Terms of Service
Agreement to Terms
BY REGISTERING TO USE OR ACCESS THE SERVICES OR BY OTHERWISE USING OR ACCESSING THE SITE AND/OR SERVICES IN ANY WAY, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ THESE TERMS; (B) YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THESE TERMS; AND (C) YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS.
Changes to Terms
We may update these Terms at any time, in our sole discretion. If we do so, we will inform you by posting the updated Terms on our website. We may also send a notification to you at your email address or through the Services, although we may elect not to do so, or we may be unable to reach you. You are responsible for visiting the Terms section of our website from time to time to be sure you are aware of any updates to these Terms. Your continued use of the Services after we have posted updated Terms constitutes your acceptance of and agreement to be bound by the updated Terms.
You must be 18 years of age or older to use the Services. By registering for and using the Services, you represent and warrant that you (a) are at least 18 years of age, and (b) have not been previously suspended or removed from using the Services.
To access certain areas and features within the Services, you may be required to create an account, which may include setting up a profile. You agree to (a) provide accurate, truthful, current and complete information when creating an account; (b) maintain and promptly update your account information to reflect any applicable changes; (c) maintain the security of your account by not sharing your password with others and restricting access to your account and your computer or mobile device; (d) promptly notify reacHIRE if you discover or otherwise suspect any security breaches related to the Services or your account; and (e) take responsibility for all activities that occur under your account and accept all risks of unauthorized access associated with your account. We reserve the right to refuse registration at our sole discretion.
- Access to Services. On the condition that you comply at all times with these Terms, reacHIRE hereby grants you a non-exclusive, non-transferable, revocable license to access the Services solely for the purpose of enabling you to use the Services in the manner permitted by these Terms. If your organization is party to a separate, written agreement with us, the terms of that agreement may also apply to your use of the Services. For example, the features or programs offered by us to you may be determined by the terms of that agreement. In all cases, however, your use of the Services made available to you are governed by these Terms.
- Modification of the Services. reacHIRE may review, improve, change, suspend, or discontinue the Services or any features, information, materials, or content on the Services at any time, with or without notice to you and without liability.
- Third Party Services. Use of certain features of the Services may require the use of certain third party products and services (“Third Party Services”) identified on our website. For example, certain collaboration and calendaring tools may be provided by third parties. Use of any Third Party Services is at your sole risk and will be governed by separate terms and conditions (which may include separate privacy policies) relating to your use of such Third Party Services. We may display content from third parties through the Services or provide information about or links to Third Party Services. Your interactions with any such third parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third parties. reacHIRE is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services. If you are not able to access or use the Third Party Services for any reason, you may not be able to use the applicable feature of the Services, in which case your sole remedy will be to terminate your use of the Services.
4. FEES AND PAYMENT TERMS
Certain features or programs of the Services are offered only on a paid-subscription basis. The duration of the applicable subscription (each, a “Subscription Period”) and applicable prices are provided in the applicable portion of our website or in a separate agreement or ordering document between you or your organization and us. Applicable subscription fees must be paid in advance of the beginning of each applicable Subscription Period. If the applicable subscription fees are not paid prior to the beginning of the Subscription Period, your access to the applicable features or programs of the Services will be terminated until such fees are paid. Except as otherwise expressly agreed in writing between you or your organization and us, we, at our sole discretion, may modify our pricing at any time, and such pricing changes will be effective as of the start of the Subscription Period immediately following such changes.
