojan-horses, viruses, malware, invalid data or other software agents through the Site and/or Services;
- market competing services to Users you have identified through Openstaff, the Site or Services;
- rent, lease, resell, sublicense, distribute, or otherwise transfer access to any of the Services, or use any of the Services for service bureau or time-sharing purposes or in any other way allow third parties to exploit any of the Services;
- claim any right to access, view or alter any source code or object code supporting Openstaff; and
- encourage or enable any other person or entity to do any of the foregoing.

4 PRIVACY AND CONFIDENTIALITY

Openstaff values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Services. The Privacy Policy explains how Openstaff treats your personal information and protects your privacy when you access the Site or use the Services.

By using the Services you may have an opportunity to see Content created by other Users. You agree not to copy, distribute or disclose that Content or permit any other person to do so.

As a Candidate, you agree to keep all communications received from Employers (other than offers of employment and their terms) confidential and not to disclose any hiring opportunities identified through the Site or Services without the Employer’s permission.

As an Employer, you agree to keep Candidate identities and information confidential. You agree not to disclose any information related to a Candidate within your organization, except as necessary to make hiring related decisions about that Candidate.

As either a Candidate or an Employer, you agree to take appropriate precautions to protect Content you obtain from the Site against misuse or disclosure.

5 RELEASE AND INDEMNITY

Release. You hereby irrevocably release any claims you may have against Openstaff, its affiliates, and the directors, officers, managers, partners, employees, members, owners, shareholders, agents and representatives of the foregoing (the “Openstaff Parties”) that are related to:

1. the Site, the Services or your use of Content, including any representations, recommendations or referrals you may receive or make as a result of your registration with Openstaff;

2. misstatements, inaccuracies, misrepresentations, incompleteness or omissions in Content, and your reliance on the quality, accuracy or reliability of any job postings, profile information, recommendations and metrics used on or available through the Site or the Services;

3. contractual obligations or any other obligations that may arise, including by statute or operation of law, through communications made by Users (including any employment or contractual relationship between a Candidate and an Employer, which relationships you expressly acknowledge that Openstaff shall not be considered a party to and shall not be considered a joint employer therein);

4. violations of the Terms, including through other Users posting Content that is fraudulent, false, misleading, defamatory, slanderous, libelous, profane, obscene, invasive, threatening, harassing, bullying, intimidating, unlawful, infringing, inflammatory, or in violation of agreements or policies the User is subject to;

5. any use by a third party of Content obtained from the Site or Services, including any misappropriation, infringement, or other unlawful activity that a third party may undertake after obtaining Content in contravention of the Terms or applicable laws, rules or regulations; and

6. your inability to use or access the Site the Services or any Content, including, without limitation, as a result of (i) any suspension or termination of your Account; (ii) viruses, malicious code, bugs, glitches or errors in the Site or the Services; or (iii) delays, outages or disruptions that affect the Site or the Services.

You are solely responsible for your use of the Site, Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other Users and third parties. Without limiting the generality of the foregoing, Employers and Candidates assume all liability for proper classification of Candidates as independent contractors or employees based on applicable legal guidelines. Employers and Candidates acknowledge that Openstaff does not, in any way, supervise, direct, or control the manner, means, or conditions of any work or services performed. Openstaff does not set work hours, location of any work pursuant to any contractor relationships. Openstaff will not provide either party with training or any equipment, labor or materials needed, or supervision of a Candidate for any engagement. Openstaff will not set the rate or method of contractor payment, process contractor invoices, nor will it provide benefits or deduct any amount for withholding, unemployment, Social Security, or other taxes. Employers and Candidates will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, with respect to any engagement resulting from their use of the Site or the Services.

