Terms and Conditions
- Introduction. Please read this page carefully. It contains the terms and conditions (the “Terms and Conditions”) governing your access to and use of the ProAct Resources Web Sites and the Services (as each are defined below) provided by ProAct Resources, LLC or 24x7 Careers or one of its divisions (collectively, “ProAct Resources”). If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the ProAct Resources Web Sites or Services. These Terms and Conditions are effective as of January 16, 2023.
- Binding Agreement. These Terms and Conditions (as they may be amended from time to time by ProAct Resources), together with your Service Activation Agreement (if applicable), form a binding agreement (the "Agreement") between you and ProAct Resources. Your access to or use of the ProAct Resources Web Sites or Services indicates your acceptance of these Terms and Conditions. You are agreeing to use the Sites at your own risk.
- Certain Definitions. The following definitions apply to this Agreement:
3.1 “ProAct Resources Materials” includes any materials, methodologies, implementation plans or other intellectual property used during the provision of Services.
3.2 “ProAct Resources Web Site” or the “Site” (collectively, the “ProAct Resources Websites” or the “Sites”) means any web site under ProAct Resources’s control, whether partial or otherwise and includes such Site’s Content, Text, Graphics, Design, Programming, ProAct Resources Materials and Services (as applicable in each context).
3.3 “Content” includes all Text, Graphics, Design and Programming used on the Sites.
3.5 “Document” refers to any posting to a Site, whether job or resume.
3.6 “Employer” means a person or entity that is accessing a Site to post a job or utilizing the Services for any reason related to the purpose of seeking candidates for employment.
3.7 “Employer Materials” includes any brochures, emails, sample job postings, web site content, career fair material, audio, videos, photographs, logos, trademarks, service marks, domain names, documents or other materials provided by Employer, if any, for use in connection with the Services.
3.8 “Graphics” includes all logos, buttons, and other graphical elements on the Sites, with the exception of paid advertising banners.
3.9 “Job Seeker” means a User who is accessing a Site to search for a job or in any other capacity except as an Employer.
3.10 “Services” means any services provided by ProAct Resources or its agents described herein and specified more fully in the Service Activation Agreement.
3.11 “Text” includes all text on every page of the Sites, whether editorial, navigational, or instructional.
3.12 “User” refers to any individual or entity that uses any aspect of the Sites.
3.13 “You” or “you” means the person who (or the entity on behalf of whom you are acting) that is agreeing to these Terms and Conditions.
- Intellectual Property Rights and Acceptable Use of the Sites and Services.
4.1 General Use Rules. The Sites are intended for individuals seeking employment and for employers or recruiters seeking candidates for employment. You may use the Sites only for lawful purposes within the stated context of ProAct Resources's intended and acceptable use of the Sites. ProAct Resources is the sole interpreter of the Sites’ intended and acceptable use.
4.2 ProAct Resources Intellectual Property Rights. The Sites, the ProAct Resources Materials and all right, title and interest in and to the Sites and ProAct Resources Materials are the sole property of ProAct Resources or its licensors, and are protected by United States and foreign copyright, trademark and other laws. Except for the limited licenses expressly granted to you in these Terms and Conditions, ProAct Resources reserves for itself and its licensors all other rights, title and interest. Without limitation on the foregoing, you may not reproduce, modify, display, sell, or distribute the Content or ProAct Resources Materials, or use them in any other way for public or commercial purpose. Notwithstanding anything to the contrary contained herein, this prohibition includes: (a) copying or adapting the HTML code used to generate web pages on the Sites; (b) using or attempting to use engines, manual or automated software, tools, devices, agents, scripts robots or other means, devices, mechanisms or processes (including, but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate, search, access, “scrape,” “crawl,” or “spider” any web pages or any Services provided on the Sites other than the search engine and search agents available from ProAct Resources on such ProAct Resources Sites and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); and (c) aggregating, copying or duplicating in any manner any of the Content or information available from any of the ProAct Resources Sites, without the express written consent of ProAct Resources. The use of the Content on any other web site or in a networked computer environment for any purpose is strictly prohibited. The ProAct Resources Materials are not considered to be works for hire and you may duplicate such ProAct Resources Materials only for the purposes outlined in the Service Activation Agreement. "ProAct Resources," “Personified”, the ProAct Resources design logo and certain other names or logos are service marks or trademarks of ProAct Resources, and all related product and service names, design marks and slogans are the service marks or trademarks of ProAct Resources. In addition, the "look" and "feel" of the Sites (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by ProAct Resources's trademarks, service marks and copyrights. Any code that ProAct Resources creates to generate or display the Content or the pages making up the Sites is also protected by ProAct Resources’s copyright. You must retain all copyright, trademark, service mark and other proprietary notices contained on the Content or ProAct Resources Materials on any authorized copy you make of the Content or ProAct Resources Materials. All other product and service marks contained on the Sites are the trademarks of their respective owners.
