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TERMS OF USE

Last Updated: July 12, 2022

Agreement To Terms

These Terms of Use (“Terms”) constitute a legally binding agreement made between
you, whether personally or on behalf of an entity (“you”) and Talent Worldwide
Inc. and its subsidiaries and affiliates (collectively, “Company“, “we”, “us”,
or “our”), concerning your access to and use of the career.io platform as well
as any other website, including TopResume.com, TopCV.com, TopInterview.com, and
ZipJob.com, media channel, mobile site or mobile application related, linked, or
otherwise connected thereto (collectively, the “Platform”).

We operate globally and, as a result, different laws may apply depending on
where a user resides.  These Terms are intended to apply to all users regardless
of geographic location to the extent legally enforceable in each user’s place of
residence.    

 * If you are a resident of the European Union, please see the EU Residents –
   Supplemental Terms of Use for more information about specific additional or
   alternative terms that apply to you.

 * If you are a resident of the United States, please see the US Residents –
   Supplemental Terms of Use for more information about specific additional or
   alternative terms that apply to you.   

You agree that by accessing the Platform, you have read, understood, and agree
to be bound by all of these Terms including any supplemental terms that apply to
you based on where you live. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS
(INCLUDING ANY SUPPLEMENTAL TERMS), THEN YOU ARE EXPRESSLY PROHIBITED FROM USING
THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the
Platform from time to time are hereby expressly incorporated by reference into
these Terms. We reserve the right, in our sole discretion, to make changes or
modifications to these Terms at any time and for any reason. We will alert you
about any changes by updating the “Last Updated” date of these Terms, and you
waive any right to receive specific notice of each such change. It is your
responsibility to periodically review these Terms to stay informed of updates.
You will be subject to, and will be deemed to have been made aware of and to
have accepted, the changes in any revised Terms by your continued use of the
Platform after the date such revised Terms are posted.

The Platform is intended for users who are at least 18 years of age. 

NOTE: THESE TERMS AND CONDITIONS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION
PROVISION, INCLUDING A CLASS ACTION WAIVER THAT MAY AFFECT YOUR RIGHTS UNDER
THESE TERMS AND CONDITIONS AND WITH RESPECT TO ANY AND ALL DISPUTES YOU MAY HAVE
WITH THE COMPANY.  

Intellectual Property Rights

Unless otherwise indicated, the Platform is our proprietary property and all
source code, databases, functionality, software, website designs, audio, video,
text, photographs, and graphics on the Platform (collectively, the “Content”)
and the trademarks, service marks, and logos contained therein (the “Marks”) are
owned by us or licensed to us, and are protected by copyright and trademark laws
and various other intellectual property rights and unfair competition laws of
the United States, the European Union, other foreign jurisdictions, and
international conventions. The Content and the Marks are provided on the
Platform “AS IS” for your information and personal use only. Except as expressly
provided in these Terms, no part of the Platform and no Content or Marks may be
copied, reproduced, aggregated, republished, uploaded, posted, publicly
displayed, encoded, translated, transmitted, distributed, sold, licensed, or
otherwise exploited for any commercial purpose whatsoever, without our express
prior written permission.

Provided that you are eligible to use the Platform, you are granted a limited
license to access and use the Platform and to download or print a copy of any
portion of the Content to which you have properly gained access solely for your
personal, non-commercial use. We reserve all rights not expressly granted to you
in and to the Platform, the Content and the Marks.

User Representations

By using the Platform, you represent and warrant that: (1) all registration
information and other information you submit will be true, accurate, current,
and complete; (2) you will maintain the accuracy of such information and
promptly update such registration information as necessary; (3) you have the
legal capacity and you agree to comply with these Terms; (4) you are not under
the age of 18; (5) you are not a minor in the jurisdiction in which you reside;
(6) you will not access the Platform through automated or non-human means,
whether through a bot, script or otherwise; (7) you will not use the Platform
for any illegal or unauthorized purpose; and (8) your use of the Platform will
not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or
incomplete, we have the right to suspend or terminate your account and refuse
any and all current or future use of the Platform (or any portion thereof).

The information provided on the Platform 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 us to any registration requirement within such jurisdiction or country.
Accordingly, those persons who choose to access the Platform from other
locations do so on their own initiative and are solely responsible for
compliance with local laws to the extent local laws are applicable.

User Registration

You may be required to register with the Platform or one of its component sites.
You agree to keep your password confidential and will be responsible for all use
of your account and password. We reserve the right to remove, reclaim, or change
a username you select if we determine, in our sole discretion, that such
username is inappropriate, obscene, or otherwise objectionable.