You acknowledge and agree that Openstaff is not a party to the relationship or any dealings between Users of the Services or the Site, including, without limitation any relationship or dealings between Employers and Candidates. Without limiting the foregoing, you acknowledge that Users are solely responsible for (i) verifying and ensuring the accuracy, completeness and legality of any Content; (ii) determining the suitability of any Candidate for any job or opportunity posted through the Services (including, by way of interviews, vetting, references, background checks and other similar actions); (iii) assessing the reputation, stability and outlook of any Employer, or the quality, benefits and drawbacks of any job posted by an Employer through the Services; or (iv) negotiating and executing any applicable employments offers, letters or agreements between Users;

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.

Indemnity. You agree to defend, indemnify and hold harmless each of the Openstaff Parties from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (“Losses”) arising from: (a) your or your Permissioned Users’ use of the Site or Services or use of the Site or Services by a third party using your or your Permissioned Users’ login information; (b) your or your Permissioned Users’ violation of the Terms or any applicable law, rule or regulation, or such a violation made by a third party using your or your Permissioned Users’ login information; (c) your or your Permissioned Users’ violation of any third party’s right (including by defamation, fraud, or infringement of intellectual property rights such as copyright, logo, trademark, service mark, trade name, property or privacy right) or any such violation caused by a third party using your or your Permissioned Users’ login information; (d) any amounts awarded against or required to be paid by any Openstaff Party in connection with any dispute between or involving you and another User, including, without limitation, disputes arising from an employment, contractual or similar relationship between an Openstaff Party and you or another User based on communications you or your Permissioned User (or a third party using your or your Permissioned Users’ login information) made through the Site or Services; (e) any Content you or your Permissioned User (or a third party using your or your Permissioned Users’ login information) shared with other Users through the Site or Services; and (f) your and your Permissioned Users’ negligence, willful misconduct or fraud. You shall pay all reasonable attorneys’ fees, court costs, settlements, disbursements and other defense costs in connection with the Losses arising under this paragraph. Your obligations under the foregoing indemnity may not be offset against any other claim you may have against the any Openstaff Parties. You remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Site and Services. You agree that the provisions in this paragraph will survive any termination of your Account(s), the Site or the Services.

6 LIMITATION OF LIABILITY

YOU AGREE AND ACKNOWLEDGE THAT IN NO EVENT SHALL ANY OPENSTAFF PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICE OR THE CONTENT, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LITIGATION COSTS OR A LOSS OF REPUTATION, OPPORTUNITIES, USE, DATA, REVENUE OR PROFITS, WHETHER OR NOT ANY OPENSTAFF PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE OR SERVICE (INCLUDING ON ACCOUNT OF THE TERMINATION OR SUSPENSION OF YOUR ACCESS TO THE SERVICES OR SITE OR TERMINATION OR SUSPENSION OF YOUR ACCOUNT); (2) STATEMENTS OR CONDUCT OF ANY OTHER PARTY ON THE SITE AND/OR SERVICE; (3) ANY DELETION OR MODIFICATION OF CONTENT YOU OR A THIRD PARTY PROVIDED ON THE SITE OR THROUGH THE SERVICES; OR (4) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. YOU AGREE THAT THE OPENSTAFF PARTIES, IN AGGREGATE, SHALL NOT BE LIABLE TO YOU IN CONNECTION WITH THE TERMS,

THE SITE OR THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES IN EXCESS OF THE GREATER OF (A) THE FEES PAID BY YOU TO OPENSTAFF IN THE PRECEDING TWELVE (12) MONTHS NET OF ANY REFUNDS; OR (B) ONE HUNDRED DOLLARS ($100.00).
THE SITE AND SERVICES MAY CONTAIN OR DELIVER ADVERTISING AND SPONSORSHIPS. ADVERTISERS AND SPONSORS ARE RESPONSIBLE FOR ENSURING THAT MATERIAL SUBMITTED FOR INCLUSION IS ACCURATE AND COMPLIES WITH APPLICABLE LAWS. WE ARE NOT RESPONSIBLE FOR THE ILLEGALITY OR ANY ERROR, INACCURACY OR PROBLEM IN AN ADVERTISER’S OR SPONSOR’S CONTENT.