4.3 License to Use by Users who are Job Seekers. ProAct Resources hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your personal use seeking employment opportunities for yourself. This authorizes you to view and download a single copy of the material on the Sites solely for your personal, noncommercial use. You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. Your use of the Sites is a privilege. ProAct Resources reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.
4.4 License to Use by Users who are Employers. ProAct Resources hereby grants you a limited, terminable, non-exclusive right to access and use the Sites only for your internal business use seeking candidates for employment. This authorizes you to view and download a single copy of the material on the Sites solely for your personal use directly related to searching for and recruiting job prospects. ProAct Resources also grants you a limited, terminable, non-exclusive license to use the ProAct Resources Materials and Services for your internal use only. You may not sell, transfer or assign any of the Services or your rights to any of the Services provided by ProAct Resources to any third party without the express written authorization of ProAct Resources. You agree that you are solely responsible for the content of any Document you post to a Site and any consequences arising from such posting. ProAct Resources reserves the right to suspend or terminate your access and use at any time if ProAct Resources determines that you are in breach of these Terms and Conditions.
4.5 Employer Materials. Employer represents, warrants and covenants that any Employer Materials provided by Employer for use in connection with the Services will not violate any laws or regulations or third-party proprietary rights, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. Employer hereby grants ProAct Resources a non-exclusive, worldwide, royalty-free license to use the Employer Materials and to hyperlink to Employer’s website in connection with the Services.
4.6 Other Specific Rules Regarding Site Usage. You represent, warrant and agree that you (a) are at least 13 years of age or older, and if under the age of 18 or the age of majority as that is defined in your jurisdiction, you will only use the Sites and Services under the supervision of a parent, legal guardian, or other responsible adult; and (b) will not use (or plan, encourage or help others to use) the Sites for any purpose or in any manner that is prohibited by these Terms and Conditions or by applicable law. It is your responsibility to ensure that your use of the Sites complies with these Terms and Conditions and all applicable laws.
4.7 User Submissions. ProAct Resources welcomes your comments regarding the Services and the Sites and appreciates hearing from you. Please note, however, that ProAct Resources does not accept or consider creative ideas, suggestions, inventions or materials other than those which it has specifically requested. If you submit feedback on the Services, please be specific in your comments and do not submit creative ideas, inventions, suggestions, or materials. If, despite this notice, you send ProAct Resources creative suggestions, ideas, drawings, concepts, inventions, or other information (a "User Submission"), you understand and agree that the User Submission shall become the property of ProAct Resources. User Submission and any elements contained in User Submissions, shall not be subject to any obligation of confidentiality on ProAct Resources’s part, and ProAct Resources will not be liable for any use or disclosure of any User Submission. ProAct Resources shall exclusively own all now known or later discovered rights to the User Submission and shall be entitled to unrestricted use of the User Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
- Third Party Providers. You acknowledge and agree that ProAct Resources may provide the Services using third party providers, including subcontractors and consultants (the “Third Party Providers”). You agree that, as between ProAct Resources and its Third Party Providers, ProAct Resources will have sole responsibility for handling all billing and contract negotiations.