Fees And Payment

We accept various methods of payment including debit/credit cards and
third-party providers such as PayPal.  We may offer other payment options in
certain locations.  You may be required to pay a fee to access some of our
services. You agree to provide current, complete, and accurate purchase and
account information for all purchases made via the Platform. You further agree
to promptly update account and payment information, including email address,
payment method, and payment card expiration date, so that we can complete your
transactions and contact you as needed. We bill you through an online billing
service for purchases made via the Platform. Sales, use or similar taxes will be
added to the price of purchases where we determine it is applicable – the total
price including applicable taxes will be shown at check-out before you complete
your purchase. We may change our prices at any time. All payments shall be in
the currency indicated on the payment page.

You agree to pay all charges or fees at the prices then in effect for your
purchases, and you authorize us to charge your chosen payment provider for any
such amounts upon making your purchase. If your purchase is subject to recurring
charges, then you consent to our charging your payment method on a recurring
basis without requiring your prior approval for each recurring charge, until you
notify us of your cancellation.

For certain products or services, we offer a payment plan option that allows you
to receive the product or service upfront, in exchange for future payments.
Failure to make future payments as agreed may result in reporting of your
information to credit bureaus or similar credit reporting entities and appearing
on your credit report.

We reserve the right to correct any errors or mistakes in pricing, even if we
have already requested or received payment. We also reserve the right to refuse
any order placed through the Platform.

Cancellation, Refunds, And Guarantees

If you purchase a subscription to one or more of our services, you can cancel
your subscription at any time by logging into your account or contacting us
using the contact information provided below. Your cancellation will take effect
at the end of the current paid term.  No refunds will be provided for our
subscription services.  

In general, and except as specifically noted on a specific site, all purchases
of our professional resume-writing services are final and no refunds will be
provided. Some of our services may include a specific guarantee – please see our
package descriptions to confirm whether your package includes any guarantee.

If you are dissatisfied with any of our services, please contact the support
team for the specific brand or email support@career.io, and we will provide
appropriate assistance.  

Prohibited Activities

You may not access or use the Platform for any purpose other than that for which
we make the Platform available. The Platform may not be used in connection with
any commercial endeavors except those that are specifically endorsed or approved
by us.

As a user of the Platform, you agree not to:

 1.  Distribute log in details so that multiple users are sharing one log in.

 2.  Sell or otherwise transfer your profile.

 3.  Use a buying agent or purchasing agent to make purchases on the Platform.

 4.  Use the Platform to advertise or offer to sell goods or services.

 5.  Use the Platform as part of any effort to compete with us or otherwise use
     the Platform and/or the Content for any revenue-generating endeavor or
     commercial enterprise.

 6.  Attempt to impersonate another user or person or use the username of
     another user.

 7.  Trick, defraud, or mislead us or other users, especially in any attempt to
     learn sensitive account information such as user passwords.

 8.  Engage in unauthorized framing of or linking to the Platform.

 9.  Make improper use of our support services or submit false reports of abuse
     or misconduct.

 10. Use any information obtained from the Platform in order to harass, abuse,
     intimidate, threaten or harm another person.

 11. Delete the copyright or other proprietary rights notice from any Content.

 12. Circumvent, disable, or otherwise interfere with security-related features
     of the Platform, including features that: (a) prevent or restrict the use
     or copying of any Content; (b) enforce limitations on the use of the
     Platform and/or the Content contained therein; or (c) prevent or restrict
     access to any portion of the Platform.

 13. Copy, adapt, decipher, decompile, disassemble, or reverse engineer any of
     the software comprising or in any way making up a part of the Platform.

 14. Engage in any automated use of the system, such as using scripts to send
     comments or messages, or using any data mining, robots, or similar data
     gathering and extraction tools.

 15. Systematically retrieve data or other content from the Platform to create
     or compile, directly or indirectly, a collection, compilation, database, or
     directory without written permission from us.

 16. Make any unauthorized use of the Platform, including collecting usernames
     and/or email addresses of users by electronic or other means for the
     purpose of sending unsolicited email, or creating user accounts by
     automated means or under false pretenses.

 17. Interfere with, disrupt, or create an undue burden on the Platform or the
     networks or services connected to the Platform.

 18. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan
     horses, or other material, including excessive use of capital letters and
     spamming (continuous posting of repetitive text), that interferes with any
     party’s uninterrupted use and enjoyment of the Platform or modifies,
     impairs, disrupts, alters, or interferes with the use, features, functions,
     operation, or maintenance of the Platform.

 19. Upload or transmit (or attempt to upload or to transmit) any material that
     acts as a passive or active information collection or transmission
     mechanism, including without limitation, clear graphics interchange formats
     (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices
     (sometimes referred to as “spyware” or “passive collection mechanisms” or
     “pcms”).

 20. Except as may be the result of standard search engine or Internet browser
     usage, use, launch, develop, or distribute any automated system, including
     without limitation, any spider, robot, cheat utility, scraper, or offline
     reader that accesses the Platform, or using or launching any unauthorized
     script or other software.

 21. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the
     Platform.