YOU AGREE AND ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND OPENSTAFF AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF OPENSTAFF HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT ONLY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

7 DISCLAIMER OF WARRANTIES

TO THE EXTENT ALLOWED UNDER LAW, THE OPENSTAFF PARTIES (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SITE, SERVICES AND CONTENT WILL BE SECURE, FUNCTION WITHOUT DISRUPTION, FAILURE, INTERRUPTION OR ERRORS, AND (C) PROVIDE THE SITE AND SERVICES (INCLUDING ALL CONTENT) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

8 COMPANY RIGHTS

Ownership. All right, title, and interest in and to the Site and Services is and will remain the exclusive property of Openstaff and its licensors. The Site and Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided herein, nothing in the Terms gives you a right to use the Openstaff name or any of the Openstaff trademarks, logos, domain names or other distinctive brand features. You agree not to copy, distribute or disclose any Content contained on the Site or accessible through the Services unless we have given you express written permission to do so.

Right to Change the Services. Openstaff reserves the right to discontinue, condition, modify, suspend or limit the Services or access to the Site in any way and at any time, with or without notice to you, without liability.

Right to Terminate User Access. Openstaff reserves the right to terminate your access to the Site and the Services without notice and, if you violate the Terms, to pursue other remedies at law or in equity. We may delete your Account, and if we delete your Account you will lose all access to your User Content and other Content (including any information, connections or other features that may have value to you that may have been associated with your Account).

Right to Refuse or Cancel Registration. Openstaff has the right to refuse registration of or cancel your Account in its discretion for any reason. In addition, Openstaff reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Site or through the Services or to terminate Users and/or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) comply with any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms (including investigation of potential violations hereof), (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to User support requests or (v) protect the rights, property or safety of Openstaff, its Users and the public.

No Obligations to Feature or Pay for Content. Openstaff is not obligated to pay you or to cause any other party to pay you any compensation with respect to your activities on the Services, the Site or Content you provide to the Site. Openstaff is not obligated to feature or otherwise display your Content on any web page.

Marketing. If you are an Employer, you agree that we may use your (and your organization’s) name and logo in listings of the Openstaff customers on our Site and in other public statements or disclosures for the purposes of marketing the Services.

9 COPYRIGHT POLICY

A. Openstaff respects the intellectual property rights of others and requires anyone providing Content to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. The Digital Millennium Copyright Act (“DMCA”) provides recourse to copyright owners who believe that their rights under the U.S. Copyright Act have been infringed by acts of third parties over the Internet.

B. If you believe that your copyrighted work has been copied without your authorization and is available through the Site or Services in a way that may constitute copyright infringement, or if you believe that any Content accessible through the Site or Services violates the Terms or your intellectual property rights, please notify us as soon as possible by sending an email to hello@openstaff.io or by mailing a letter to the Openstaff Copyright Agent listed below containing the following information in accordance with the DMCA: (i) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (ii) identification of the copyrighted work claimed to have been infringed; (iii) your contact information, including your address, telephone number, and an email address; (iv) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf.

C. Our Openstaff Copyright Agent for notice of alleged copyright infringement or other legal notices regarding Content appearing through the Site or Services is: Openstaff Software, LLC. Openstaff: Copyright / Openstaff 420 Main St, Ste 200 Houston, TX 77002 Email: hello@openstaff.io

We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, Openstaff will also terminate a user’s account if the user is determined to be a repeat infringer.

