GetListed Terms of Use

Introduction; Your Agreement to these Terms of Use.

Welcome to the Beta version GetListed, Inc. ("GetListed") web sites (located at www.GetListed.com) and other web sites, services and networks owned or controlled by GetListed that allow for the posting and obtaining of jobs (the "GetListed Service"). The following Terms of Use for the GetListed Service is a legal contract between You, either an individual subscriber, customer, member, or user of at least 18 years of age or a single entity ("You", "Your", or, collectively, "Users"), and GetListed regarding Your use of the GetListed Service.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF USE. BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING, OR USING THE GETLISTED SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL POLICIES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE GETLISTED SERVICE
Eligibility.

The GetListed Service is not available to persons under the age of 18 or to any users previously suspended or removed from the GetListed Service by GetListed.

BY CLICKING THE "I AGREE" BUTTON OR BY OTHERWISE USING THE GETLISTED SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE GETLISTED SERVICE.

IF YOU ARE USING OR OPENING AN ACCOUNT WITH GETLISTED ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION") THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE TERMS, AND (IV) AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
Incorporation by Reference.

Your privacy is important to GetListed. GetListed's Privacy Policy is hereby incorporated into these Terms by reference. Please read this policy carefully for information relating to GetListed's collection, use, and disclosure of Your personal information.

"Employers" means Users who register for an Employer Account. Employers who use the GetListed Service are also bound by the Employer Service Agreement. If You are an Employer, the GetListed Employer Service Agreement is hereby incorporated into these Terms by reference.

"Recruiters" means Users who register for a Recruiter Account. Recruiters who use the GetListed Service are also bound by the GetListed Recruiter Service AgreementTerms. If You are a Recruiter, the GetListed Recruiter Service Agreement is hereby incorporated into these Terms by reference.

"Members" means Users who register for a Member Account.

In the case of any inconsistency between these Terms and any other document that has been incorporated by reference herein, these Terms shall control.
Individual Features and Services.

When using the GetListed Service, You will be subject to any additional posted policies, guidelines or rules applicable to specific services and features which may be posted from time to time (the "Policies"). All such Policies are hereby incorporated by reference into these Terms.

Member Referral Program.

GetListed Members can refer people they know to the GetListed service via their GetListed account. This program, the "Member Referral Program" means the following program described in this Section 5:

Tagging.
In order to identify members that have been referred to the GetListed Service, GetListed uses the following process (hereafter referred to as "Tagging") by which an individual completing both of the following steps is associated with the referring Member on the GetListed Service ("Referring Member"):
1. the individual clicks on the dedicated electronic link (included in an electronic mailing sent from the "Refer Colleagues" area of the Member account) as provided by GetListed, which thereby directs said individual to the GetListed Service, and
2. the individual completes the profile creation process (for clarity, incomplete profiles are insufficient). The individual will not be "Tagged" to You if the individual either: (1) has created a GetListed profile prior to being electronically referred to the GetListed Service by You, or (2) does not create a profile after visiting the GetListed Service as described in 5(a)(i), above.
Member Referred Member.
A "Member Referred Member" means an individual who: (i) has posted their profile on the GetListed Service after being electronically directed to GetListed by a Referring Member and (ii) has been associated with that Referring Member through Tagging.

Referred Employee Fee.

For each Member Referred Member that is actually hired through the GetListed Service (each, a "Referred Employee"), GetListed agrees to pay that Referring Member an amount based on the Referred Employee's first year base salary as follows:

First Year Base Salary	Referred Employee Fee
$75,000 to $100,000	$500
$101,000 to $200,000	$1,000
$201,000 to $300,000	$2,000
$300,001 and greater	$5,000

Any Referred Employee that receives less than $75,000 in first year base salary will not result in a Referred Employee Fee; for clarity, the Referred Employee must make more than $75,000 for the Referring Member to be eligible for a Referred Employee Fee