 22. Use the Platform in a manner inconsistent with any applicable laws or
     regulations.

User Generated Contributions

The Platform may invite you to chat, contribute to, or participate in blogs,
message boards, online forums, and other functionality, and may provide you with
the opportunity to create, submit, post, display, transmit, perform, publish,
distribute, or broadcast content and materials to us or on the Platform,
including but not limited to text, writings, resumes, video, audio, photographs,
graphics, comments, suggestions, or other material but excluding personal data
(collectively, “Contributions”). Contributions may be viewable by other users of
the Platform and through third-party websites if you post them on certain
portions of the Platform (for example, user reviews). As such, any Contributions
you post may be treated as non-confidential and non-proprietary. When you
submit, create or make available any Contributions, you thereby represent and
warrant that:

 1.  The creation, distribution, transmission, public display, or performance,
     and the accessing, downloading, or copying of your Contributions do not and
     will not infringe the proprietary rights, including but not limited to the
     copyright, patent, trademark, trade secret, or moral rights of any third
     party.

 2.  You are the creator and owner of or have the necessary licenses, rights,
     consents, releases, and permissions to use and to authorize us, the
     Platform, and other users of the Platform to use your Contributions in any
     manner contemplated by the Platform and these Terms.

 3.  You have the written consent, release, and/or permission of each and every
     identifiable individual person in your Contributions to use the name or
     likeness of each and every such identifiable individual person to enable
     inclusion and use of your Contributions in any manner contemplated by the
     Platform and these Terms.

 4.  Your Contributions are not false, inaccurate, or misleading.

 5.  Your Contributions are not unsolicited or unauthorized advertising,
     promotional materials, pyramid schemes, chain letters, spam, mass mailings,
     or other forms of solicitation.

 6.  Your Contributions are not obscene, lewd, lascivious, violent, harassing,
     libelous, slanderous, or otherwise objectionable (as determined by us).

 7.  Your Contributions do not harass, ridicule, mock, disparage, intimidate, or
     abuse anyone.

 8.  Your Contributions do not advocate the violent overthrow of any government
     or incite, encourage, or threaten physical harm against another person.

 9.  Your Contributions do not violate any applicable law, regulation, or rule.

 10. Your Contributions do not violate the privacy or publicity rights of any
     third party.

 11. Your Contributions do not contain any material that solicits personal
     information from anyone under the age of 18 or exploits people under the
     age of 18 in a sexual or violent manner.

 12. Your Contributions do not violate any national, federal or state law
     concerning child pornography, or otherwise intended to protect the health
     or well-being of minors.

 13. Your Contributions do not include any offensive comments that are connected
     to race, national origin, gender, sexual preference, or physical or mental
     disability.

 14. Your Contributions do not link to material that violates any provision of
     these Terms or any applicable law or regulation.

Any use of the Platform in violation of the foregoing violates these Terms and
may result in, among other things, termination or suspension of your rights to
use the Platform.

Contribution License

By submitting or posting your Contributions to any part of the Platform or
making Contributions accessible to the Platform, you automatically grant, and
you represent and warrant that you have the right to grant, to us an
unrestricted, perpetual, non-exclusive, transferable, royalty-free, fully-paid,
worldwide right, and license to host, to use, to display, and to prepare
derivative works of such Contributions for the purposes of delivering our
services to you, refining our services and the Platform, and developing new
services, and you grant and authorize sublicenses of the foregoing. You waive
all moral rights in your Contributions, and you warrant that moral rights have
not otherwise been asserted in your Contributions.

We do not assert any ownership right over your Contributions. You retain full
ownership of all of your Contributions and any intellectual property rights or
other proprietary rights associated with your Contributions. We are not liable
for any statements or representations in your Contributions provided by you in
any area on the Platform. You are solely responsible for your Contributions to
the Platform and you expressly agree to exonerate us from any and all
responsibility and to refrain from any legal action against us regarding your
Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or
otherwise change any Contributions; (2) to re-categorize any Contributions to
place them in more appropriate locations on the Platform; and (3) to pre-screen
or delete any Contributions at any time and for any reason, without notice. We
have no obligation to monitor your Contributions.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, or
feedback regarding the Platform (“Submissions”) provided by you to us are
non-confidential and shall become our sole property. We shall own exclusive
rights, including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful purpose,
commercial or otherwise, without acknowledgment or compensation to you. You
hereby waive all moral rights to any such Submissions, and you hereby warrant
that any such Submissions are original with you or that you have the right to
submit such Submissions. You agree there shall be no recourse against us for any
alleged or actual infringement or misappropriation of any proprietary right in
your Submissions.