- Disclaimers and Limitations on ProAct Resources's Liability.
6.1 Allocation of Responsibility ProAct Resources assumes no responsibility for Documents posted by Users and no responsibility for the activities, omissions or other conduct of Users. ProAct Resources acts as a portal for the online distribution and publication of User submitted information and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Documents posted by Users. If notified by a User of a Document which allegedly does not conform to these Terms and Conditions, ProAct Resources may investigate the allegation and determine in good faith and in its sole discretion whether to remove or request the removal of such Document. ProAct Resources has no liability or responsibility to Users for performance or nonperformance of such activities. ProAct Resources may take any action with respect to User submitted information that it deems necessary or appropriate, in its sole discretion.
6.2 No endorsements by ProAct Resources. Nothing on the Sites shall be considered an endorsement, representation or warranty with respect to any User or third party, whether in regards to its web site, products, services, hiring, experience, employment or recruiting practices, or otherwise.
6.3 WARRANTY DISCLAIMERS.
(a) THE SITES ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. PROACT RESOURCES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. PROACT RESOURCES MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITES.
(b) WITHOUT LIMITATION ON THE FOREGOING:
(i) PROACT RESOURCES DOES NOT WARRANT THAT THE SITES WILL OPERATE ERROR-FREE OR THAT THE SITES AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITES RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, PROACT RESOURCES IS NOT RESPONSIBLE FOR THOSE COSTS.
(ii) PROACT RESOURCES MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE TRUTHFULNESS, ACCURACY, LEGALITY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY DOCUMENTS POSTED BY USERS, OR OF ANY OTHER FORM OF COMMUNICATION ENGAGED IN BY USERS. DOCUMENTS MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU AGREE THAT ANY RELIANCE ON DOCUMENTS POSTED BY USERS, OR ON ANY OTHER FORM OF COMMUNICATION WITH USERS, WILL BE AT YOUR OWN RISK.
(iii) PROACT RESOURCES MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE CONTENT OF THE SITES, INCLUDING, BUT NOT LIMITED TO, BROKEN LINKS, INACCURACIES OR TYPOGRAPHICAL ERRORS.
(iv) PROACT RESOURCES MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICES OR TIMELINESS OF THE SERVICES IN MEETING YOUR EMPLOYMENT OBJECTIVES. PROACT RESOURCES DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN CANDIDATES BEING HIRED, POSITIONS BEING FILLED OR EMPLOYEES BEING RETAINED, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY BUSINESS, EMPLOYMENT, HIRING AND/OR SALARY DECISIONS, FOR WHATEVER REASON MADE, MADE BY YOU.
6.4 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.
(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITES, THE INTERNET GENERALLY, AND THE DOCUMENTS YOU POST OR ACCESS AND FOR YOUR CONDUCT ON AND OFF THE SITES.
(b) IN NO EVENT SHALL PROACT RESOURCES (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH SERVICES OR THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITES AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PROACT RESOURCES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT APPLY TO ANY PAYMENT AND INDEMNIFICATION OBLIGATIONS DESCRIBED HEREIN.
(c) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN PROACT RESOURCES'S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.
(d) IN NO EVENT SHALL PROACT RESOURCES (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF US$200.00 (OR, IF YOU ARE AN EMPLOYER WITH A SERVICES AGREEMENT WITH PROACT RESOURCES, THE AMOUNTS ACTUALLY PAID BY YOU TO PROACT RESOURCES UNDER THIS AGREEMENT IF GREATER THAN US$200.00).
(e) DUE TO THE NATURE OF THIS AGREEMENT, IN ADDITION TO MONEY DAMAGES, YOU AGREE THAT PROACT RESOURCES WILL BE ENTITLED TO EQUITABLE RELIEF UPON A BREACH OF THIS AGREEMENT BY YOU.
