User Terms of Service
EFFECTIVE SEPTEMBER 30, 2020
1. What Is Covered By These Terms
These Terms cover your use of our Services. “Services” mean the website at www.whoco.com (the “Site”) and the hiring platform and related services accessible via the Site offered by The Who Company (“WhoCo,” “we,” “us,” and “our”).
2. Who Can Use The Services
- You may use the Services only if you are 18 years or older and capable of forming a binding contract with us.
- To use the Services you’ll need an account. You must provide us with accurate, complete and current account information and keep this information up to date. To protect your account, keep the account details and password confidential, and let us know right away of any unauthorized use. You’re responsible for all activities that occur under your account. Only you are permitted to use your account. You agree not to share your account details and password with third parties.
- If you’re (i) an employee, contractor, or consultant of a WhoCo’s customer (a “Company”) and are invited or directed by the Company to use the Services, you can become a member of the Company's account with WhoCo (the “Company Account”), and once you do, you’ll be considered a “Company User”. Your use of the Services is subject to our agreement with the Company. If you cease to have a relationship with the Company, you'll have the option to disconnect your account from the Company Account and cease to be a Company User.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS, YOU’RE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND WHOCO THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 13 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
4. Changes to these Terms of the Service
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or via other communications. You should review the Terms whenever we update them or you use our Services. If you continue to use our Services after we’ve posted updated Terms, it means that you accept and agree to the changes. If you don’t agree, you should stop using the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
We currently do not charge Users fees for use of the Services; if we decide to do that, we’ll let you know in advance. If you’re a Company User, any fees due to us will be governed by our agreement with the Company and will be payable only by the Company.
6. User Content
- User Content. Our Services allow you to store or share content like text, files, graphics, images, audio and video. Anything (other than your feedback) that you post or otherwise make available through the Services is “User Content”. User Content may include information you provide in relation to your individual skills, experience, personality and other information included in your “player card”. We do not claim any ownership rights in your User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
- Permission To Use User Content. By making User Content available through the Services, you hereby grant us a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing the Services. Subject to Section 6.e. below, the Services allow you to exercise certain control with respect to display of your User Content to other Users of the Service. If you are using the Services to apply for a role at a Company, the status of your application, including the fact that you have applied for the role, will only be shared with that Company.
- Your Responsibility for User Content. You’re responsible for all of your User Content. You represent and warrant that you have (and will have) the necessary rights to grant us the license to your User Content under these Terms. You represent and warrant that neither your User Content nor our use of your User Content on the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
- Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
- Company Users. If you’re a Company User, you understand that your User Content can be viewed by the Company and that the Company may consider certain of your User Content proprietary or its confidential information. We’re not responsible for any use of your User Content by the Company or any disputes between You and the Company as to the ownership or nature of the User Content. If you cease to be a Company User, you may be able to port your User Content to a non-Company User account by contacting us. If you are a Company User, we encourage you to speak to the Company in order to understand its policies regarding your User Content.
7. Acceptable Use Policy
You agree NOT to do any of the following:
- Post, submit or transmit any of your User Content that: (i) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (ii) is fraudulent, false, misleading or deceptive; (iii) is defamatory, obscene, pornographic, vulgar or offensive; (iv) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (v) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vi) promotes illegal or harmful activities or substances;
- Use WhoCo’s name, or any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
- Attempt to probe, scan or test the vulnerability of the Services or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us to protect the Services;
- Attempt to access, search or scrape the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers;
- Use the Services in any manner not permitted by these Terms;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Impersonate or misrepresent your affiliation with any person or entity; or
- Violate any applicable law or regulation.
We are not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
We welcome feedback, but please note that we’re free to use your feedback without any obligation to you.
9. Links to Third Party Resource
We may link to third-party websites or other resources in the Services. We provide access only as a convenience and are not responsible for the content, products or services available from those resources or websites. You’re responsible for and assume all risk arising from your use of any third-party resources.
We may suspend or terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email or through the Services interface. After termination, discontinuation or cancellation of the Services or your account, any part of these Terms that by their nature should survive after termination will survive. If you’re a Company User, you understand that suspension or termination of your use of the Services is also subject to our agreement with the Company.
11. Warranty Disclaimers
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.
12. Limitation of Liability
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100).
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
13. Dispute Resolution
- Dispute Resolution. Each of WhoCo and you must submit all claims and issues arising from, relating to, or connected with these Terms to binding arbitration in accordance with this Section. A single arbitrator will conduct the arbitration in accordance with the current Rules of Practice and Procedure of the Judicial Arbitration and Mediation Service (JAMS) (the “JAMS Rules”). Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The arbitrator is bound by strict rules of law and the terms of these Terms (i.e., the arbitrator may not waive, change or equitably excuse any term of these Terms). The arbitrator does not have the power to commit errors of law or legal reasoning, and a court may vacate or correct an arbitration award because of such errors. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs all issues arising from the arbitrability or the enforcement of the agreement to arbitrate, except for the requirements to apply California state law (but disregarding any principle of law that would cause the application of the law of any other jurisdiction or permit a court, as opposed to the arbitrator, to determine the applicability or validity of this agreement to arbitrate). Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, and we won’t seek to recover the administration and arbitrator fees we’re responsible for paying, unless the arbitrator finds your dispute frivolous. Each of WhoCo and you must submit or file any claim that would constitute a compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure) within the same arbitration proceedings as the claim to which it relates; any such claim which is not submitted or filed will be barred. The arbitrator may only award damages and may only grant relief that is permitted by these Terms. The arbitrator’s decision, award and relief will be conclusive and binding on the parties. Either party may enter the arbitrator’s decision, award and relief in any court having appropriate jurisdiction.
- No Class Action. Arbitration may only be conducted on an individual, not a class wide, basis. No arbitration proceeding between the parties may be consolidated with any other arbitration proceeding involving WhoCo and any other person or entity. Each of WhoCo and you must file and prosecute arbitration proceedings separately and individually in the name of WhoCo and your name, and not in any representative capacity. Each of WhoCo and you hereby irrevocably waives and agrees not to assert any claim inconsistent with this Section.
- Governing Law. These terms, and any dispute arising out of or related to these Terms, will be governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of California, excluding its conflicts of law rules. All claims and issues arising from, relating to, or connected with this Agreement that an arbitrator determines are excluded from these Terms’ arbitration requirements may only be filed and resolved by state or federal courts located in Los Angeles County, California, and each of WhoCo and you consents to the exclusive jurisdiction of those courts. Further, WhoCo may obtain injunctive or other equitable relief in any court of competent jurisdiction in the event of any infringement or threatened infringement of its intellectual property rights. Neither WhoCo or you will claim that an aforementioned court lacks personal jurisdiction, is an inconvenient forum or is an improper venue.
14. General Terms
- Reservation of Rights. We exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services 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.
- Entire Agreement. These Terms (together with our agreement with the Company, if you’re a Company User) constitute the entire and exclusive understanding and agreement between us and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between us and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by us under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- Waiver of Rights. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of WhoCo. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
15. Contacting Us
If you have any questions about these Terms or the Services, please contact us.