Social Media

As part of the functionality of the Platform, you may link your account with
online accounts you have with third-party service providers (each such account,
a “Third-Party Account”) by either: (1) providing your Third-Party Account login
information through the Platform; or (2) allowing us to access your Third-Party
Account, as is permitted under the applicable terms and conditions that govern
your use of each Third-Party Account. You represent and warrant that you are
entitled to disclose your Third-Party Account login information to us and/or
grant us access to your Third-Party Account, without breach by you of any of the
terms and conditions that govern your use of the applicable Third-Party Account,
and without obligating us to pay any fees or making us subject to any usage
limitations imposed by the third-party service provider of the Third-Party
Account. By granting us access to any Third-Party Accounts, you understand that:
(1) we may access, make available, and store (if applicable) any content that
you have provided to and stored in your Third-Party Account (the “Social Network
Content”) so that it is available on and through the Platform via your account,
including without limitation any friend lists; and (2) we may submit to and
receive from your Third-Party Account additional information to the extent you
are notified when you link your account with the Third-Party Account. Depending
on the Third-Party Accounts you choose and subject to the privacy settings that
you have set in such Third-Party Accounts, personal information that you post to
your Third-Party Accounts may be available on and through your account on the
Platform. Please note that if a Third-Party Account or associated service
becomes unavailable or our access to such Third-Party Account is terminated by
the third-party service provider, then Social Network Content may no longer be
available on and through the Platform. You will have the ability to disable the
connection between your account on the Platform and your Third-Party Accounts at
any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE
PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR
AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to
review any Social Network Content for any purpose, including but not limited to,
for accuracy, legality, or non-infringement, and we are not responsible for any
Social Network Content. You acknowledge and agree that we may access your email
address book associated with a Third-Party Account and your contacts list stored
on your mobile device or tablet computer solely for purpose of identifying and
informing you of those contacts who have also registered to use the Platform.
You can deactivate the connection between the Platform and your Third-Party
Account by contacting us using the contact information below or through your
account settings (if applicable). We will attempt to delete any information
stored on our servers that was obtained through such Third-Party Account, except
the username and profile picture that become associated with your Platform
account(s).

Third-Party Websites And Content

The Platform may contain (or you may be sent via the Platform) links to other
websites (“Third-Party Websites”) as well as articles, photographs, text,
graphics, pictures, designs, music, sound, video, information, applications,
software, and other content or items belonging to or originating from third
parties (“Third-Party Content”). Such Third-Party Websites and Third-Party
Content are not investigated, monitored, or checked for accuracy,
appropriateness, or completeness by us, and we are not responsible for any
Third-Party Websites accessed through the Platform or any Third-Party Content
posted on, available through, or installed from the Platform, including the
content, accuracy, offensiveness, opinions, reliability, privacy practices, or
other policies of or contained in the Third-Party Websites or the Third-Party
Content. Inclusion of, linking to, or permitting the use or installation of any
Third-Party Websites or any Third-Party Content does not imply approval or
endorsement thereof by us. If you decide to leave the Platform and access the
Third-Party Websites or to use or install any Third-Party Content, you do so at
your own risk, and you should be aware these Terms no longer govern. You should
review the applicable terms and policies, including privacy and data gathering
practices, of any website to which you navigate from the Platform or relating to
any applications you use or install from the Platform. Any purchases you make
through Third-Party Websites will be through other websites and from other
companies, and we take no responsibility whatsoever in relation to such
purchases which are exclusively between you and the applicable third party. You
agree and acknowledge that we do not endorse the products or services offered on
Third-Party Websites and you shall hold us harmless from any harm caused by your
purchase of such products or services. Additionally, you shall hold us harmless
from any losses sustained by you or harm caused to you relating to or resulting
in any way from any Third-Party Content or any contact with Third-Party
Websites.

Platform Management

We reserve the right, but not the obligation, to: (1) monitor the Platform for
violations of these Terms; (2) take appropriate legal action against anyone who,
in our sole discretion, violates the law or these Terms, including without
limitation, reporting such user to law enforcement authorities; (3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of your
Contributions; (4) in our sole discretion and without limitation, notice, or
liability, to remove from the Platform or otherwise disable all files and
content that are excessive in size or are in any way burdensome to our systems;
and (5) otherwise manage the Platform in a manner designed to protect our rights
and property and to facilitate the proper functioning of the Platform.

Privacy Policy

We care about data privacy and security. Please review our Privacy Policy for
details about what information we collect, how we use and share it, and how it
is protected. In addition, we will maintain certain data that you transmit to
the Platform for the purpose of managing the performance of the Platform, as
well as data relating to your use of the Platform. Although we perform regular
routine backups of data, you are solely responsible for all data that you
transmit or that relates to any activity you have undertaken using the Platform.
You agree that we shall have no liability to you for any loss or corruption of
any such data, and you hereby waive any right of action against us arising from
any such loss or corruption of such data.

Copyright Infringement

We respect the intellectual property rights of others. If you believe that any
material available on or through the Platform infringes upon any copyright you
own or control, please immediately notify us using the contact information
provided below (a “Notification”).