6.5 User Authentication. Because User authentication on the Internet is difficult, ProAct Resources cannot and does not confirm that each User is who they claim to be. Because ProAct Resources does not and cannot be involved in User-to-User dealings or control the behavior of participants on the Sites, in the event that you have a dispute with one or more Users, you release ProAct Resources 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.
6.6 California Residents. If you are a California resident, you waive 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."
- Payment of Services upon Termination of Service Activation Agreement. If at any time during the course of this Agreement you should terminate a Service Activation Agreement or any other services Agreement in which these Terms and Conditions have been incorporated by reference, then ProAct Resources shall reserve the right to receive all payments from you for the Services used by you up to termination and for fifty percent (50%) of the remaining unused portion of the Service Agreement.
- Links to Other Sites. ProAct Resources contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by ProAct Resources of the contents on such third-party web sites. ProAct Resources is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third-party web sites. If you decide to access linked third-party web sites, you do so at your own risk.
- Amendments to this Agreement and Changes to Sites. ProAct Resources may revise these Terms and Conditions at any time by updating this page. Changes will be binding on you on the date they are posted on the Sites (or as otherwise stated in the any notice of such changes). Any use of a Site will be considered acceptance by you of the then-current Terms and Conditions (including any exhibits thereto) contained on such Site. If at any time you find the Terms and Conditions unacceptable, you may not use the applicable Site any longer. Any new or different terms supplied by you are specifically rejected by ProAct Resources unless ProAct Resources agrees to them in a signed writing specifically including those new or different terms. ProAct Resources may change the Sites at any time.
- Indemnity. You agree to defend, indemnify, and hold harmless ProAct Resources (and its subsidiaries, affiliates, officers, directors, employees and agents) from and against any third party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) alleging or resulting from or in connection with your use of the Sites, any Document posted by you, your use of the Services or your breach of this Agreement. ProAct Resources shall use reasonable efforts to provide you prompt notice of any such claim, suit, or proceeding and may assist you, at your expense, in defending any such claim, suit or proceeding.
11.1 When you register on any of the ProAct Resources Sites or in connection with the Services, you will be asked to create an account and provide ProAct Resources with certain information, including but not limited to, a valid email address (“User Information”). You acknowledge and agree that you have no ownership rights in your account.
- Questions and Notices. Questions concerning the use of the Sites should be directed to Feedback. Notices to ProAct Resources should be sent to the address listed on the Sites. We will send notice to you at the address submitted by you or to such other address as ProAct Resources reasonably determines is an appropriate address for you.
- General. ProAct Resources contact information is listed on the Sites. ProAct Resources makes no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries, and such persons have no right to access or use the Sites. If you access ProAct Resources from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. This Agreement and your Service Activation Agreement, if you have one, are governed by the internal substantive laws of the State of Illinois, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this Agreement or your Service Activation Agreement shall lie exclusively with the state or federal courts in the State of Illinois. The sole relationship between you and ProAct Resources is that of independent contractors. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. All provisions of this Agreement shall survive termination except those granting access or use to the Sites, and you shall cease all your use and access thereof immediately. You may not assign or transfer your obligations under this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided by ProAct Resources in a particular "Legal Notice," or material on particular web pages of the Sites, this Agreement and your Service Activation Agreement where applicable, constitute the entire agreement between you and ProAct Resources.
- Rules regarding Posting, Conduct and Security.
The following rules apply to your use of the Sites and/or the Services. The list of rules is for illustration only and is not a complete list of all posting, conduct and security rules.
14.1 Posting Rules:
(a) You may not post any Document to a Site that contains: (i) URLs or links to web sites (to advertise your company or web site, see our Advertising Info page.); (ii) copyrighted material (unless you own the copyright or have the owner's permission to post the copyrighted material); (iii) trade secrets (unless you own them or have the owner's permission to post them); (iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (v) keywords or white text keywords (including any words embedded in the Document and hidden from the User); (vi) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (vii) anything that is embarrassing or offensive to another person or entity.
