Crosschq Candidate Terms and Conditions
Last Updated: October 15, 2021
By setting up a Candidate Account and clicking the "I agree to Crosschq's Terms and Conditions for Candidates" check-box and/or by accessing and using the Crosschq Candidate Application (the "Candidate App"), you agree to these Candidate Terms and Conditions ("T&Cs"). We may modify or change these T&Cs and/or the Candidate App from time to time in our sole discretion without notice to you. Your continued use of the Candidate App will be deemed acceptance by you of any such modification of, or change to, the T&Cs and/or the Candidate App. If you do not agree to any of the terms or conditions contained in these T&Cs, please do not click the "I agree to Crosschq's Terms and Conditions for Candidates" check-box and do not use the Candidate App. References in these T&Cs to "we" "our" and "us" refer to Crosschq, and references to "you" and "your" refer to the candidate who has established a Candidate Account using the Candidate App.
Your Use of the Candidate App
To use the Candidate App (which is part of a broader Crosschq Solution), you must establish a Candidate Account by setting up a user-name and password on a web landing page that we will provide to you by e-mail and/or text message. You will then be permitted to log onto the Candidate App. Once you have logged onto the Candidate App you will have access to your Candidate Account and can use it on your personal devices free of charge. By completing this process and creating your Candidate Account, you expressly provide us with your consent to send you messages and other content via the Candidate App, email, text message or any other means. After setting up your Candidate Account, you will be responsible for reaching out to your references.
In connection with your use of the Candidate App, you acknowledge and agree that:
- Crosschq plays no role in, and shall have no liability with respect to: (i) decisions concerning the requirements of any employment or consulting position that you are applying for; (ii) the selection of Candidates for such positions; or (iii) any information your references post on your Candidate Account;
- You will provide us with truthful and accurate information when setting up your Candidate Account and will keep such information up-to-date. You may report to us at firstname.lastname@example.org that you believe a mistake is present in your data. We will take steps to investigate such report and correct confirmed mistakes as appropriate;
- You agree that you: (i) will not share your Candidate Account or login information with any third party; (ii) will notify us immediately at email@example.com if you know or suspect that your Candidate Account or login information has been compromised or used without your authorization; and (iii) are fully and solely responsible for the security of your devices and all activity on your Candidate Account (except for activity initiated by us).
- We shall have no liability in connection with any content that you post to, transmit from or otherwise make available to third parties from your Candidate Account;
- You may be notified that you are no longer being considered for a position with an organization and, if so: (i) you may still have one or more of your references complete their reviews of you that have already been started; or (ii) you can terminate all reviews of your references that have been started, but not yet completed; and
- You may inform an organization (either through active communication or non-responsiveness) that you no longer wish to be considered for a position. If you take such action: (i) you may still have one or more of your references complete their reviews of you that have been started; or (ii) terminate all reviews of your references whether or not started.
You agree that you will not do any of the following:
- Interfere with or disrupt the operation of the Candidate App or other Crosschq solutions;
- Attempt to disable or circumvent any security that we use to protect our software platform, attempt to gain unauthorized access to any portion of the software platform, or use the software platform for any unauthorized or unintended purpose;
- Use any component of the Crosschq solution in a manner that introduces any virus, corrupted data or other harmful, disruptive or destructive code or files to, or otherwise interferes with, disrupts, overloads or burdens any portion of the Crosschq solution.
- Post, transmit or otherwise make available on the Crosschq solution (or any component thereof) anything that you do not have a right to post, anything that infringes the intellectual property rights of a third party, or any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, adult-oriented, or racially, ethnically or otherwise objectionable;
- Impersonate any person or organization in connection with your use of the Candidate App or any Crosschq solution;
- Intentionally or unintentionally violate any Applicable Law relating to your use of the Candidate App or the Crosschq solution (or any component thereof);
Term and Termination
As a free service to you, your access to, and use of, the Crosschq solution will begin on the date you establish your Candidate Account and will end on the date we terminate your access to or you delete your Candidate Account (the "Term"). For clarity, your access may be terminated for any reason, at any time, and in our sole discretion with or without notice to you.
Our Obligations to You
- During the Term we will maintain your Candidate Account with an independent "cloud" storage provider (an "Account Storage Provider"). Your Candidate Account will contain the: (i) all requests you send to references; and (ii) all Candidate Data we post to your Candidate Account.
- In no event will we be liable to you for any unavailability of the Candidate App, your Candidate Account, or any component of the Crosschq solution.
Links and Third Party Property
Ownership of Candidate Data
Subject only to the licenses we provide each other in these T&C's, you acknowledge and agree that: (a) all of your Candidate Data [including, but not limited to, the Candidate Data stored in your Candidate Account, excluding any analysis we perform (our "Analysis")] is owned by you; and (b) we own our Analysis.