Referred Employee Fee Payment.
The Referred Employee Fee shall be due only when all contingencies of the placement have been satisfied. The Referred Employee Fee or other benefits of the Member Referral Program are not transferable, assignable, divisible, or in any way capable of being divided by You unless expressly authorized by GetListed. You are required to keep Your mailing address and contact information current, complete and accurate and make any necessary changes to Your account if Your contact information changes. GetListed will make every reasonable attempt to contact You in the event of a Referred Employee Fee, however, if after a period of one (1) month GetListed is still unable to confirm Your mailing address, You agree to waive all rights to such Referred Employee Fee.
Duration.
Subject to the waiver provisions in Sections 5(d) above and 5(g) below, GetListed shall continue to incur the obligation to pay You the Referred Employee Fee as described in Section 5(c), above, until the first placement, if any.
Simultaneous Referrals.
In the event that an individual receives two or more GetListed referrals from two or more different Members and subsequently becomes a Referred Employee as described above, whichever referral the Referred Employee responds to and satisfies the "Tagging" process as discussed above in 5(a) will determine which Member receives the Referred Employee Fee. GetListed in no way determines or influences which GetListed Member receives the Referred Employee Fee. The decision is wholly determined by the actions of the individual being referred.
Exempted Placements.
For purposes of clarity, GetListed shall not owe You the Referred Employee Fee or any other payment: (i) unless and until the Member Referred Member that You have referred is actually placed through the GetListed Service; (ii) for the second and any other subsequent placement of a Referred Employee; (iii) for any Referred Employee with which GetListed had a pre-existing account (iv) for any Member who was referred by any Member other than You (including, but not limited to, any secondary, tertiary or other downstream referral) and (v) for any Referred Employee that does not remain employed for more than ninety (90) days with the first placement company.
Referred Employee Fee Waiver.
In the event that it is determined that You have violated any of these Terms, You hereby agree to waive all current, future and pending Referred Employee Fees. Such determination of violation will be made by GetListed in its sole discretion. The waiver in this Section 5(h) and that in section 5(d) above are in addition to any rights or remedies GetListed may have against You in law or equity.

Signing Bonus Program.

For each Member that is placed through the GetListed Service, a "Hired Member," GetListed will pay that Hired Member either:

$100 if the Hired Member confirms their placement by clicking on "Signing Bonus" on their Member Account and inputting their Start Date, Base Annual Salary, Title and Hiring Company into the relevant sections of the Member Signing Bonus area of their account; or

$200 if the Hired Member confirms their placement by emailing or faxing a signed copy of their Offer Letter to GetListed.

GetListed will pay the Signing Bonus only after all contingencies of the placement have been satisfied, including but not limited to, the Hired Member surviving the GetListed Guarantee Period (90 days). Offer Letter Copies must be submitted via email to partnerships@getlisted.com, attention: Placement; via fax to (858) 259-9988; or via direct mail to 440 N. Wolfe Rd, Sunnyvale, CA 94085.
Modification of these Terms; Modification of Fees.

GetListed reserves the right, at GetListed's discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the GetListed Service. Please check these Terms and any Policies periodically for changes. Your continued use of the GetListed Service after the posting of changes constitutes Your binding acceptance of such changes. Except as stated elsewhere, such amended Terms or fees will automatically be effective thirty (30) days after they are initially posted on the GetListed Service. Additionally, GetListed will notify You through the GetListed Service's messaging tools.

Certain functions on the GetListed Service have fees associated with them. When You use a service that has a fee You have an opportunity to review and accept the fees that You will be charged based on our stated fees, which we may change from time to time. GetListed may choose to temporarily change the fees for GetListed's services for promotional events or new services, and such changes are immediately effective when GetListed posts the temporary promotional event or new service on the GetListed Service. Any changes to fees for GetListed's services that are not temporary or promotional will be effective thirty (30) days after we provide You with notice by posting such changes on the GetListed Service. Unless otherwise stated, all fees are quoted in U.S. Dollars.
Digital Millennium Copyright Act.

It is GetListed's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to GetListed's DMCA Notification Guidelines. GetListed reserves the right to terminate without notice any User's access to the GetListed Service if that User is determined by GetListed to be a "repeat infringer." In addition, GetListed accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
GetListed Service License Grant; Your General Representations.
1. License Grant to Use.
  
  Subject to Your compliance with the terms and conditions set out in these Terms, GetListed hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license to use the GetListed Service as contemplated herein for personal, noncommercial uses.
2. Prevention of Unauthorized Use.
  
  GetListed reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the GetListed Service, including, but not limited to, technological barriers, IP mapping, and directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use.
3. Your Representations and Warranties
  
  You hereby represent and warrant that: (i) if You are hired through the GetListed Service that, within ten (10) days of signing of the offer letter for such position, You will notify GetListed of such hiring; (ii) if You are aware of anyone attempting to circumvent or defraud the GetListed Service, You will immediately notify GetListed.
Uploaded Submissions License Grant; Representations and Warranties.
1. Limited License Grant to GetListed.
  