(b) You may not use a Document(s) to: (i) impersonate another person, living or dead; (ii) post false, inaccurate or misleading information, opinions or notices (commercial or otherwise) or chain letters; (iii) post advertisements, or solicitations of business (including, but not limited to, email processors, any pyramid scheme or “club membership”); provided, however that ProAct Resources may allow posting of certain business opportunities which require an upfront or periodic payment or pay commission only in which case ProAct Resources reserves the right, in its sole discretion, to place such posting in a designated location on its Sites or to remove the posting altogether if it deems such description deceptive or unsatisfactory to protect its Users.
(c) Your Document(s) must contain sufficient detail to convey clearly to the User the nature and requirements of the job opportunity, or, in the case of Users seeking employment, your qualifications as a candidate for employment. Documents that encourage the User to "email for more details" are not permitted. Documents from any third party charging a fee or restricting complete access to all resume information are prohibited.
(d) Job postings must be individual openings for traditional, W-2 or 1099 employees.
(e) Resume postings must contain the accurate resume of a living individual seeking employment on a full-time, part-time, or contractual basis on his or her own behalf.
(f) ProAct Resources is under no obligation to monitor the Documents posted on the Sites, but it may monitor Documents at random. Documents found to violate the above Posting Rules may be removed at ProAct Resources's sole discretion.
14.2 Conduct Rules:
(a) You may not respond to postings by other Users in any manner or for any purpose other than that which is expected (i.e., to apply for the job or to initiate further discussion with the candidate). Communications soliciting the Employer's business are prohibited.
(b) You may not send unsolicited commercial email to Users.
(c) Protect your password. You are responsible for maintaining the confidentiality of your information and password. You are responsible for all uses of your registration, whether or not authorized by you. If others use your password to post inappropriate material on the Sites, you risk losing your access to the Sites. You agree to notify ProAct Resources immediately of any unauthorized use of your registration and password.
(d) Report inappropriate postings or conduct to Feedback.
(e) You may not delete or revise any material posted by any other person or entity.
(f) If at any time ProAct Resources comes to the understanding that you: (i) misled ProAct Resources regarding your business practices and/or services, or (ii) purchased services that do not represent your precise business, ProAct Resources reserves the right to terminate your Agreement.
14.3 Security Rules:
(a) Users are prohibited from violating or attempting to violate the security of the Sites, including, without limitation: (i) accessing data not intended for such User or logging into a server or account which the User is not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Sites, overloading, "flooding", "mailbombing" or "crashing"; (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; (v) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
(b) Violation of these Security Rules may result in civil or criminal liability. ProAct Resources will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
- Copyright Complaints.
15.1 ProAct Resources respects the intellectual property of others. It is ProAct Resources's policy to respond to claims of copyright and other intellectual property infringement. ProAct Resources will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying with the DMCA, ProAct Resources may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. ProAct Resources will terminate access for Users who are repeat infringers.
15.2 Notifying ProAct Resources of Copyright Infringement: To provide ProAct Resources notice of an infringement, you must provide a written communication to the attention of "Trust and Site Security" care of TSST@ProAct Resources.com that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please also note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.
15.3 Providing ProAct Resources with Counter-Notification: If we remove or disable access to content in response to an infringement notice, we will make reasonable attempts to contact the owner or administrator of the affected site or content. If you feel that your material does not constitute infringement, you may provide ProAct Resources with a counter notification by written communication to the attention of "Trust and Site Security" at TSST@ProAct Resources.com that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.
Please note that Sections 16, 17, 18 and 19 below contain terms and conditions relating to specific Services (Resume Database, ProAct Resources Recruitment) and you should review those Sections closely if you are purchasing any of those specific Services.