If you accept a request for references made by one of our customers, the resulting report, which includes responses from your references, is owned by our customer.
Your Licenses to Us
You grant us a worldwide, perpetual, non-terminable, exclusive, fully-paid-up, assignable (subject to some restrictions) and sublicensable license to store, use and share your Candidate Data (the "In-Bound Crosschq License") with organizations that request your Candidate Data as authorized by you and to transmit the contents of your Candidate Account to your devices via the Candidate App.
Our Licenses to You
During the Term only and subject to the other provisions of these T&Cs, We hereby grant to You a limited, revocable, non-exclusive, non-assignable, non-sublicenable, worldwide license to use the Candidate App and Your Candidate Account (as embedded in the Crosschq Solution) for Your business purposes only.
You understand and agree that the Candidate App and Crosschq solution and all of its components, your Candidate Account (except for the Candidate Data contained therein which is owned by you) and all other information, techniques, methodologies and materials provided by us to you in connection with performing our obligations under these T&Cs, including, but not limited to, all of our intellectual property rights and all modifications to, improvements of or derivatives thereof and all rights of ownership therein (collectively, "Our Property Rights") are our sole and exclusive property and shall remain vested in us. Any documentation that is copyrightable material and that may arise out of the provision of the Candidate App or Crosschq solution to you shall also be our sole and exclusive property.
Indemnification; Limitation of Liability
Indemnification by Us: We agree to defend, indemnify and hold You harmless from any and all claims, losses, damages, liabilities or expenses (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Losses") incurred by You arising out of a lawsuit or other legal proceeding brought by a third party (each a "Third Party Claim") alleging that the Candidate App constitutes an unauthorized use or infringement of any third Party's intellectual property rights. If the use of the Candidate App is enjoined during the Term in connection with such Third Party Claim, we may, at our sole expense and option: (a) procure for you the right to continue using the Candidate App or the infringing component during the Term; (b) replace the Candidate App or the infringing component with a non-infringing service of equivalent function and performance; or (c) modify the Candidate App or the infringing component to be non-infringing. If we elect not to employ any of the options contained in the previous sentence, the Term shall immediately terminate upon our giving written notice to you.
Indemnification by You: You shall defend, indemnify and hold harmless Us and our present and former affiliates, equity owners, representatives, insurers, successors and assigns (collectively, "Our Indemnified Persons") from and against any Losses (collectively, "Our Indemnified Claims") resulting from or arising out of your: (a) negligent or intentional misuse of the Candidate App or Crosschq solution or any of its components by You; (b) noncompliance or alleged noncompliance with applicable law; or (c) breach of any provision of these T&Cs.
Specific Limitations on Indemnification: You shall not be liable for any Losses of Our Indemnified Persons to the extent that such Losses are found in a final and binding arbitration award or a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of any of Our Indemnified Persons. We shall not be liable for any of Your Losses to the extent that such Losses are found in a final and binding arbitration award or a final non-appealable judgment by a court of competent jurisdiction to have resulted from your gross negligence or willful misconduct, noncompliance or alleged noncompliance with Applicable Law, use of the Candidate App or Crosschq solution or any component thereof, in breach of these T&Cs, and/or the combination of the Candidate App or Crosschq solution or any component thereof with operating systems, software, hardware or other equipment that is not our software (other than your devices).
Limitation of Liability
WE ARE PROVIDING THE CROSSCHQ SOLUTION TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE ARE PROVIDING NO WARRANTIES, EXPRESS OR IMPLIED, TO YOU WHATSOEVER CONCERNING THE CROSSCHQ SOLUTION OR ANY OF ITS COMPONENTS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL WE OR OUR AFFILIATES, EQUITYHOLDERS, REPRESENTATIVES, INSURERS, SUPPLIERS, DISTRIBUTORS OR LICENSORS BE LIABLE FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROPERTY OR EQUIPMENT, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, BUSINESS INTERRUPTION, DAMAGE TO REPUTATION, OR LOSS OF USE) ARISING: (i) OUT OF THE PAST, PRESENT OR FUTURE RELATIONSHIP BETWEEN YOU AND US UNDER THESE T&Cs; (ii) OUT OF ANY CLAIMS YOU HAD, HAVE, OR MAY HAVE, KNOWN OR UNKNOWN, AGAINST US WHETHER GROUNDED IN TORT OR CONTRACT; (iii) OUT OF THE CREATION, LICENSE, USE, SALE OR SUPPLYING OF THE CROSSCHQ SOLUTION TO YOU; OR (iv) OTHERWISE; EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL HAVE NO LIABILITY FOR THE BREACH OF OUR SECURITY MEASURES, THE SECURITY OF THE CROSSCHQ SOLUTION (INCLUDING THE CANDIDATE APP AND YOUR ACCOUNT) OR THE SECURITY OF ANY ACCOUNT STORAGE PROVIDER.
TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, THE MAXIMUM LIABILITY OF US AND OUR AFFILIATES, MANAGERS, DIRECTORS, OFFICERS, EQUITYHOLDERS, EMPLOYEES, REPRESENTATIVES, AGENTS, INSURERS, SUPPLIERS, DISTRIBUTORS AND LICENSORS ARISING OUT OF THESE T&Cs, WHETHER BASED UPON CONTRACT, TORT, TRADE PRACTICES OR OTHERWISE, SHALL NOT EXCEED: (i) THE ACTUAL PAYMENTS RECEIVED BY US FROM YOU DURING THE 180 CALENDAR DAYS PRECEDING THE DATE ON WHICH THE OCCURRENCE GIVING RISE TO THE CLAIM IN QUESTION OCCURRED; LESS (ii) OUR ACTUAL COSTS TO PROVIDE THE CROSSCHQ SOLUTION TO YOU UNDER THESE T&CS DURING THE SAME 180 CALENDAR DAY PERIOD.
You acknowledge and agree that: (i) the provision of the Candidate App and Crosschq solution is subject to many factors outside of our control; (ii) services such these are subject to outages and/or interruptions including, but not limited to, internet, power, utility and mobile network outages and interruptions; and (iii) we only offer the use of the Candidate App and Crosschq solution when and as available. Therefore, we shall not be liable for any of the foregoing items.
Neither party shall bring any suit, action, proceeding or alternative dispute resolution claim arising out of these T&C's for any reason whatsoever more than one (1) year after the related cause of action has accrued.
These T&Cs shall be governed by and construed in accordance with the internal laws of the State of California (without reference to the conflicts of law provisions thereof that would require the application of the law of any other jurisdiction).
Arbitration; Representative Action Waiver
You agree that to the fullest extent permitted by applicable law, You will resolve any and all disputes you have with us that arise out of, or in any way relate to, these T&Cs and/or the relationship between us through bi-lateral, binding arbitration as the sole and exclusive remedy. The disputes include, but are not limited to, disputes relating to: (i) indemnification, background screening and/or criminal history or credit reporting conducted by us, breach of contract or tort claims of any kind, and claims for violation of applicable law (including, without limitation, the federal Fair Credit Reporting Act and any state laws addressing negligence, defamation, invasion of privacy, or consumer or criminal history reporting); and (ii) claims against any of our representatives or affiliates, insurers, successors or assigns that arise out of, or relate to, the relationship between us. You waive your constitutional right to have any such dispute decided in a court of law and before a jury, and instead, agree to binding arbitration pursuant to the procedures referenced herein. The parties acknowledge that your agreement to arbitrate constitutes good and valuable consideration for our covenants in these T&Cs.
Arbitration shall be conducted pursuant to the American Arbitration Association's Consumer Arbitration Rules before a single arbitrator licensed to practice law in the state in which we have our principal place of business and who is familiar with credit reporting law (if such expertise is applicable to the dispute). The parties shall each pay 50% of all costs uniquely attributable to arbitration, including the costs of the arbitrator. Each party shall pay its own costs and attorneys' fees, if any, unless the arbitrator rules otherwise based on a statute that affords the prevailing party attorneys' fees and costs, in which case the arbitrator shall apply the same standards a court would apply to such an award. No party shall be required to pay any fee or cost that such party would not be required to pay in a state or federal court action. The parties agree that the decision of the arbitrator shall be final and binding and not subject to appeal, reconsideration or further review, except as specifically provided by 9 U.S.C. §§ 10 or 11. The arbitrator shall issue a written award stating the essential findings and conclusions on which such award is based. The Parties agree to abide by and perform any valid award rendered by the arbitrator, and judgment on the award may be entered in any court having jurisdiction thereof.
To the maximum extent permitted by law, you agree not to bring, and hereby waive, any right to bring a claim on behalf of anyone other than yourself, or to otherwise participate with others in, any class, collective, or representative action.
No waiver of any obligation under these T&Cs shall be valid unless in writing and signed by you and a duly authorized Representative of us. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver.
Successors and Assigns
These T&Cs shall be binding upon and inure solely to the benefit of the parties and our respective permitted successors and assigns. We may freely assign or transfer these T&Cs or any of our rights or obligations under these T&Cs to any third party without your prior written consent.
All notices under these T&C's shall be given in writing and addressed to: (i) in the case of notice to Us, to Crosschq, Inc., firstname.lastname@example.org; and (ii) in the case of notice to you, to the contact information set forth in your Candidate Account. Notice shall be deemed received upon delivery by an overnight courier, upon hand delivery, or upon confirmation of email receipt.
Each provision of these T&C's is severable, and the invalidity or unenforceability of any provision of these T&C's shall not affect the validity or enforceability of any other provision, which shall remain in full force and effect.