This Job Poster Agreement (“Agreement”) sets forth the terms and conditions under which Chartpak, Inc. (“Thalo”) offers you (“Job Poster”) access to the jobs/careers service section (“Job/Careers Section”) operated at www.thalo.com through which Job Poster may post employment opportunities for the purpose of finding and hiring individuals for such employment.
The Jobs/Careers Section is operated by Thalo, the owner of the trademarks THALO, GRUMBACHER, MAX GRUMBACHER, THALOTV, and other trademarks (“Marks”). Website” means the websites located at www.thalo.com and www.maxgrumbachergallery.com, any subsequent URL which may replace them, and all associated websites, URLs and micro sites. Thalo offers this Website, including all information, tools and services available from this Website, to Job Poster conditioned upon Job Poster's acceptance of all the terms, conditions, policies and notices stated here. JOB POSTER'S CONTINUED USE OF THE WEBSITE CONSTITUTES JOB POSTER'S AGREEMENT WITH ALL TERMS OF THIS AGREEMENT.
Thalo reserves the right to change or update this Agreement by posting such changes or updates to the Website. Amendments to this Agreement will be posted at this URL and will be effective when posted. It is Job Poster’s responsibility to review any such changes or updates and check the Website from time to time to be sure Job Poster understands all terms and conditions, agreements and policies of the Website and is in compliance with them. Job Poster can tell if this Agreement has changed by checking the last modified date that appears at the end of this Agreement. Job Poster’s continued use of the Jobs/Careers Section following the posting of any amendment, modification or change shall constitute Job Poster’s acceptance thereof.
If at any time Job Poster does not agree to be bound by the terms and conditions of this Agreement, Job Poster must not use the Jobs/Careers Section or access any Jobs/Careers Section services. If Job Poster would like to participate in the Jobs/Careers Section, Job Poster will need to open an account with www.thalo.com (“Thalo Account”), and follow the instructions on the Website when setting up the Thalo Account that will allow Job Poster to participate in the Jobs/Careers Section. Job Poster is allowed to have only a single Thalo Account open, although Job Poster may post multiple job openings through Job Poster’s Thalo Account. The Jobs/Careers Section is offered only to participants aged 18 and above. By participating in the Jobs/Careers Section, Job Poster acknowledges that Job Poster is 18 or older.
1. The Jobs/Careers Section
1.1 The Jobs/Careers Section allows potential employers to post job openings and communicate directly with other Website users who are seeking employment. The Jobs/Careers Section also provides a forum for job seekers to promote their skills to potential employers, upload resumes to the Website, and communicate with others about employment opportunities.
1.4 Job Poster acknowledges that all materials and information uploaded to the Website or posted in connection with the Jobs/Careers Section (“Content”) will be publicly available. Job Poster is responsible for evaluating and bearing all risks associated with the public availability of the Content and shall not upload or post any Content to the Website that Job Poster does not wish to make public.
1.5 Job Poster will create a password of Job Poster’s choosing when Job Poster creates an account and pays the fee as set forth in the Jobs/Careers section of the Website, which will allow Job Poster to post jobs and search resumes/candidates in the Jobs/Careers Section portion of the Website. Job Poster is responsible for maintaining the confidentiality of Job Poster’s account and password and for restricting access to Job Poster’s computer. Job Poster agrees to accept responsibility for all activities that occur under Job Poster’s account or password, regardless of whether such use is authorized by Job Poster or not.
1.6 Job Poster acknowledges and agrees that Job Poster will be solely responsible for all elements of the Content uploaded or posted by Job Poster or in the name of Job Poster’s account and the accuracy and propriety of the same.
1.7 Job Poster acknowledges that Thalo is not an employment agency and is in no way actively soliciting employment for any user. Thalo does not warrant or guarantee that a job posting will be viewed by any specific number of potential employees, or that it will be viewed by any potential employee.
1.8 Thalo is not involved in the actual transaction between Job Posters and employees. As a result, Thalo has no control over the quality, safety, or legality of the jobs or posted profiles, the truth or accuracy of the listings, or the ability of job seekers to obtain employment or Job Poster to fill open employment positions. Job Poster acknowledges that there are risks, including the risk of physical harm, when dealing with strangers or people acting under false pretenses. Job Poster assumes all risks associated with dealing with other users with whom Job Poster may come in contact through the Website.