  The GetListed Service allows Users to upload content, including without limitation, videos, music, images, and text ("Uploaded Submissions"). By distributing or disseminating Uploaded Submissions through the GetListed Service, You hereby grant to GetListed a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit Your Uploaded Submissions (and any copyrights, publicity, database and other proprietary rights therein), in any media formats and through any media channels in the manner contemplated by the GetListed Service and to promote or advertise Your Uploaded Submissions or the GetListed Service.
2. Limited License Grant to Users.
  
  You hereby grant to each User that is authorized to access Your Uploaded Submissions a limited, royalty-free, paid-up, non-exclusive, personal license to access and use such Uploaded Submission in the manner contemplated by these Terms and the GetListed Service.
3. Uploaded Submissions Representations and Warranties.
  
  You are solely responsible for Your Uploaded Submissions and the consequences of posting or publishing them. By uploading and publishing Your Uploaded Submissions, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize GetListed and GetListed's Users to use and distribute Your Uploaded Submissions as necessary to exercise the licenses granted by You in Section 8 and in the manner contemplated by GetListed and these Terms; (2) Your Uploaded Submissions do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (3) Your Uploaded Submissions do not contain any viruses, adware, spyware, worms, or other malicious code. Violators of these third-party rights may be subject to criminal and civil liability. GetListed reserves all rights and remedies against any Users who violate these Terms.
4. Uploaded Submissions Disclaimer.
  
  You understand that when using the GetListed Service You will be exposed to Uploaded Submissions or other content from a variety of sources, and that GetListed is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Uploaded Submissions and other content. You further understand and acknowledge that You may be exposed to Uploaded Submissions and other content that is inaccurate, offensive, indecent or objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against GetListed with respect thereto. GetListed does not endorse any Uploaded Submissions and other content or any opinion, recommendation or advice expressed therein, and GetListed expressly disclaims any and all liability in connection with Uploaded Submissions and other content. If notified by a User or a content owner of an Uploaded Submission or other content that allegedly does not conform to these Terms, GetListed may investigate the allegation and determine in its sole discretion whether to remove the Uploaded Submission or other content, which it reserves the right to do at any time and without notice. For clarity, GetListed does not permit copyright infringing activities on the GetListed Service.
Prohibited Conduct.
BY USING THE GETLISTED SERVICE YOU AGREE NOT TO:
1. use the GetListed Service for any purposes other than to access the GetListed Service as such services are offered by GetListed;
2. rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 13, below);
3. post, upload, or distribute any defamatory, libelous, or inaccurate content;
4. post, upload, or distribute any Uploaded Submissions or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;
5. impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the GetListed Service accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the GetListed Service, or perform any other similar fraudulent activity;
6. delete indications or notices regarding the copyright or other proprietary rights on the GetListed Service or any third party content;
7. make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the GetListed Service. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;
8. use the GetListed Service for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;
9. defame, harass, abuse, threaten or defraud Users of the GetListed Service, or collect, or attempt to collect, personal information about Users or third parties without their consent, or, except as expressly authorized herein, use the content on the GetListed Service for any commercial use, it being understood that, other than as expressly stated herein, the content available on the GetListed Service is for personal, non-commercial use only;
10. use the GetListed Service if You are under the age of eighteen (18) years old;
11. remove, circumvent, disable, damage or otherwise interfere with security-related features of the GetListed Service or Uploaded Submissions, features that prevent or restrict use or copying of any content accessible through the GetListed Service, or features that enforce limitations on the use of the GetListed Service or Uploaded Submissions;
12. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the GetListed Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
13. modify, adapt, translate or create derivative works based upon the GetListed Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
14. intentionally interfere with or damage operation of the GetListed Service or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code; take any action that may undermine GetListed's rating and comment system (such as displaying, importing or exporting information off the GetListed Service, using information on the GetListed Service for purposes unrelated to the GetListed Service, or improperly manipulating or using the ratings and comment system);
15. interfere with other User's listings;
16. take any action that imposes or may impose (in GetListed's sole discretion) an unreasonable or disproportionately large load on GetListed's infrastructure;
17. interfere or attempt to interfere with the proper workings of the GetListed Service or any activities conducted on the GetListed Service;
18. bypass robot exclusion headers or other measures GetListed may use to prevent unauthorized access to the GetListed Service;
19. upload or post any Uploaded Submissions that contain advertising or other promotional material, including links to such material unless expressly authorized by GetListed; or
20. include in any Uploaded Submissions any information that may be interpreted as direct solicitation, advertisement or recruitment for an available job position directed to individuals seeking employment on either a full time or part time basis.
Account

When You use the GetListed Service to upload and/or download or purchase content or any products, services, or information from GetListed, You may be asked to provide a password. You are solely responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer, and You agree to accept responsibility for all activities that occur under Your account or password. You agree that the information You provide to GetListed on registration and at all other times will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that Your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of Your account ID, password, or any credit, debit or charge card number, if applicable), then You agree to immediately notify GetListed. You may be liable for the losses incurred by GetListed or others due to any unauthorized use of Your GetListed Service account.
Third-Party Sites, Products and Services; Links.