10 TERM AND TERMINATION

Unless terminated by Openstaff, the Terms will remain in full force and effect while you use the Site or any of the Services. Subject to the last sentence of this Article 10, you may terminate the Terms at any time by deleting all User Content you have provided to Openstaff and ceasing to use the Site and Services; provided that (i) upon such termination all rights to use and access any of the Services will be immediately and automatically revoked; (ii) all amounts due to Openstaff in connection with the Terms will become due and payable; and (iii) you will not be entitled to a refund of any fees paid in advance to Openstaff for any of the Services. Openstaff may terminate the Terms at any time, including if you are suspected of violating any provision of the Terms. Upon termination of the Terms for any reason, you shall destroy and remove from all computers, cloud storage and other storage media all Content that you acquired through use of the Site or Services. All provisions of Article 2 (Content Ownership, Responsibility and Removal); Article 3 (Covenants); Article 4 (Privacy and Confidentiality); Article 5 (Release and Indemnity); Article 6 (Limitations of Liability); Article 7 (Disclaimer of Warranties); Article 8 (Company Rights and License); this Article 10 (Term and Termination); Article 11 (Disputes with Others); Article 12 (Arbitration); Article 13 (Feedback) and Article 15 (Miscellaneous) and any other provision of the Terms which by their nature are designed to survive termination shall survive any termination or expiration of the Terms.

11 DISPUTES WITH OTHERS

We reserve the right, but have no obligation, to monitor and/or manage disputes between you and other Users. If you have a dispute with another User, you release the Openstaff Parties, and hereby agree to indemnify them from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of, or in any way connected with, such a dispute.

12 ARBITRATION

THE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. BY AGREEING TO THESE TERMS OF SERVICE, YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR CLASS ACTION. IN ADDITION, THE TERMS LIMIT THE BASES FOR LIABILITY AND REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

A. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to the Terms (“Dispute”), you and Openstaff agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to 4201 Main St., Ste 200 Houston, TX 77002, ATTENTION: LEGAL DEPARTMENT. Openstaff will send its notice by email to the email address provided by you in connection with your use of the Services.

B. Binding Arbitration at Option of Either Party. If you and Openstaff are unable to resolve a Dispute through informal negotiations, either you or Openstaff may elect to have the Dispute finally and exclusively resolved by confidential binding arbitration. ANY ELECTION TO ARBITRATE BY ONE PARTY SHALL BE FINAL AND BINDING ON THE OTHER. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court of proper jurisdiction rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Openstaff will pay all arbitration fees and expenses. The arbitration may be conducted, at the option of the claimant, either in person or by video conference. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged within a reasonable period of time (not to exceed 30 days) if the arbitrator fails to do so. Except as otherwise provided in the Terms, you and Openstaff may litigate in court to compel arbitration, stay proceedings pending arbitration or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. Judgment upon any award rendered by the arbitrator(s) may be entered and enforcement obtained thereon in any court having jurisdiction. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. Each party shall have the right to participate by video conference in order to minimize travel and expense burdens. Subject to Article V (Release and Indemnity), Article VI (Limitation of Liability) and Article VII (Disclaimer of Warranties) of the Terms, the arbitrator shall have authority to grant any form of appropriate relief, whether legal or equitable in nature, including specific performance.

C. Restrictions/No Class Actions. You and Openstaff agree that any arbitration shall be limited to the Dispute between Openstaff and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other User; (2) no Dispute between you and Openstaff is to be arbitrated on a class-action basis or will utilize class action procedures; and (3) you may not bring any Dispute in a representative capacity on behalf of the general public, other Users of the Site or Services or any other persons.

D. Right to Opt Out of Arbitration. You may opt out of the arbitration provisions of this Article XII by notifying Openstaff in writing within thirty (30) days of the date your first registered for your Account. To opt out, you must send a written or email notification to Openstaff that includes (i) your Account name, (ii) your name, (iii) your address, (iv) your email address and (v) a statement indicating that you wish to opt out of the arbitration provisions of the Terms. Opting out of these arbitration provisions will not affect any other terms of the Terms. If you do not opt out as provided in this paragraph, then your continued use of your Account, the Site or the Services constitutes mutual acceptance of these arbitration provisions.