1.9 Job Poster is solely responsible for negotiating all terms of employment with potential employees, and Thalo makes no representations or warranties in relation thereto.
2. Prohibited Activities
2.1 Job Poster may add or remove Job Poster's Content from the Website, but Job Poster agrees that Job Poster shall NOT:
a. Use the Website as storage for remote loading for another website, whether internal or external to the Website; b. Directly link to any other website, except that Job Poster may link to Job Poster’s own website to allow a potential job seeker to learn more about Job Poster and/or Job Poster’s company; c. Solicit for advertisers or sponsors; d. Conduct raffles or contests of any type; e. Display a sponsorship banner of any kind, including those that are generated by banner or link exchange services; f. Post any jobs for any competitor of thalo.com or post jobs or other content that contain links to any site competitive with the Website; g. Post jobs on the Website that contain hyperlinks, "hidden" keywords or keywords that are irrelevant to the job or are otherwise misleading; h. Post jobs for modeling or talent or talent scouting positions i. Use the Website for any purpose other than as an employer seeking employees, including but not limited to the promotion of any products or services; and j. Post any job in a manner that does not comply with all applicable federal, state and local labor laws and employment laws, including but not limited to all laws relating to equal employment opportunity. k. Post any franchise, pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up- front or periodic payment, pays commissions only (except for postings that make clear that the available job pays commission only and clearly describes the product or service that the job seeker would be selling, in which case such postings are permissible), or requires recruitment of other members, sub-distributors or sub-agents.
2.2 Job Poster also agrees to comply with the following as it relates to Content. In this regard, Job Poster shall NOT post or upload any resume, images, text, graphics, articles, photographs, or other Content:
Unless Job Poster owns the intellectual property rights in the same and has the right to do so;
b. That is an unauthorized copy, reproduction, or derivative of the work of any other person or entity; c. That features the trademark, logo, trade name, trade dress, or brand name of any other person or entity; d. That infringes any third party’s rights of privacy and/or publicity; e. That defames another person or otherwise infringes any personal or property right of any other person or entity; or f. That contains any false or misleading information.
2.3 Job Poster shall not use a false email address, impersonate any person or entity, or otherwise misrepresent Job Poster’s company, job description, location, or history. Job Poster shall not post or upload any images, text, graphics, articles, photographs, or other Content that is false, inaccurate, misleading, illegal, obscene, threatening, defamatory, invasive of privacy, or otherwise objectionable or injurious to third parties. Job Poster shall not post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, software viruses, political campaigning, commercial solicitations, mass mailings, “junk mail,” “spam,” “chain letters,” or “pyramid schemes” or other such solicitations. Job Poster shall not “stalk” or otherwise harass any other Jobs/Careers Section participant. Job Poster may not collect or store personal data about Jobs/Careers Section participants except as specifically authorized by them. Job Poster will not post or upload images, text, graphics, articles, photographs, or other Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
2.4 Job Poster acknowledges and agrees that Thalo shall have the right, but not the obligation, to screen all Content for compliance with this Agreement and all applicable laws, ordinances, and regulations, to prevent Content from appearing in the Website, and/or to remove Content that already appears in the Website, for any reason. Job Poster acknowledges that the factors determining whether Content is prohibited by this Agreement may be subjective, and Job Poster agrees that Thalo shall determine, in its sole discretion, whether the Content adheres to the terms of this Agreement. Job Poster acknowledges and agrees that Thalo may preserve Content or disclose it if required to do so by law or in the good faith belief that such disclosure is reasonably necessary comply with legal process or enforce the terms of this Agreement.
