Vouch LLC Platform Terms Of Use

Last Revised: August 25, 2020

This platform ("Platform") is published, owned, and operated by Vouch LLC ("Vouch," "Company," "we," "us," and "our"). These Terms of Use (the "Terms") govern your access to and use of the Platform.

By accessing, browsing, submitting information to and/or using the Platform, you agree and acknowledge on your own behalf (referred to throughout the Terms as "you") that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to the Terms, please do not use the Platform.

What is the purpose of the Platform?

Vouch provides the Platform and any related data, accounts, profiles, and all content provided therein for the purposes of providing professional networking services and an online platform that serves as a marketplace to connect employers, recommenders, and employment candidates (collectively with the Platform, the "Services"), to prospective employers, qualified candidates, and third-party raters. As part of the Services, Vouch enables prospective employers to view the recommendations and profiles of registered users. The Platform allows candidates to communicate directly with prospective employers, and likewise allows third parties to indicate whether they generally endorse a given candidate. These endorsements are nothing more than an internal referral for an employer’s own recruiting purposes. Prospective employers use these referrals to identify potential candidates for the recruitment to employment. In providing the Services, Vouch:
- Does not hire individuals for employment;
- Does not evaluate or make assessments of a candidate’s eligibility for any position of employment; and
- Does not extend offers of employment to any candidate.

Prospective employers are solely responsible for all such employment activities. In some instances, registered users of the Platform may be eligible for a fee share if applicable. All terms governing fee shares are governed by the Vouch LLC User Authorization and Fee Sharing Agreement.

We do not warrant the accuracy, completeness, or usefulness of this information at any particular time. Any reliance you place on such information is strictly at your own risk. Vouch disclaims all liability and responsibility arising from any reliance placed on such content by you or any other visitor to our Platform, or by anyone who may be informed of any of its contents. Any information you provide or that is collected by Vouch through the Platform shall be handled in accordance with the Platform’s Privacy Policy, which is hereby incorporated by reference.

How can I use the Platform?

Vouch grants you a non-exclusive right to access and use the Platform and the data, material, content or information herein (collectively, the "Content") solely for your personal use. Your right to access and use the Platform shall be limited to non-commercial purposes unless you are otherwise expressly authorized by Vouch to use the Platform for commercial purposes. You agree to use the Platform only for lawful purposes, comply with all rules governing any transactions on and through the Platform and comply with applicable laws.

In creating a Platform user account and profile, you acknowledge, accept, and agree that:
- You will provide honest ratings of your personal and professional contacts.
- Vouch uses its proprietary technology and capabilities to provide the Services.
- Vouch is not an employer or prospective employer, and does not solicit the employment of any candidate through the provision of the Platform or Services.
- Vouch’s provision of such Services shall not be construed to be an offer or guarantee of employment with Vouch or any prospective employer.
- Vouch is not a subsidiary, affiliate, or employee of any prospective employer using the Platform or Services.
- Vouch is not a "consumer reporting agency" as that term is defined under the Fair Credit Reporting Act (15 U.S.C. § 1681) ("FCRA").
- No part of the Services involves the use of consumer reports or background checks requested, assembled, or reviewed by Vouch or a prospective employer.
- Vouch does not evaluate candidates’ eligibility for any position of employment promoted through the Platform.
- Vouch makes no warranties or representations that any candidate will be selected for recruitment to a prospective employer’s position of employment.
- Prospective employers are solely responsible for independently determining which candidates will become applicants, determining any applicant’s eligibility for any offer of employment, and compliance with applicable law in doing so.
- Vouch shall not be responsible for policing interactions between users, including any recommender’s opinions or decisions to endorse or not endorse a particular job candidate. Any false, negative, or offensive opinions made by a user belong solely to the user and do not represent an endorsement or affirmation by Vouch. Vouch shall not be liable for any defamatory statements made by its users.

Do I have any responsibilities as an authorized user?

If you are given or create a password to access the Platform, you are responsible for maintaining the confidentiality of your account and your password. You are responsible for all activities that occur under your account and you agree to notify Vouch immediately of any unauthorized use of your account. Vouch is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password. Further terms and conditions governing your role as an authorized user are described in the Vouch LLC User Authorization and Fee Sharing Agreement.

Is there anything I am prohibited from doing on the Platform?

Yes. You agree that you will not:
- Use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of them;
- Attempt to gain unauthorized access to any Platform account, computer systems or networks associated with Vouch or the Platform;
- Obtain or attempt to obtain any materials or information through the Platform by any means not intentionally made available or provided by Vouch;
- Use any robot, spider, or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
- Introduce any viruses, Trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful;
- Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; or
- Impersonate or attempt to impersonate Vouch, a Vouch employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

Not necessarily. The Platform may contain links to websites controlled or operated by persons and companies other than Vouch ("Linked Sites"). Linked Sites are not under the control of Vouch, and Vouch is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. Vouch is not responsible if the Linked Site is not working correctly or for any viruses, malware, or other harms resulting from your use of a Linked Site. Vouch is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Vouch of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any dealings with third parties who support Vouch or are identified in the Platform, including any delivery of and payment for goods and services.