Term And Termination

These Terms shall remain in full force and effect while you use the Platform.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT
TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND
USE OF THE PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR
ANY REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,
WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW
OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE PLATFORM OR
DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,
WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from
registering and creating a new account under your name, a fake or borrowed name,
or the name of any third party, even if you may be acting on behalf of the third
party. In addition to terminating or suspending your account, we reserve the
right to take appropriate legal action, including without limitation pursuing
civil, criminal, and injunctive redress.

Modifications And Interruptions

We reserve the right to change, modify, or remove the contents of the Platform
at any time or for any reason at our sole discretion without notice. However, we
have no obligation to update any information on our Platform. We also reserve
the right to modify or discontinue all or part of the Platform without notice at
any time. We will not be liable to you or any third party for any modification,
price change, suspension, or discontinuance of the Platform.

We cannot guarantee the Platform will be available at all times. We may
experience hardware, software, or other problems or need to perform maintenance
related to the Platform, resulting in interruptions, delays, or errors. We
reserve the right to change, revise, update, suspend, discontinue, or otherwise
modify the Platform at any time or for any reason without notice to you. You
agree that we have no liability whatsoever for any loss, damage, or
inconvenience caused by your inability to access or use the Platform during any
downtime or discontinuance of the Platform. Nothing in these Terms will be
construed to obligate us to maintain and support the Platform or to supply any
corrections, updates, or releases in connection therewith.

Governing Law

Unless the laws of your jurisdiction require that those laws apply, these Terms
and your use of the Platform are governed by and construed in accordance with
the following, without regard to conflict of law principles: the laws of the
United States of America and the State of Delaware, USA with venue in Kent
County, Delaware.

Dispute Resolution

If you are a resident of the EEA, please see the EU Residents – Supplemental
Terms of Use for more information.  

All other users, please read this section carefully. It affects your rights. You
agree that by entering into these Terms, you and we are each waiving any right
to trial by jury or to participate in a class action. You and we agree that each
may bring claims against the other only in your or its individual capacity, and
not as a plaintiff or class member in any purported class or representative
proceeding. Any arbitration will take place on an individual basis; class
arbitrations and class actions are not permitted.

Governing Law. All claims, disputes, or other legal proceedings by or between
you or us, including but not limited to any such claims or disputes that are in
any way related to or arising under these Terms or your access to or use of the
Platform, shall be governed by the laws of the United States of America and the
State of Delaware without giving effect to any conflict of laws principles that
may otherwise provide for the application of the law of another jurisdiction.
Application of the United Nations Convention on Contracts for the International
Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are
expressly excluded by these Terms. The parties agree that their arrangement
under these Terms is in interstate commerce and that the Federal Arbitration Act
applies to the construction of the “Agreement to Binding Arbitration” provision
below. For any claim, dispute, or other legal proceeding not subject to the
“Agreement to Binding Arbitration” provision below, the claim or dispute shall
be brought and litigated exclusively in the state courts located within Kent
County, Delaware or the federal courts in the District of Delaware, as
appropriate, and you agree to submit to the personal jurisdiction of each of
these courts for the purpose of litigating such claims or disputes.   

Informal Negotiations. To expedite resolution and control the cost of any
dispute, controversy, or claim related to these Terms (each a “Dispute” and
collectively, the “Disputes”) brought by either you or us (individually, a
“Party” and collectively, the “Parties”), the Parties agree to first attempt to
negotiate any Dispute (except those Disputes expressly provided below)
informally for at least thirty (30) days before initiating arbitration. Such
informal negotiations commence upon written notice from one Party to the other
Party.  You may provide notice to us using the information provided in the
“CONTACT US” section below.

Agreement to Binding Arbitration. Subject to the Exceptions to Arbitration set
forth below, you and we each agree that any and all disputes between Platform
users arising under or related in any way to these Terms and such users’ use of
the Platform must be resolved through binding arbitration as described in this
section. With the exception of the prohibition on class arbitrations set forth
in this “DISPUTE RESOLUTION” section, if an arbitrator or court decides that any
part of this agreement to arbitrate is unenforceable, the other parts of this
Agreement to Arbitrate will still apply.

Exceptions to Arbitration. This Agreement to Arbitrate will not apply to the
following: (a) small claims court cases; (b) legal proceedings that involve
efforts to obtain user identifying information; (c) any legal proceedings
brought against the Company by companies or other legal entities or individuals
acting on behalf of such companies or other legal entities; (d) any legal
proceedings brought by the Company against companies or other legal entities or
individuals acting on behalf of any such companies or other legal entities; (e)
a party’s right to seek injunctive or other equitable relief in a court of
competent jurisdiction to prevent the actual or threatened infringement,
misappropriation or violation of a party's copyrights, trademarks, trade
secrets, patents, or other intellectual property rights; or (f) where the
application of this provision is prohibited by applicable law. If, for some
reason, the prohibition on class arbitrations set forth in this DISPUTE
RESOLUTION section cannot be enforced, then the entirety of this Agreement to
Arbitrate will not apply. Where this Agreement to Arbitrate does not apply, the
remainder of this Agreement and the Dispute Resolution section will continue to
apply.