3. Representations and Warranties
Job Poster hereby represents and warrants that:
|a.||The Content is original and created solely by Job Poster;|
The Content does not violate or infringe upon the copyright, trademark, service mark, contractual rights, moral rights, or any other personal or property right of any person or entity or constitute unfair competition against any person or entity;
|c.||To the extent that Content depicts a living individual, Job Poster has obtained the written consent of such individual to use that individual’s name and/or likeness in connection with the Content;|
|d.||To the extent that Content depicts a deceased person, Job Poster has determined whether or not the laws of any jurisdiction require the consent of such person’s heirs, and if so, Job Poster has obtained the appropriate consent to use that person’s name and/or likeness in connection with the Content;|
|e.||No third party possesses any license or other rights with respect to any element of the Content that would prohibit or impair Job Poster’s rights to upload, post, or use the same or impair Thalo’s ability to fully exercise the rights granted by Job Poster in this Agreement; and|
|f.||There is no pending or threatened claim, action, or proceeding related to any element of the Content with respect to copyrights, trademarks or other intellectual property rights, and there is no basis for any such claim, action, or proceeding|
|g.||The job opportunity posted is bona fide & legitimate and does not violate any federal, state, local, or international laws.
4. Thalo's Trademarks
4.1 Thalo reserves the right to display any of the Marks on any part of the Website, including in the Jobs/Careers Section.
4.2 Job Poster acknowledges and agrees that the rights to all copyrights, trademarks and all other intellectual property rights in all material or content contained within and supplied by Thalo as part of the Website shall remain at all times vested in Thalo. Job Poster is permitted to use and access this material and content only as expressly authorized by Thalo. Nothing herein shall be construed as giving Job Poster or any other person or entity any ownership rights in or to the Marks; all such rights being owned exclusively by Thalo
4.3 Thalo grants Job Poster a limited, revocable, non-exclusive license to access and make personal use of the Website as Thalo’s customer. However, Job Poster shall not: a) reproduce, duplicate, copy, sell or otherwise exploit the Website or any image, page layout, page design, trade dress, trademark, logo or other content (“Site Content”) for any commercial purpose; b) use a robot, spider or data mining or extraction tool or process to monitor, extract or copy Site Content; c) use any meta tags, search terms, key terms, or the like that contain the Website’s name or any of the Marks, or any variations or misspellings thereof; d) engage in any activity that interferes with the Website or another user’s ability to use the Website; e) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Website and the goods or services offered on the Website; f) assist or encourage any third party in engaging in any activity prohibited by this Agreement; g) assist others in challenging the validity of any Mark, the ownership of any Mark or the registration of any Mark.
4.4 With the exception of the Content Job Poster uploads to the Jobs/Careers Section, all materials and content contained within the Website, including but not limited to the text, graphics, logos, button icons, images, audio clips, video clips, articles, posts and data compilations appearing on the Website, are owned by Thalo or Thalo’s advertisers, and are protected by U.S. and foreign copyright or other intellectual property laws. No portion of the materials or content on these pages may be reprinted or republished in any form without the prior express written permission of Thalo or of the content owner, as the case may be.
Job Poster hereby agrees to defend, indemnify and hold harmless Thalo, its subsidiaries, affiliates, and related entities, and each of their respective directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on: (i) any claim that any element of the Content infringes or violates the rights of any third party with respect to any trademark, trade name, service mark, copyright, license, contract, publicity right, privacy right, goodwill, patent, or other intellectual property or proprietary right of any third party; (ii) any breach of the representations and warranties made by Job Poster herein; (iii) any claim related to any element of the Content; (iv) Job Poster’s breach of any term of this Agreement or the Terms or Use; or (v) Job Poster’s use or misuse of the Website.
6.1 Job Poster agrees that Thalo, in its sole discretion, may immediately and without prior notice, terminate Job Poster’s password, account (or any part thereof) or use of the Website, and remove and discard any Content that Job Poster may have contributed to the Website, at any time for any reason or for no reason. Thalo may also, in its sole discretion and at any time, discontinue providing the Website, or any part thereof, with or without prior notice.
6.2 Should Thalo terminate Job Poster’s account or discontinue providing the Website or the Jobs/Careers Section, Thalo will send Job Poster a check in the pro-rata amount of Job Poster’s fee that was already paid for the 30-day period. Notwithstanding the foregoing, Thalo will not refund any portion of Job Poster’s fee if Job Poster’s account is terminated for cause.
6.3 Job Poster may terminate Job Poster’s account or job listing at any time. If Job Poster terminates Job Poster’s account or a job listing, Job Poster shall not be entitled to a refund of any portion of the fee for the remaining days left in the 30-day period.