13 FEEDBACK

We welcome feedback, comments and suggestions for improvements to the Site or the Services (“Feedback”). You can submit Feedback by emailing us at hello@openstaff.io. You hereby grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense through multiple tiers, under any and all intellectual property rights that you own or control to use, copy, modify, distribute, create derivative works based upon and otherwise exploit the Feedback for any purpose.

14 MODIFICATION OF AGREEMENT

We reserve the right, in our sole and absolute discretion to modify, correct or replace any of the terms of the Terms, or change, suspend, or discontinue any Service at any time.
Such modifications shall become a part of the Terms and be automatically effective once posted on the Site. Notice of any modification that materially affects rights of Users will be provided to Users in a conspicuous manner such that Users are made aware of it and have the ability to review it before deciding to continue using the Services. Your continued use of the Services following the posting of any changes to the Terms constitutes your acceptance of those changes.

15 REFUNDS AND CHARGEBACKS

Refunds. Except as otherwise provided in any applicable Service Terms, or as otherwise agreed in writing by the parties, under no circumstance will we provide you any refunds on any fees or charges for the Services. If you believe your situation warrants a refund, you must contact Openstaff and submit your request within seven (7) days of the applicable payment to be considered for a refund. All refund requests will be evaluated by us in our sole discretion on a case-by-case basis.

If your request was reviewed and approved in writing by us, you will receive the refund on your original payment method unless indicated otherwise within 30 days of the refund being issued.

Disputes and Chargebacks. You agree to contact Openstaff before issuing a chargeback or disputing any payments made on the Site or the Services. You understand that doing otherwise is a violation of the Terms, and may result in the suspension or termination of your Account and company profile.

16 GENERAL

This Section 16 discusses additional terms of the agreement between you and Openstaff, including the interpretation and application of the Terms, the statute of limitations to bring a claim under the Terms, that the Terms will be governed by Texas laws, that the Terms constitute the entire agreement of the parties, and your agreement not to access the Services from certain prohibited locations, among other things, as detailed below.

Availability of Services Outside U.S. Openstaff operates and controls the Site and Services from its offices in the United States. Openstaff makes no representation that the Site and Services are appropriate or available in other locations. The information provided on or through the Site and Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Openstaff to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site and Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Injunctive Relief. You acknowledge that the rights granted and obligations made hereunder to Openstaff are of a unique and irreplaceable nature, the loss of which shall irreparably harm Openstaff and which cannot be replaced by monetary damages alone, so that Openstaff shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).

Venue and Governing Law. The Terms and all aspects of the Services and Site shall be governed by and construed in accordance with the internal laws of the United States and the State of Texas governing contracts entered into and to be fully performed in Texas (i.e., without regard to conflict of laws provisions) regardless of your location except that Article 7 (Arbitration) of the Terms shall be governed by the Federal Arbitration Act. For the purpose of any judicial proceeding to enforce an arbitration award or incidental to such arbitration or to compel arbitration, or if for any reason a claim proceeds in court rather than in arbitration, you hereby submit to the non-exclusive jurisdiction of the state and Federal courts sitting in Harris County, Texas, and agree that service of process in such arbitration or court proceedings shall be satisfactorily made upon a party if sent by certified, express or registered mail addressed to it at the address you provided to Openstaff whether through the Site or otherwise, or if no such address has been provided, by email to the email address provided by the relevant party to Openstaff in connection with its use of the Services. With respect to any Disputes not subject to informal dispute resolution or arbitration (as set forth above), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Harris County, Texas, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Harris County, Texas. To the extent non-U.S. laws mandate a different approach with respect to governing law, venue, statute of limitation, and dispute resolution method with respect to certain non-U.S. persons, each such required standard shall be applied, but all other provisions under this section shall remain in full force.

Waiver and Severability.

