Terms of Service

Varsidee, Inc. (“Varsidee,” "we," or "us") provides talent submission, evaluation and related services that are described at www.varisidee.com and the associated URLs (the “Sites”) and that are made available via the Sites [and via mobile applications, plug-ins and other online channels] (collectively, the “Services”) to you (“you”) subject to the terms of service set forth below (“Terms of Service”) and subject to the Varsidee privacy policy (“Privacy Policy”).  To access and use the Services you must agree to the Terms of Service and Privacy Policy (collectively, the “Terms”).  Your use of the Services (or any part thereof) constitutes your agreement to the Terms.  If you do not agree with the Terms you may not use the Services. By using the Services on behalf of any third party you represent that you are an authorized representative of that third party and that your use of the Services represents such third party’s acceptance of the Terms.

Changes

We may periodically modify or supplement these Terms.  If we make material changes to the Terms we will notify you via the Services (e.g., by posting a notice on the Sites or providing notice via [other online channels or] email) indicating that the Terms have been changed.  All amended Terms become effective upon the earlier of (i) your use of the Services after such revisions have been posted and (ii) seven days after such revisions have been posted.  If you do not agree with any changes to the Terms you must notify us of such disagreement and cease using the Services.    

We may modify the Services from time to time, including adding or deleting content or features or disabling certain aspects of the Services.

Use of the Services

You may use the Services only for your own benefit and only in accordance with, and subject to, these Terms, including any restrictions and limitations set forth in these Terms, stated on the Sites or otherwise communicated to you via the Services.  Your use of the Services may require registration for a user account.  Should you choose to register, you agree to provide true, complete and accurate information (“Registration Information”).  If you provide any Registration Information that is untrue or inaccurate, not current, or incomplete, or if Varsidee suspects that your Registration Information is untrue, inaccurate, or incomplete, then Varsidee may suspend, terminate, or refuse future access to the Services. 

You may not data mine, scrape, crawl, or use any robot other automatic device, script, technology or processes that send automated queries to the Sites, or use other similar methods or tools, to gather or extract Content (as defined below) from the Services.  In addition, you may not use the Services to compile data (or any other portion of the Content) in a manner that is used or usable by a competitive product or service. You may not link to the Sites or any portion of the Services (including linking to a specific portion of the Services or framing Content in any way) and you may not employ script searches or search results from the Sites in a manner that results in the display of any Content on a third party website or elsewhere.

You may not modify the manner in which the Services are displayed or function, including framing, scraping or any other technique that would alter the display of the Sites or the visual display of the Services, including the Content. You may not use any device, software or routine to interfere or attempt to interfere with the proper functioning and display of the Sites and proper operation and usage of the Services by any other users or third parties.

Fees

Your use of the Services may require payment of a fee.  Please refer to Varsidee’s pricing information and terms, available at [add link] (the “Pricing Terms”), for further details.  If you use any Services that require payment of a fee, you hereby agree to pay such fees in accordance with such Pricing Terms and these Terms.

Intellectual Content and Property

The Services, including the Sites, and the design, text, graphics, images, video, information, applications, tools, software, and other content contained therein (excluding User Content, as defined below), and the arrangement thereof, including the Varsidee company names and logos and all related products and service names, design marks and slogans, any inventions, techniques, methods, works of authorship, know-how, publicity rights, trademarks, trade-dress, and trade secrets (collectively, "Varisdee Content"), and all intellectual property and proprietary rights related thereto, are as between you and us the sole property of Varsidee. 

All rights in Varsidee Content not expressly granted in these Terms are reserved by Varsidee. All copies that you make of the Varsidee Content must retain any copyright, trademark or other proprietary notice located on the Services that pertains to the Varsidee Content being copied, and you agree not to remove, obscure, or alter any such proprietary notices which may be affixed to or contained therein. Without the prior written consent of Varsidee, you shall not (i) use any Varsidee name, trademark or other branding element in any advertising, publicity or in any other commercial manner, (ii) use any meta tags or any other "hidden text" utilizing any Varsidee name or branding element, (iii) use the Varsidee domain name or any domain name that is confusingly similar to our domain name as a pseudonymous return e-mail address, or (iv) reproduce (except solely as required for you to use the Services for their intended purposes), alter, modify, create derivative works from, rent, lease, loan, sell, distribute or publicly display any of the Varsidee Content.  

If you submit or otherwise make available any content on or through the Services, including any comments, questions, photos, job candidate tryouts, tryout responses,  responses to potential employer inquiries, and any other content or information (collectively, “User Content”), you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Varsidee a perpetual, irrevocable, royalty-free, sublicensable, non-exclusive license to use, reproduce, edit and otherwise modify, translate, display and distribute such User Content in connection with the Services and, with respect to such User Content that is in aggregate, anonymized form, for any purpose relating to Varsidee’s (and its successors’ and affiliates’) business.  

Without limiting the foregoing, if you are an employer and you submit or otherwise make available any User Content that is part of a job Tryout, you hereby authorize Varsidee’s disclosure of such User Content to any job candidates or categories of job candidates you identify in your submission or otherwise authorize.  If you are a job candidate and you submit or otherwise make available any User Content in response to a potential employer’s job candidate Tryout information or otherwise authorize Varsidee to disclose such User Content to any potential employers or categories of potential employers, you hereby authorize Varsidee’s disclosure of such User Content to each such potential employer and hereby grant to each such potential employer a perpetual, irrevocable, royalty-free, sublicensable, non-exclusive license to reproduce, modify, distribute, perform, display and otherwise use or exploit such User Content in connection each such potential employer’s (and its successors’ and affiliates’) business.  