5. RESTRICTIONS ON USE OF SERVICE
You are solely responsible for your conduct (and the conduct of anyone who uses the Services on your behalf) with respect to the Services, which you use at your own risk. Except as expressly permitted in writing by reacHIRE, you will not do any of the following:
- rent, lease, lend, sell, sublicense, or create derivative works of the Services;
- distribute the Services or make the Services available over a network where it could be used by multiple devices at the same time;
- modify, disclose, decompile, reverse engineer, disassemble, attempt to derive the source code, underlying ideas, or algorithms of the Services or any part of the Services, except to the extent required by applicable law;
- use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Services (including any content available via the Services), or transmit any computer virus, worm, defect, Trojan Horse or other item of a destructive or disruptive nature;
- remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or labels on or in the Services;
- use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit reacHIRE’s other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services;
- promote a business or other commercial venture or event, or otherwise use the Services for commercial purposes, except as expressly permitted by us;
- send bulk emails or other communications, surveys, or other mass messaging, or engage in keyword spamming, or otherwise attempt to manipulate search results of the Services or any third-party website;
- use the Services for any other illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms;
- attempt to gain unauthorized access to the Services or any of our systems or networks;
- use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the rights of reacHIRE or any third party;
- impersonate or use the Services by misrepresenting your affiliation with any person or entity;
- build a competitive product or service, or copy any features or functions of the Services;
- disclose to any third party any performance information or analysis relating to the Services; or
- cause or permit any third party to do any of the foregoing.
6. PROHIBITED CONTENT
The Services may contain features that allow users to submit, post, store, transmit, or otherwise make available to us or our personnel or other users of the Services or visitors to our website certain content, information, comments, messages, stories, or other materials (“User Content”). In addition to the restrictions on use, as set forth above, in using the Services, including in any interaction with other users or our personnel, regardless of whether you believe you have been prompted by the Services, such personnel, or other users to do any of the following, you will not, and will not permit or enable any third party to, upload, use, create, transmit, store, display, distribute, share or otherwise make available any User Content that:
- is false, illegal, or fraudulent, or that would encourage, solicit, foster, glorify or provide instructions for any criminal or civil offense;
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, to any animal or to any property;
- contains or comprises any confidential information not required to be disclosed in connection with use of the Services, including without limitation any medical or mental health information about yourself or any other person;
- is obscene, pornographic, indecent or sexually explicit;
- depicts violence, or make any threats to commit violent acts, including self-harm;
- is derogatory, demeaning, inflammatory, malicious, defamatory, abusive, offensive, hateful, harassing, humiliating (publicly or otherwise), libelous or otherwise objectionable;
- you do not have a right to make available under applicable law or under contractual or fiduciary relationships;
- you know is untruthful; or
- infringes, misappropriates or violates the intellectual property or proprietary rights of others (including, but not limited to, rights of privacy and rights of publicity).
The restrictions contained above apply to the fullest extent permitted by applicable law. You are solely responsible for User Content you provide. You acknowledge that once published, User Content may be visible to others, depending on the applicable functionality of the Services and your user settings or the purpose and/or settings of the applicable feature or program of the Services. You may expose yourself to liability if, for example, User Content you submit contains material that violates any of the restrictions listed above. Without limiting the foregoing, if you violate (or are alleged to have violated) any such restrictions, your license to use the Services will immediately and automatically terminate without notice, and we may delete your account and pursue any remedy available to us under these Terms and applicable law. We reserve the right, but are not obligated, to investigate any violation of such restrictions or other misuse of the Services or breach of these Terms. Enforcement of these Terms is solely at our discretion, and failure to enforce these Terms in any instance does not constitute a waiver of our right to enforce these Terms in any other instance. Nothing in these Terms creates any private right of action on the part of any third party or any reasonable expectation that the Services will be free from conduct or content that violates the such restrictions. We may, in our sole discretion, remove or disable access to any content for any reason or for no reason, including if we believes that such content violates these Terms or any other agreement we have with you or your organization for use of the Services.
8. OWNERSHIP AND RESERVATION OF RIGHTS
reacHIRE and its licensors own and, except for the license expressly stated in these Terms, reserve all rights, title and interest in and to the Services throughout the world, including all copyright, patent, trademark, trade dress, and all other applicable intellectual and proprietary rights in and to the Services, which include, without limitation, all information, materials, and content (including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, scripts, icons, typefaces, source and object code, format, queries, algorithms, and other content comprising or made available on or through the Services, other than your User Content) (collectively “reacHIRE Material”), as well as slogans, logos, product and service names, “reacHIRE,” “Aurora” and other trademarks. No such rights are granted to you, whether by implication, estoppel, or other legal theory. reacHIRE Material includes any information, videos, or images delivered by reacHIRE via a Third Party Service in the course of providing the Services. reacHIRE Material and User Content that is not your User Content is confidential, and you may not disclose reacHIRE Material or such User Content that you have received in the course of the Services or otherwise. reacHIRE Material is protected in all forms, media, and technologies now known or later developed. User Content that is not your User Content is owned or licensed by the applicable user.