6.4 Upon termination by Thalo or by Job Poster for any reason, Thalo shall have no obligation to preserve or return to Job Poster any images, files or Content related to Job Poster’s account, but Thalo will be allowed to keep archival copies of the same should Thalo wish to do so. Other than as set forth in paragraph 6.2, Thalo shall have no liability to Job Poster or any third-party for any termination of the Jobs/Careers Section, the Website, or Job Poster’s account. If Job Poster has any unused coupon credits at the time of termination, Job Poster acknowledges that the same shall have no cash value, and any such unused credits will be forfeited at the time of termination.
6.5 Should Job Poster object to any terms and conditions of the Agreement or become dissatisfied with the Website or the Jobs/Careers Section in any way, Job Poster’s only recourse is to immediately discontinue Job Poster’s use of the Website and/or terminate Job Poster’s account.
7.1 THALO MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED IN RELATION TO THE ACCURACY OF ANY INFORMATION ON THE WEBSITE. THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATION OR ENDORSEMENT. UNLESS SPECIFIED IN SEPARATE TERMS AND CONDITIONS RELATED TO A PARTICULAR PRODUCT OR SERVICE, THALO MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, IN RELATION TO THE WEBSITE, OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY THALO OR ON THALO’S BEHALF, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, ACCURACY, CONDITION OR COMPLETENESS, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OR TRADE.
7.2 UNLESS SPECIFIED IN SEPARATE TERMS AND CONDITIONS RELATED TO A PARTICULAR PRODUCT OR SERVICE, THALO MAKES NO WARRANTY THAT THE WEBSITE OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WILL MEET JOB POSTER’S REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE OR PRODUCTS OR SERVICES OFFERED ON THE WEBSITE WHETHER BY THALO OR ON THALO’S BEHALF ARE FREE OF VIRUSES OR BUGS OR ARE FULLY FUNCTIONAL, ACCURATE, OR RELIABLE. THALO WILL NOT BE RESPONSIBLE OR LIABLE TO USER FOR ANY LOSS OF CONTENT OR MATERIAL AS A RESULT OF UPLOADING TO THE WEBSITE.
7.4 THALO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ABILITY OF JOB POSTER TO FILL OPEN EMPLOYMENT POSITIONS, THE AMOUNT OF COMPENSATION THAT WILL BE PAID, THE NATURE OF EMPLOYMENT, OR THE NATURE OF POTENTIAL EMPLOYEES. JOB POSTER ACKNOWLEDGES AND AGREES THAT POTENTIAL EMPLOYEES ARE NOT RELATED TO OR AFFILIATED WITH THALO, AND THALO IS NOT RESPONSIBLE IN ANY WAY FOR SUCH POTENTIAL EMPLOYEES, THEIR ACTIONS, OR INACTIONS. JOB POSTER IS RESPONSIBLE FOR FULLY INVESTIGATING ANY SUCH POTENTIAL EMPLOYEES. JOB POSTER ACKNOWLEDGES THAT IT IS POSSIBLE JOB POSTER WILL NOT FIND EMPLOYEES THROUGH THE WEBSITE.
7.5 THALO DOES NOT CONTROL THE USER CONTENT POSTED OR DISTRIBUTED BY JOBS/CAREERS SECTION PARTICIPANTS ON OR THROUGH THE WEBSITE. THALO ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY CONTENT, JOB POSTING, OR RESUME DISTRIBUTED OR MADE AVAILABLE BY JOBS/CAREERS SECTION PARTICIPANTS THROUGH THE WEBSITE. THALO MAKES NO REPRESENTATION THAT ANY EMPLOYMENT RELATIONSHIP OBTAINED BY USERS THROUGH THE WEBSITE WILL MEET THE USERS’ EXPECTATIONS.