Arbitration Procedure. The arbitration will be governed by the Consumer
Arbitration Rules of the American Arbitration Association ("AAA"), as modified
by this section, and will be administered by the AAA. The AAA's rules and a form
for initiating the proceeding are available at www.adr.org. Any settlement offer
made by you or us shall not be disclosed to the arbitrator. Unless otherwise
required by the applicable arbitration rules at the time the arbitration is
commenced, the arbitration shall be held in Dover, Delaware. For any claim where
the total amount of the award sought is $10,000 or less, you and we may elect to
have the arbitration conducted by telephone or based solely on written
submissions, which election shall be binding on you and us subject to the
arbitrator’s discretion to require an in-person hearing. In cases where an
in-person hearing is held, you or we may attend by telephone, unless the
arbitrator requires otherwise. The arbitrator will decide the substance of all
claims in accordance with applicable law, including recognized principles of
equity, and will honor all claims of privilege recognized by law. The arbitrator
shall not be bound by rulings in prior arbitrations involving different users,
but is bound by rulings in prior arbitrations involving the same Platform user
to the extent required by applicable law. The arbitrator's award shall be final
and binding and judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof.

Limitation to Assert a Claim.  In no event shall any Dispute be commenced more
than one (1) year after the facts giving rise to the claim occurred. 

Corrections

There may be information on the Platform that inadvertently contains
typographical errors, inaccuracies, or omissions, including descriptions,
pricing, availability, and various other information. We reserve the right to
correct any errors, inaccuracies, or omissions and to change or update the
information on the Platform at any time, without prior notice.

Disclaimer

THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS, WHICH MEANS THAT WE
GIVE NO GUARANTEES AS TO THE OPERATION OF THE PLATFORM. YOU AGREE THAT YOUR USE
OF THE PLATFORM AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT
THE ACCURACY OR COMPLETENESS OF THE PLATFORM’S CONTENT OR THE CONTENT OF ANY
WEBSITES LINKED TO THE PLATFORM AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR
ANY: (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM
YOUR ACCESS TO AND USE OF THE PLATFORM; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF
OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL
INFORMATION STORED ON THE SERVERS; (4) ANY INTERRUPTION OR CESSATION OF ANY
TRANSMISSION TO OR FROM THE PLATFORM; OR (5) ANY VIRUSES, TROJAN HORSES, OR THE
LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY. WE
DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR
SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM, ANY
HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER
OR OTHER ADVERTISING, AND WE WILL NOT BE RESPONSIBLE FOR MONITORING ANY
TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE.

Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR OUR DIRECTORS, OFFICERS,
EMPLOYEES, OR AGENTS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT,
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM
YOUR USE OF THE PLATFORM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR
LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE
ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US
DURING THE THREE (3) MONTH PERIOD PRIOR TO THE OCCURRENCE GIVING RISE TO ANY
CLAIM. CERTAIN STATE OR NATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS
APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY
TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our
subsidiaries, affiliates, and all of our respective officers, employees, and
agents from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party arising out of:
(1) your Contributions or Submissions; (2) your use of the Platform; (3) your
breach of these Terms; (4) any breach of your representations and warranties set
forth in these Terms; (5) your violation of the rights of a third party,
including but not limited to intellectual property rights; or (6) any harmful
act by you toward any other user of the Platform with whom you connected via the
Platform. Notwithstanding the foregoing unless prohibited by applicable law, we
reserve the right, at your expense, to assume the exclusive defense and control
of any matter for which you are required to indemnify us, and you agree to
cooperate, at your expense, with our defense of such claims. We will use
reasonable efforts to notify you of any such claim, action, or proceeding which
is subject to this indemnification upon becoming aware of it.

Electronic Communications, Transactions, And Signatures

Visiting the Platform, sending us emails, and completing online forms constitute
electronic communications. You consent to receive electronic communications, and
you agree that all agreements, notices, disclosures, and other communications we
provide to you electronically, via email and on the Platform, satisfy any legal
requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE
OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO
ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED
OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or
requirements under any statutes, regulations, rules, ordinances, or other laws
in any jurisdiction which require an original signature or delivery or retention
of non-electronic records, or to payments or the granting of credits by any
means other than electronic means.