9. INFRINGEMENT CLAIMS
If you believe that anything made available via the Service infringes upon any copyright or other intellectual property right that you control, you may file a notification of such infringement with our designated agent at:
Attention: Intellectual Property Agent
150 Baker Avenue Extension, #302
Concord, MA 01742
To be effective, the notification must be in writing and include the following:
- a physical or electronic signature of the person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work or other intellectual property claimed to have been infringed;
- 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;
- information reasonably sufficient to contact the complaining party, such as an address, telephone number and, if available, email address at which the complaining party may be contacted;
- a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright or other intellectual property owner, its agent, or applicable law; and
- a statement that the information in the notification is accurate, and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
We may give notice of a claim of copyright or other infringement to our users by means of a general notice on our website, electronic mail to a user’s email address in our records, or by written communication sent by first-class mail to a user’s address in our records. In accordance with the Digital Millennium Copyright Act and other applicable law, we has adopted a policy of terminating, in appropriate circumstances, and at our sole discretion, the right to access and use the Services for those users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Services and/or terminate the right of any user to access and use the Services for the infringement of any intellectual property rights of others, whether or not there is any repeat infringement.
reacHIRE will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas, survey responses or other information or materials that you provide regarding reacHIRE or the Services, whether by email, posting through the Services, or otherwise (“Feedback”). Any Feedback you submit will become the sole property of reacHIRE. reacHIRE will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send Feedback to reacHIRE if you expect to be paid or want to continue to own or claim rights in your Feedback. You agree not to submit any Feedback that is defamatory, illegal, offensive, or otherwise violates any right of any third party, or breaches any agreement between you and any third party.
11. YOUR LICENSE GRANT TO US
12. SUSPENSION AND TERMINATION
reacHIRE may suspend your license to access or use the Services or terminate these Terms at any time, with or without cause, immediately upon notice to you. You may terminate these Terms by cancelling your account through the Services. reacHIRE reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Services during suspension or after termination, including by creation of a different account. reacHIRE may recover its reasonable attorneys’ fees and court costs from you for such actions. These Terms will remain enforceable against you while your license to access or use the Services is suspended.
- YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. REACHIRE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, THE SERVICES, THE REACHIRE MATERIAL, USER CONTENT, AND THIRD PARTY SERVICES, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT AND CONDITION OF TITLE.
- TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REACHIRE DOES NOT WARRANT, AND HEREBY DISCLAIMS, ALL LIABILITY FOR (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY REACHIRE MATERIAL; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES OR ANY REACHIRE MATERIAL; (C) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY COMMUNICATIONS OR USER CONTENT MAINTAINED BY THE SERVICES; (D) ANY FAILURE OF THE SERVICES TO MEET YOUR REQUIREMENTS OR EXPECTATIONS OR TO BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; AND (E) THE CONTENT AND NATURE OF ANY INFORMATION OR ADVICE YOU RECEIVE VIA THE SERVICES. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR YOUR USE OF ANY INFORMATION OR ADVICE RECEIVED IN THE COURSE OF USING THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM REACHIRE OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.