7.6 USER AUTHENTICATION ON THE INTERNET IS DIFFICULT, AND THALO CANNOT AND DOES NOT CONFIRM THAT EACH USER IS WHO THEY CLAIM TO BE. THALO IS NOT INVOLVED AND CANNOT BE INVOLVED IN USER-TO-USER DEALINGS OR CONTROL THE BEHAVIOR, REPRESENTATIONS, OR STATEMENTS OF USERS ON THE WEBSITE OR THE ACCURACY OF THE INFORMATION PROVIDED BY SUCH USERS. IN THE EVENT THAT JOB POSTER HAS A DISPUTE WITH ONE OR MORE USERS, JOB POSTER RELEASES THALO (AND ALL OF THALO'S AFFILIATES, AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL AND DIRECT AND INDIRECT) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF JOB POSTER IS A CALIFORNIA RESIDENT, JOB POSTER WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "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.”
8. LIMITATION OF LIABILITY
JOB POSTER EXPRESSLY UNDERSTANDS AND AGREES THAT UNDER NO CIRCUMSTANCES SHALL THALO, ITS SUBSIDIARIES, AFFILIATES, AND RELATED ENTITIES, OR EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, PARTNERS, MEMBERS, OR OTHER OWNERS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OF DATA (EVEN IF THALO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (A) JOB POSTER’S USE OR INABILITY TO USE THE WEBSITE OR ACCESS THE JOBS/CAREERS SECTION; (B) UNAUTHORIZED ACCESS TO OR ALTERATION OF THE CONTENT, DATA OR TRANSMISSIONS; (C) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE; OR (D) ANY OTHER MATTER RELATING TO THIS AGREEMENT OR THE JOBS/CAREERS SECTION. FURTHER, THALO’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE JOBS/CAREERS SECTION WILL NOT EXCEED, AT ANY TIME, THE TOTAL AMOUNTS RECEIVED BY THALO FROM JOB POSTER DURING THE PREVIOUS 12-MONTH PERIOD.
9. Disclosure for Legal Purposes
Job Poster hereby authorizes Thalo to disclose any Job Poster information pursuant to judicial and administrative proceedings, and in connection with law enforcement activities and as otherwise may be permitted by law, to law enforcement or government agencies if Thalo believes the disclosure is necessary or appropriate. Job Poster also authorizes Thalo to disclose information if Thalo believes the disclosure is necessary or appropriate in the event of an investigation of improper or illegal conduct in connection with the Jobs/Careers Section specifically or the Website in general, such as fraud, misrepresentation, intellectual property infringement, or other activity that may put Thalo at risk for liability.
10. Communications With Users
10.1 The Jobs/Careers Section is directed and made available only to users 18 years old or older. In line with this policy, Job Poster acknowledges and agrees that Job Poster will only communicate with Jobs/Careers Section participants 18 years old or older. If it comes to Job Poster’s attention that a Jobs/Careers Section participant is under age 18, Job Poster shall notify Thalo immediately, and Job Poster must not communicate with such person.
10.2 Thalo reserves the right, though it does not have the obligation, to monitor the Website and any Content and communications related to the Jobs/Careers Section. If, at any time, Thalo discovers that Job Poster is using the Website or the Jobs/Careers Section for any reason other than as in accordance with this Agreement, Job Poster’s relationship with Thalo and participation in the Jobs/Careers Section will be terminated immediately.
10.3 Job Poster shall promptly report any suspicious communications or any communications believed to be from anyone under the age of 18 years to email@example.com; however, Thalo is not responsible for any communication or activity between Job Poster and any third-party or Jobs/Careers Section participant.
11.1 Job Poster is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Job Poster and Thalo.
11.3 If any term, clause or provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms.
11.4 The failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of any party’s right to subsequently enforce such a provision or any other provision of this Agreement.
11.5 Thalo reserves the right to categorize and re-categorize elements of the Jobs/Careers Section and Content submitted to the Website within Thalo’s subject classification system, as may be modified from time to time by us in Thalo’s sole discretion.
11.7 Job Poster may send Thalo notices or communicate with Thalo by email to firstname.lastname@example.org If Job Poster does not receive a response from Thalo to any emails Job Poster sends to Thalo within 7 business days, Job Poster should send Thalo another email as Job Poster's original email may not have been received
11.8 Thalo may freely assign this Agreement or any of its rights and/or obligations hereunder.
DATE LAST MODIFIED: NOVEMBER 23, 2011