The GetListed Service may include links or references to other web sites or services solely as a convenience to Users ("Reference Sites"). GetListed does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the GetListed Service are solely between You and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at Your own risk.
Termination; Terms of Use Violations.
1. GetListed.
  
  You agree that GetListed, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate any account (or any part thereof) You may have with GetListed or Your use of the GetListed Service and remove and discard all or any part of Your account, User profile, and any Uploaded Submission, at any time. GetListed may also in its sole discretion and at any time discontinue providing access to the GetListed Service, or any part thereof, with or without notice. You agree that any termination or suspension of Your access to the GetListed Service or any account You may have or portion thereof may be effected without prior notice, and You agree that GetListed will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies GetListed may have at law or in equity. As discussed herein, GetListed does not permit copyright infringing activities on the GetListed Service, and shall be permitted to terminate access to the GetListed Service, and remove all Uploaded Submissions or other content submitted by any Users who are found to be repeat infringers.
2. You.
  
  Your only remedy with respect to any dissatisfaction with (i) the GetListed Service, (ii) any term of these Terms, (iii) any policy or practice of GetListed in operating the GetListed Service, or (iv) any content or information transmitted through the GetListed Service, is to terminate these Terms and Your account. You may terminate these Terms at any time by discontinuing use of any and all parts of the GetListed Service and providing GetListed written notice at the address in Section 19, below.
3. Ownership; Proprietary Rights.
  
  The GetListed Service is owned and operated by GetListed. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the GetListed Service provided by GetListed (the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Uploaded Submissions that are provided and owned by Users, all Materials contained on the GetListed Service are the property of GetListed or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to GetListed or its affiliates and/or third-party licensors. Except as expressly authorized by GetListed, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. GetListed reserves all rights not expressly granted in these Terms.
Indemnification.

You agree to indemnify, save, and hold GetListed, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of the GetListed Service, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein. GetListed reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify GetListed, and You agree to cooperate with GetListed's defense of these claims. GetListed will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
Disclaimers; No Warranties.
1. No warranties.
  
  You acknowledge that GetListed Service is provided as a platform and accordingly, GetListed does not participate in the hiring process. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GETLISTED, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GETLISTED OR THROUGH THE GETLISTED SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 16, THE TERM GETLISTED INCLUDES GETLISTED'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
2. "As is" and "As available" and "With All Faults".
  
  YOU EXPRESSLY AGREE THAT THE USE OF THE GETLISTED SERVICE IS AT YOUR SOLE RISK. THE GETLISTED SERVICE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, UPLOADER SUBMISSIONS, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE GETLISTED SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
3. Platform Operation and Content.
  
  GETLISTED, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, UPLOADER SUBMISSIONS, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE GETLISTED SERVICE OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
4. Accuracy.
  
  GETLISTED, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE GETLISTED SERVICE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
5. Harm to Your Computer.
  
  YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE GETLISTED SERVICE (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
Limitation of Liability and Damages.
1. Limitation of Liability.
  
  UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL GETLISTED OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS (INCLUDING UPLOADER SUBMISSIONS) ON THE GETLISTED SERVICE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH GETLISTED, EVEN IF GETLISTED OR AN GETLISTED AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, GETLISTED'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
2. Limitation of Damages.
  
  IN NO EVENT WILL GETLISTED OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE GETLISTED SERVICE OR YOUR INTERACTION WITH OTHER GETLISTED SERVICE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO GETLISTED DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
3. Release for disputes between users.
  
  GetListed does not control the actions of its users. If You have a dispute with one or more Users, You release GetListed (and GetListed's officers, directors, agents, subsidiaries, joint ventures and employees) from 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. If You are a California resident, You waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
4. Reference Sites.
  
  THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN GETLISTED AND RECEIVED THROUGH OR ADVERTISED ON THE GETLISTED SERVICE OR RECEIVED THROUGH ANY REFERENCE SITES.
5. Basis of the Bargain.
  
  YOU ACKNOWLEDGE AND AGREE THAT GETLISTED HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND GETLISTED, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND GETLISTED. GETLISTED WOULD NOT BE ABLE TO PROVIDE THE GETLISTED SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
6. Limitations by Applicable Law.
  
  CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
United States Export Controls.