Miscellaneous

These Terms and any policies or operating rules posted by us on the Platform or
in respect to the Platform constitute the entire agreement and understanding
between you and us. Our failure to exercise or enforce any right or provision of
these Terms shall not operate as a waiver of such right or provision. These
Terms operate to the fullest extent permissible by law. We may assign any or all
of our rights and obligations to others at any time. We shall not be responsible
or liable for any loss, damage, delay, or failure to act caused by any cause
beyond our reasonable control. If any provision or part of a provision of these
Terms is determined to be unlawful, void, or unenforceable, that provision or
part of the provision is deemed severable from these Terms and does not affect
the validity and enforceability of any remaining provisions. There is no joint
venture, partnership, employment or agency relationship created between you and
us as a result of these Terms or use of the Platform. Except where prohibited by
applicable law, you agree that these Terms will not be construed against us by
virtue of having drafted them. You hereby waive any and all defenses you may
have based on the electronic form of these Terms and the lack of signing by the
parties hereto to execute these Terms.

Contact Us

In order to resolve a complaint regarding the Platform or to receive further
information regarding use of the Platform, please contact us at
support@career.io.


EU RESIDENTS – SUPPLEMENTAL TERMS OF USE

Last Updated: July 12, 2022

We offer our Platform and services within the European Union. These supplemental
terms of use apply to you if you are a resident of the European Union (“EU
Supplemental Terms”).

Therefore, if you are residing in the European Union, the general Terms of Use
and these EU Supplemental Terms will apply. If there is any conflict between the
Terms of Use and these EU Supplemental Terms, and these EU Supplemental Terms
apply to you, then the EU Supplemental Terms will prevail.

Unless otherwise specified, definitions in this EU Supplemental Terms will have
the same meaning as the definitions used in the Terms of Use.

Prior to the creation of your account, the text of these Terms of Use will be
made available to you electronically via the Platform in such a manner that it
can be easily stored by you on a durable data carrier.

We reserve the right, in our sole discretion, to make changes or modifications
to the Terms of Use or these EU Supplemental Terms at any time. We will inform
you about any changes before the effective date of the changes. If you continue
to use the Platform after the effective date of the changes, you will be deemed
to have been made aware of and to have accepted the changes in any revised Terms
or EU Supplemental Terms.

Intellectual Property Rights

Intellectual Property Rights are all present and future Intellectual Property
Rights, anywhere in the world, in respect of the Platform, belonging to us
and/or our licensors now or in the future, including copyrights, database
rights, trademark rights, design rights, trade name rights, domain name rights,
patent rights, trade secret rights as well as similar rights under unwritten
law, such as rights regarding slavish imitation.

Provided that you are eligible to use the Platform, you are granted, solely for
the purpose of execution of your account, a limited, non-exclusive,
non-transferable and non-sublicensable license to access and use the Platform
and to download or print a copy of any portion of the Content to which you have
properly gained access solely for your personal, non-commercial use. We reserve
all rights not expressly granted to you in and to the Platform, the Content and
the Marks. This license is given for the duration of your account and you hereby
accept this license. We are at all times entitled to terminate this license
unilaterally, early and with immediate effect, without having to pay you any
compensation.

You indemnify us against any loss arising from any infringement of Intellectual
Property Rights by you in respect of the Platform. You will compensate us for
all costs and loss, including the costs of legal assistance, arising from a
violation of Intellectual Property Rights. You will take measures at your own
expense in order to limit the costs to be incurred and/or loss to be suffered by
us.

Fees And Payment

If we determine any taxes, such as sales taxes, or any other charges apply to
our fees, the price of purchase on the Platform will include these taxes and/or
fees during the ordering process. 

If your purchase is subject to recurring charges, then you have the option to
provide us the right to charge you payment by direct debit. In which case we
will charge your payment on a recurring basis, without requiring you prior
approval before each recurring charge, until you notify us of your cancellation.
 

Right Of Withdrawal

When purchasing digital content, you, as a consumer residing in the EU, have the
right to withdraw from the agreement for a period of 14 days from the delivery
date, without providing a reason for the withdrawal. 

The right to withdraw from the agreement for the supply of digital content shall
not apply if you have expressly stated that you wish to receive the digital
content within the withdrawal period and have expressly waived the right of
withdrawal. 

When entering into a 7-day trial subscription, a money-back-guarantee shall
apply for the duration of the trial subscription. Within 14 days of your
declaration that you are invoking this guarantee, the amount already paid by you
shall refunded.

Liability

We are not liable for:

a) any misunderstandings, errors or failures with respect to the performance of
the Platform and/or our services, if these are caused by or are the result of
your actions, such as the failure to supply complete, sound, correct and clear
data (or the failure to do so in time);

b) errors or failures by third parties engaged by or on behalf of you;

c) information that third parties have placed on the Platform.

We can only be held liable for direct damages or loss attributable to us.
Liability for any (financial) damage or loss other than direct damages and/or
loss, such as indirect damage or loss, including but not limited to
consequential damage or loss, loss of profit, damage or loss caused by stolen,
inaccessible, mutilated, destroyed or lost (personal) data or materials, lost
savings, loss due to business interruption or damage or loss due to or resulting
from a security leak, security breach or cybercrime, is excluded.