The failure of Openstaff to require or enforce strict performance by you of any provision of the Terms or to exercise any right under the Terms shall not be construed as a waiver or relinquishment of Openstaff right to assert or rely upon any such provision or right in that or any other instance. Openstaff may choose to enforce certain portions of the Terms more strictly or to interpret certain provisions more strictly against certain Users than it does against Users in general, and such disparate treatment shall not be grounds for failing to comply with the Terms. The waiver of any right under the Terms by Openstaff will be effective only if made in writing and signed by one of our duly authorized representatives.
You and Openstaff agree that if any portion of the Terms, except any portion of Article 7 (Arbitration) is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect. If Article XII (Arbitration) is found to be illegal or unenforceable, then neither you nor Openstaff will elect to arbitrate any Dispute falling within that portion of Article XII (Arbitration) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within Harris County, Texas, and you and Openstaff agree to submit to the personal jurisdiction of that court.

Introduction and Section Headings; Verification Documentation; Waiver of Execution Defenses. The text of the section headings are for convenience only and shall not be given any legal import. Upon request from Openstaff, you will furnish Openstaff any documentation, substantiation or releases reasonably necessary to verify your compliance with these Terms. You agree that the Terms will not be construed against Openstaff by virtue of Openstaff having drafted them. You hereby waive any and all defenses you may have based on the electronic form of the Terms and the lack of signing by the parties hereto to execute the agreement constituted by the Terms.

Prohibition of Assignment. You may not assign the Terms without the prior written consent of Openstaff. We may assign our rights and obligations under the Terms to any party in our discretion. Any purported assignment in violation of this paragraph will be null and void.

Entire Agreement. The Terms contain the entire understanding between you and Openstaff, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, and cannot be changed or modified by you except as posted on the Services by Openstaff. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

Statute of Limitations. You and Openstaff agree that regardless of any statute or law to the contrary but only to the extent permissible by law in each relevant jurisdiction, any claim or cause of action arising out of or related to the Services, the Site, the Terms or our Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

No Third-Party Beneficiaries. The Terms are an agreement between you and Openstaff. No other User or third party has any rights or remedies under the Terms.

Force Majeure. You agree that we are not responsible to you for anything that we may otherwise be responsible for if it is the result of events beyond our control, including but not limited to acts of God, war, communication infrastructure interruptions, labor disturbances and strikes, denial of service and other malicious cyberattacks, power outages, epidemic, and failure of public utilities or common carriers and the like.

Electronic Notice. For contractual purposes, you (1) consent to receive communications from Openstaff in an electronic form (including through e-mail, the Site or the Services) and (2) agree that all communications that Openstaff provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in any other written form. You are responsible for providing Openstaff with your most current e-mail address. In the event that the last e-mail address you provided to Openstaff is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Terms, Openstaff dispatch of the e-mail containing such notice will nonetheless constitute effective notice.

Government Use. If you are a part of an agency, department or other entity of the U.S. government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of any of our products or Services is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Services and any related software is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Services by the Government shall be governed solely by the Terms.

California Users and Residents. Under California Civil Code Section 1789.3, California Users of the Site or Services receive the following specific consumer rights notice: “The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.”

The Site and the Services are not directed to any person in any jurisdiction where (by reason of that person’s nationality, residence or otherwise) the publication or availability of the Site or Services is prohibited.

Openstaff is an entity offering the transmission, routing or providing of connections for digital online communications, between or among points specified by a User of material of the User’s choosing, without modification of the Content of the material sent or received, as well as system caching, storage of material residing on a system or network at the direction of a User, and referral or linkage of Users to an online location using information location tools, each through the Site and any linked pages or applications owned and operated by Openstaff.

The Services are operated and provided by Openstaff , LLC. Openstaff is a trademark of Openstaff, LLC.

EFFECTIVE DATE

These Terms of Use were last updated on October 12, 2023

HOW TO CONTACT US

If you have any questions about these General Terms or any of the Service Terms, please contact us at hello@Openstaff.io.