You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by You that You will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under these Terms are contingent on Your compliance with this provision.
Miscellaneous.
1. Notice.
  
  GetListed may provide You with notices, including those regarding changes to GetListed's terms and conditions, by email, regular mail or postings on the GetListed Service. Notice will be deemed given twenty-four hours after email is sent, unless GetListed is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the GetListed Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the GetListed Service is deemed given 30 days following the initial posting.
2. Waiver.
  
  The failure of GetListed to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by GetListed.
3. Governing Law; Jurisdiction
  
  These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. The parties agree that the federal and state courts residing in San Francisco County, California will have exclusive jurisdiction over these Terms.
4. Dispute Resolution.
  
  If a dispute arises between You and GetListed, our goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and GetListed agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as GetListed and You otherwise agree in writing. Before resorting to these alternatives, GetListed strongly encourages You to first contact GetListed directly to seek a resolution. GetListed will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.
  1. Choice of Law; Forum.
    These Terms shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute You may have against GetListed must be resolved by a state or federal court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option subsection below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.
  2. Arbitration Option.
    For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, arising out of or in connection with or with respect to this Agreement or any breach thereof, such dispute shall be determined and settled by arbitration in San Francisco, California, in accordance with the rules of the American Arbitration Association ("AAA"). The award rendered thereon by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. You understand that, in the absence of this provision, You would have had a right to litigate disputes through court and that You have expressly and knowingly waived those rights and agreed to resolve any disputes where the total amount of the award sought is less than $10,000 through binding arbitration in accordance with the provisions of this paragraph.
  3. Improperly Filed Claims.
    All claims You bring against GetListed must be resolved in accordance with this Section 19(d)(iii) All claims filed or brought contrary to this Section 19(d)(iii) shall be considered improperly filed. Should You file a claim contrary to this Section 19(d)(iii), GetListed may recover attorneys' fees and costs up to $1000, provided that GetListed has notified You in writing of the improperly filed claim, and You have failed to promptly withdraw the claim.
5. Severability.
  
  If any provision of these Terms or any Policies is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
6. Assignment.
  
  These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by GetListed without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
7. Survival.
  
  Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 3, 4, 7, and 8-19.
8. Headings.
  
  The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
9. Entire Agreement.
  
  This is the entire agreement between You and GetListed relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by GetListed as set forth in Section 6 above.
10. Independent Contractors.
  
  The Parties are independent contractors with respect to each other. The Terms do not constitute and may not be construed as constituting a partnership or joint venture among the Parties hereto, or an employee-employer relationship.
11. Disclosures.
  
  The services are offered by GetListed, Inc., located at 440 N. Wolfe Rd., Sunnyvale, CA 94085 and email: support@GetListed.com. If You are a California resident, You may have this same information emailed to You by sending a letter to the foregoing address with Your email address and a request for this information.
  
  You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Last updated: November 5, 2008

GetListed Terms of Use

Introduction; Your Agreement to these Terms of Use.

Eligibility.

Incorporation by Reference.

Individual Features and Services.

Member Referral Program.

Tagging.

Member Referred Member.

Referred Employee Fee.

Referred Employee Fee Payment.

Duration.

Simultaneous Referrals.

Exempted Placements.

Referred Employee Fee Waiver.

Signing Bonus Program.

Modification of these Terms; Modification of Fees.

Digital Millennium Copyright Act.

GetListed Service License Grant; Your General Representations.

License Grant to Use.

Prevention of Unauthorized Use.

Your Representations and Warranties

Uploaded Submissions License Grant; Representations and Warranties.

Limited License Grant to GetListed.

Limited License Grant to Users.

Uploaded Submissions Representations and Warranties.

Uploaded Submissions Disclaimer.

Prohibited Conduct.

Account

Third-Party Sites, Products and Services; Links.

Termination; Terms of Use Violations.

GetListed.

You.

Ownership; Proprietary Rights.

Indemnification.

Disclaimers; No Warranties.

No warranties.

"As is" and "As available" and "With All Faults".

Platform Operation and Content.

Accuracy.

Harm to Your Computer.

Limitation of Liability and Damages.

Limitation of Liability.

Limitation of Damages.

Release for disputes between users.

Reference Sites.

Basis of the Bargain.

Limitations by Applicable Law.

United States Export Controls.

Miscellaneous.

Notice.

Waiver.

Governing Law; Jurisdiction

Dispute Resolution.

Choice of Law; Forum.

Arbitration Option.

Improperly Filed Claims.

Severability.

Assignment.

Survival.

Headings.

Entire Agreement.

Independent Contractors.

Disclosures.