Except in the case of gross negligence or wilful misconduct, our aggregate
liability for damage or loss arising from our services and/or the Platform, or
otherwise arising out of or in connection with these Terms, will be limited to
an amount equal to the fees paid to us by you. 

Force Majeure

In the event of force majeure, we will not be obliged to fulfil any of our
obligations, including any statutory and/or agreed guarantee obligation.
Furthermore, we are not liable for any damage suffered by you as a result of a
force majeure situation. 

Force majeure on our part includes, but is not limited to:

a) suppliers on whom we depend not fulfilling their obligations;

b) defective goods, equipment, software or materials from third parties;

c) epidemics and pandemics;

d) when our network comes to a standstill for reasons for which we cannot be
held accountable, including - but not limited to - a cyber-attack or (D)DoS
attacks in any form or a failure in internet traffic, hardware or software
problems or any other external cause;

e) maintenance to the Platform, resulting in interruptions, delays or errors;

f) government measures including financial regulation and legislation;

g) strikes, forced business closures, riots and any other form of disruption
and/or hindrance caused by third parties, which hinders us;

h) illness of one or more employees who are difficult to replace;

i) a power failure, failure of internet, data network or telecommunications
facilities; or

j) any other cause beyond our reasonable control.

Dispute Resolution

All claims, disputes, or other legal proceedings by or between you or us,
including but not limited to any such claims or disputes that are in any way
related to or arising under the Terms of Use, the EU Supplemental Terms, or your
access to or use of the Platform, shall be governed by the laws of the
Netherlands.

Application of the United Nations Convention on Contracts for the International
Sale of Goods is expressly excluded by the Terms of Use and these EU
Supplemental Terms.

Unless you opt – in writing – for settlement of the dispute by the court which
is competent under the law within one month after this provision was invoked in
writing, each claim, dispute, or other legal proceeding shall be brought and
litigated exclusively to the court of the Netherlands, located in Amsterdam. 

Complaints

In order to resolve a complaint regarding the Platform, please contact us within
a reasonable period of time after you have detected or could reasonably have
detected a problem at support@career.io. We will reply within a reasonable
period of time.


US RESIDENTS – SUPPLEMENTAL TERMS OF USE

Last Updated: July 12, 2022

These supplemental terms of use to you if you are a resident of the United
States (“US Supplemental Terms”).  Therefore, if you reside in the United
States, both Terms of Use and this US Supplemental Terms will apply. If there is
any conflict between the Terms of Use and these US Supplemental Terms and these
US Supplemental Terms apply to you, then the US Supplemental Terms will prevail.

Copyright Infringement

If you believe that any material available on or through the Platform infringes
upon any copyright you own or control, please immediately notify us using the
contact information provided below (a “Notification”). A copy of your
Notification will be sent to the person who posted or stored the material
addressed in the Notification.  In accordance with the Online Copyright
Infringement Liability Limitation Act of the Digital Millennium Copyright Act
(17 U.S.C. § 512) (DMCA), the Notification must include substantially the
following:

 * your physical or electronic signature;

 * identification of the copyrighted work you believe to have been infringed;

 * identification of the material on the Platform that you believe is infringing
   the copyright in a sufficiently precise manner to allow us to locate the
   material;

 * your contact information including your name, mailing address, telephone
   number and, if available, email address;

 * a statement that you have a good faith belief that use of the copyrighted
   material is not authorized by the copyright owner, its agent or the law;

 * a statement that the information in the notice is accurate; and

 * a statement, under penalty of perjury, that you are the copyright owner or
   are authorized to act on behalf of the copyright owner.

If you do not comply with these requirements, your notice may not be effective. 
If you knowingly misrepresent that materials on the Platform infringe a
copyright, you may be held liable for damages, including costs and attorney’s
fees under Section 512(f) of the DMCA.  Thus, if you are not sure that material
located on or linked to by the Platform infringes your copyright, you should
consider first contacting an attorney.

U.S. Government Rights

Our services are “commercial items” as defined in Federal Acquisition Regulation
(“FAR”), 48 C.F.R. § 2.101. If our services are acquired by or on behalf of any
agency not within the Department of Defense (“DOD”), our services are subject to
the terms of these Terms in accordance with 48 C.F.R. § 12.212 (for computer
software) and 48 C.F.R. § 12.211 (for technical data). If our services are
acquired by or on behalf of any agency within the Department of Defense (“DOD”),
our services are subject to these Terms in accordance with Defense Federal
Acquisition Regulation (“DFARS”), 48 C.F.R. § 227.7202-3. In addition, 48 C.F.R.
§ 252.227-7015 applies to technical data acquired by the DOD. This U.S.
Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or
other clause or provision that addresses government rights in computer software
or technical data under these Terms.

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States 10170.


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