- REACHIRE AND ITS PERSONNEL DO NOT PROVIDE MEDICAL ADVICE OR DIAGNOSE OR IDENTIFY MEDICAL CONDITIONS, INCLUDING MENTAL HEALTH CONDITIONS, AND YOU AGREE NOT TO DISCLOSE ANY SUCH CONDITIONS TO, OR SEEK ANY SUCH ADVICE, DIAGNOSIS, OR IDENTIFICATION FROM, REACHIRE OR ITS PERSONNEL OR OTHER USERS OF THE SERVICES VIA THE SERVICES. THE CONTENT AND/OR INFORMATION PROVIDED VIA THE SERVICES DO NOT CONTAIN OR CONSTITUTE AND SHOULD NOT BE INTERPRETED AS THERAPY OR AS MEDICAL ADVICE, MEDICAL OPINIONS OR MEDICAL SERVICES, AND THERE IS NO DOCTOR-PATIENT RELATIONSHIP OR THERAPIST-PATIENT RELATIONSHIP BETWEEN REACHIRE OR ITS PERSONNEL OR OTHER USERS AND YOU. THE SERVICES ARE NOT A SUBSTITUTE FOR THE ADVICE OF A MEDICAL PROFESSIONAL OR THERAPIST, AND THE INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES SHOULD NOT BE RELIED UPON WHEN MAKING MEDICAL DECISIONS, OR TO DIAGNOSE OR TREAT A MEDICAL OR OTHER HEALTH CONDITION, INCLUDING A MENTAL HEALTH CONDITION. IF YOU REQUIRE MEDICAL ADVICE, MEDICAL SERVICES, OR THERAPY, YOU SHOULD CONSULT A MEDICAL PROFESSIONAL DIRECTLY.
14. LIMITATION OF LIABILITY
- IN NO EVENT WILL REACHIRE OR ITS PERSONNEL OR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, REGARDLESS OF THE CAUSE OF THE DAMAGES OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED, OR EMOTIONAL DISTRESS), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY, EVEN IF REACHIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.
- IN NO EVENT WILL REACHIRE OR ITS PERSONNEL’S OR THIRD-PARTY SERVICE PROVIDERS’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS EXCEED THE GREATER OF U.S. $100 OR THE AMOUNT YOU PAID TO REACHIRE DURING THE SUBSCRIPTION PERIOD WITHIN WHICH THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY AROSE.
At your sole expense, you will defend, indemnify and hold reacHIRE and officers, directors, employees, contractors, representatives, heirs and assigns harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of or resulting from (a) your use of the Services or the use of the Services by a third party accessing your account, including any infringement of rights of third parties, or (b) your breach of these Terms.
- THIS PROVISION REQUIRES YOU AND REACHIRE TO ARBITRATE CERTAIN DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF. PLEASE READ IT CAREFULLY. ARBITRATION PREVENTS EITHER PARTY FROM SUING THE OTHER PARTY IN COURT OR FROM HAVING A JURY TRIAL.
- You and reacHIRE will arbitrate any dispute, claim, or controversy arising from or related to these Terms or the Services, except that neither you nor reacHIRE shall be required to arbitrate any dispute in which either party seeks equitable and/or other relief for the alleged unlawful use of intellectual property rights. Arbitration will be conducted confidentially in Boston, Massachusetts, by a single arbitrator in accordance with the rules of the American Arbitration Association. Except as expressly provided in these Terms, the arbitrator shall have the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. To the fullest extent permitted by applicable law, WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, NO ARBITRATION OR CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NEITHER YOU NOR REACHIRE WILL COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.
- Governing Law and Dispute Resolution. These Terms will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions. The state and federal courts located in Suffolk County, Massachusetts, will have exclusive jurisdiction over any suit in connection with the Services or these Terms that is not subject to arbitration, and you and reacHIRE hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. If a party initiates any proceeding regarding these Terms and such proceeding is not subject to arbitration, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.
- Assignment. You may not assign, delegate or transfer these Terms, in whole or in part, without the prior written consent of reacHIRE. Any attempted or purported assignment, delegation or transfer in violation of the foregoing will be null and void. These Terms will be binding and inure to the benefit of the parties’ respective heirs and assigns.
- Electronic Communications. You agree to receive electronically all current and future notices, disclosures, communications and information and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
- Force Majeure. reacHIRE will not be liable for any loss or damage arising from any event beyond its reasonable control, including, but not limited to, natural disaster, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction.
- Headings. Headings of sections are for convenience only and have no legal or contractual effect.
- Severability. If any provision of these Terms is held to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect, and the invalid, illegal or unenforceable provision shall be construed so as to give the closest possible valid, legal and enforceable meaning to the original intent of the parties.
- Survival. Notwithstanding any terms to the contrary in these Terms, Sections 7-9 and 11-15 will survive any termination of these Terms.
Date: March 22, 2019