You agree not to submit or otherwise make available any User Content that: (i) may create a risk of any loss or damage to any person or property; (ii) contains any information or content that may be or we deem to be harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (iii) contains any information or content that may violate any law (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets) or any contractual or fiduciary duties; or (iv) contains any information or content that you know is not correct and current. Varsidee reserves the right, but is not obligated, to reject or remove any User Content at any time for any reason, including if Varsidee believes, in its sole discretion, that such User Content violates these Terms.

Privacy Policy

Use of the Services and any personal information or other information about you collected by Varsidee through, or in connection with, the Services is subject to our Privacy Policy, which Privacy Policy is incorporated into these Terms.

Warranty and Disclaimer

Any use of the Services, including any reliance upon or use any of the information therein, shall be at your sole risk.  The services (including the Sites and the Varsidee Content) are provided "As Is" and "As Available" without warranty of any kind (all of which are hereby disclaimed), either express or implied or statutory, including the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Limitation of Liability

In no event shall Varsidee or any of its licensors or information providers (collectively, “Varsidee Parties”) be liable to any user in connection with the services for any special, punitive, indirect, consequential or incidental damages or for loss of profits, revenue, use, or data, in each case arising under any theory, including under warranty, contract, tort (including negligence) or other theory, even if such Varsidee party is aware of or has been advised of the possibility of such damages.  

Any Varsidee party’s liability to you or to any third party claiming through you in connection with the use of the Services is limited to the greater of (i) the amounts, if any, you paid to us for the Service giving rise to the liability in the 12 months prior to the action giving rise to the liability, and (ii) $500.

Indemnification and Release

You agree to indemnify and hold the Varsidee Parties harmless from any claim or demand, including any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, and awards, including reasonable attorneys' fees and costs, whether brought by third parties or otherwise, due to or arising out of: (i) your breach of these Terms and any use of the Services other than as expressly permitted in these Terms; (ii) your User Content; (iii) your violation of any law or your violation of the rights of a third party, including the infringement by you of any intellectual property or other proprietary or contract right of any person or entity; (iv) your use of any third party websites or information therefrom; or (v) your interaction with any potential employer, job candidate or other individuals that you identify or interact with in connection with your use of the Services.   

The foregoing indemnity obligations will survive any termination of the Terms or your use of the Service.  Varsidee may, at its own expense, assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this section. You agree not to settle any matter subject to the foregoing indemnification obligations without the express written consent and approval of Varsidee. 

If you have a dispute with one or more potential employers or job candidates, you hereby release us (and our respective officers, directors, employees and agents) from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, to the maximum extent permitted by law, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

Termination and Suspension

We may terminate these Terms, or terminate, suspend or restrict your access to the Services, in the event that you violate any of the Terms or for any other reason, with or without notice or cause. Upon termination or suspension, your right to access the Sites and use the Services will immediately cease. We may discontinue, temporarily or permanently, all or part of the Services with or without notice. If your access to the Services is suspended or terminated by us you agree that you will not attempt to access the Services by any alias or other disguised or fraudulent identity or otherwise without our express prior written approval.

Violations and Complaints

Without limiting Varsidee’s rights or remedies under these Terms or at law or in equity, Varsidee may investigate complaints related to your use of the Services and alleged violations of these Terms and take any action we deem necessary and appropriate in connection with such complaints and violations. Such action may include reporting any suspected activity that is in violation of these Terms or in violation of any law to law enforcement officials, regulators, or other third parties. In addition, we may disclose any information necessary or appropriate to such persons or entities, including personal information, relating to such complaints and violations. You agree that monetary damages may not provide a sufficient remedy to us for violations of the Terms and you consent to injunctive or other equitable relief for such violations.

General

You may not assign these Terms or otherwise transfer or sublicense any rights or obligations hereunder, in whole or in part; any attempt to do so shall be void. If for any reason a court of competent jurisdiction finds any provision of the Terms to be invalid or unenforceable, such provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect and remain fully enforceable.  Except as expressly stated herein, the Terms constitute the entire agreement between you and Varsidee with respect to the Services, and the Terms supersede and replace all prior or contemporaneous communications, proposals, understandings or agreements, whether electronic, oral or written, between you and Varsidee with respect to the Services or the subject matter of these Terms.  Any waiver of any provision of the Terms will be effective only if in writing and signed by you and Varsidee. Our failure to enforce our rights and remedies available to us with respect your breach of these Terms shall not constitute a waiver of such breach nor of any prior, concurrent, or subsequent breach of the same or any other provision of these Terms.

Governing Law & Arbitration

These Terms, and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of the state of California. You and Varsidee agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in San Francisco County, California, except as otherwise agreed by you and us or as described in the paragraph below. You and Varsidee agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims. Notwithstanding the above, you agree that Varsidee shall still be allowed to apply for and obtain injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

For any claim (excluding claims for injunctive or other equitable relief) where the potential award is reasonably likely to be $10,000 or less, either you or us may elect to have the dispute resolved through binding non-appearance-based arbitration. In the event such arbitration is requested, such arbitration shall be conducted through a reputable alternative dispute resolution provider mutually agreed upon by you and us; provided that, if you and we have not agreed upon such provider within 30 days of a party’s initial election of arbitration, such arbitration shall be conducted by the American Arbitration Association (“AAA”). The arbitration must be conducted in compliance with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. 

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.

Notice and Contact

Any notices given by you under these Terms shall be given in writing or by email and shall be delivered to the following address:

Varsidee, Inc
Attention Legal
2269 Chestnut Street
Box 629
San Francisco, CA 94123