What should I know about intellectual property?

The Platform and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. Accordingly, you are not permitted to use the Platform or Content in any manner, except as expressly permitted by Vouch in these Terms. The Platform or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives without the express written consent of Vouch or applicable owner.

Your Content. Any Content you create or own or to which you have a license and use on the Platform is Your Content. In sharing Your Content on the Platform, you warrant and represent you have the legal right to use Your Content and grant Vouch an irrevocable, royalty-free, fully paid up, worldwide, non-exclusive license to use Your Content in providing any Platform services as described in these Terms and in any posted policies on the Platform. The Platform services may also provide you with features like photo thumbnails, previews, easy sorting, editing, sharing, creating templates, and searching. These and other features may require our Vouch systems to access, store, and scan Your Content. You may also be able to share Your Content with others, so please think carefully about what you share.
You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of all Content, copyrighted materials and trademarks that you see, hear, and use on the Platform. You understand that any unauthorized use of such intellectual property would result in irreparable injury for which money damages would be inadequate. You further acknowledge that, in the event of any such unauthorized use, Vouch or the applicable intellectual property owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use.

Questions regarding the use of any intellectual property provided on the Platform should be directed to [info@canvouch.com].

Is Vouch a consumer reporting agency?

No. Vouch is a seller of software services. Vouch is not a "consumer reporting agency" or "reseller" as those terms are defined under the Fair Credit Reporting Act ("FCRA"). Vouch does not process, assemble, or merge any Personal Information, as defined in the Privacy Policy, to create or modify any consumer report for use by its clients. Furthermore, Vouch plays no role in any client’s eligibility determination about any recruitment candidate.

Can I use the Platform outside the United States?

Vouch is based in the state of Ohio in the United States. Vouch provides this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its contents are accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries.

Any disclaimers I should be aware of?

ALL INFORMATION OR SERVICES PROVIDED BY VOUCH TO YOU VIA THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED "AS IS" AND "WHERE IS" AND WITHOUT ANY WARRANTIES OF ANY KIND. VOUCH AND ITS THIRD-PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, VOUCH AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PLATFORM OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORM. YOU SPECIFICALLY ACKNOWLEDGE THAT VOUCH AND ITS THIRD-PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PLATFORM AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER VOUCH NOR ANY OF ITS THIRD-PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE PLATFORM WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. VOUCH FURTHER MAKES NO WARRANTY THAT THE PLATFORM WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THAT VOUCH, ITS AFFILIATES AND THEIR THIRD-PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PLATFORM OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST VOUCH FOR DISSATISFACTION WITH THE PLATFORM OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORM AND/OR THE CONTENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS, WHICH VARY BY JURISDICTION. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE EXCLUDED IN THEIR ENTIRETY, YOU AGREE THAT THEY WILL BE LIMITED TO THE GREATEST EXTENT AND SHORTEST DURATION PERMITTED BY LAW.

What about limitations of liability?

UNDER NO CIRCUMSTANCES SHALL VOUCH OR ANY OF ITS THIRD-PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORM, OR THE DATA, CONTENT OR INFORMATION ACCESSED VIA THE PLATFORM OR ANY HYPERLINKED PLATFORM, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PLATFORM, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF VOUCH OR ITS THIRD-PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE PLATFORM SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." You agree to defend, indemnify and hold harmless Vouch and its affiliates, licensors and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, any use of the Platform Content, services, or products other than as expressly authorized in these Terms or your use of any information obtained from the Platform.

Will I always have access to the Platform?

Not necessarily. In its sole discretion, Vouch may terminate or suspend your access to the Platform for breach of these Terms. Vouch shall not be liable for any losses or damages arising from any such termination of service.

Do I have a time limit to file any claims with respect to the Platform?

Any cause of action or claim you may have arising out of or relating to these Terms or the Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

What law governs these Terms?

These Terms are governed by the laws of the State of Ohio, U.S.A. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in Cincinnati, Ohio, U.S.A. in all disputes arising out of or relating to the use of the Platform.

At its sole discretion, Vouch may require you to submit any disputes arising from use of the Platform, or breach of these Terms, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio law. By using the Platform, you hereby consent to submission of any dispute to be final and binding arbitration.

Will these Terms ever change?

Possibly. Vouch may update or change these Terms from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by Vouch. The effective date of any Terms will be reflected in the "Last Revised" entry at the top of these Terms. Your continued use of the Platform after any such change is communicated shall constitute your consent to such change(s).

Anything else I should know?

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Vouch as a result of these Terms or use of the Platform. You may not assign these Terms without the prior written consent of Vouch in all instances. Vouch may assign these Terms, in whole or in part, at any time. Vouch’s performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of Vouch’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by Vouch with respect to such use.

If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms shall continue in effect.

These Terms, including the Privacy Policy and all other documents expressly incorporated herein by reference, including the Vouch LLC User Authorization and Fee Sharing Agreement, constitute the entire agreement between you and Vouch with respect to the Platform, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Vouch. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Vouch Contact Information.

Questions can be directed to Vouch at:

info@canvouch.com

OR

PO Box 19098
Cincinnati, Ohio 45219