- Additional Terms in Connection with Use of Resume Database. If, in your Service Activation Agreement with ProAct Resources, you are purchasing Resume Database access, the following additional terms apply to you:
16.1 ProAct Resources grants you a limited, personal, terminable, non-transferable, non-exclusive right to access the ProAct Resources Resume Database via the Sites for the purpose of viewing and/or downloading a single copy of available paper and/or video resumes (collectively “Resumes”) solely for your use.
16.2 The Resume Database is to be accessed and used solely by you. Upon your successful registration for Resume Database subscription, you will be provided with a unique password that will permit you to access the Resume Database. You may not provide your password or otherwise permit access to the Resume Database to any third party. You may download, one at a time, up to 500 Resumes per month or per additional terms added to said written, signed and executed contract (per Resume Database user seat) depending on the Resume Database product purchased by you in accordance with the terms of your Agreement. Please note that the term “download” shall include: (i) viewing or clicking on a Resume page; (ii) saving a Resume to a folder; (iii) printing a Resume; (iv) copying a Resume; (v) emailing or forwarding a Resume; and/or (vi) any other action for the purpose of utilizing said resume for either personal or professional us outside of the ProAct Resources platform. You agree to protect and keep your password confidential, to change your password on a regular basis, and to maintain appropriate and regularly updated malware scanning and cleaning tools on your network and individual computer(s).
16.3 You may not use the Resume Database in any way which, in ProAct Resources’s sole judgment, adversely affects ProAct Resources’s business, business prospects, the performance or function of any Site or the Resume Database, or interferes with the ability, of other subscribers to access the Resume Database or that which adversely affects any of ProAct Resources partners. Further, your use of the Resume Database may not interfere or violate, in any manner, the privacy election of ProAct Resources Job Seekers.
16.4 You may use your subscription to the Resume Database only for seeking candidates for employment, You are specifically prohibited from using information contained in the Resume Database to sell or promote any products or services or to take any other action that is, in ProAct Resources’s sole judgment, inconsistent with these Terms and Conditions, misleading or incomplete, or in violation of any Federal, State, Local law, statute, code, rule, or regulation
16.5 ProAct Resources may terminate, suspend, update, alter or supplement, at its sole discretion, all or any part of the Resume Database at any time. By permitting access to the ProAct Resources Resume Database, ProAct Resources does not convey any interest in or to the Resume Database or any other ProAct Resources property or Services. All right, title and interest in and to the Resume Database is and shall remain in ProAct Resources.
- Additional Terms in Connection with Use of Personified Services. If, in your Service Activation Agreement with ProAct Resources, you are purchasing Personified Services, the following responsibilities apply to you:
17.1 You shall cooperate with ProAct Resources in the performance by ProAct Resources of the Services, including, without limitation, (a) providing ProAct Resources with timely access to data, information, and personnel; (b) providing experienced, qualified and full-time personnel having appropriate skills to perform their assigned tasks and duties in a competent and timely fashion; (c) promptly rendering all decisions and approvals so as not to delay or impede the performance of Services by ProAct Resources; (d) providing a stable, fully functional system infrastructure environment which will support the Services and allow ProAct Resources and you to work productively; (e) promptly notifying ProAct Resources of any issues, concerns or disputes with respect to the Services; and (f) any other item referenced in the Service Agreement being a matter of your responsibility.
17.2 You shall be responsible for the performance of your (and your subsidiaries’ and affiliates’) personnel and agents and for the accuracy and completeness of all data and information provided to ProAct Resources for purposes of the performance of the Services.
17.3 You acknowledge and agree that ProAct Resources’s performance may be dependent on the timely and effective satisfaction of your responsibilities under this Agreement and timely decisions and approvals by you in connection with the Services.
17.4 You shall be solely responsible for, among other things: (a) making all management decisions and performing all management functions; (b) designating a competent management member to oversee the Services; (c) evaluating the adequacy and results of the Services; and (d) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities.