If you use the Service to search for employees, view resumes, post jobs or to permit prospective new employees or contractors of your organization to complete new hire onboarding documents on ZipHire, you are an "Employer." We may also sometimes refer to Employers on the Service as a “Job Poster” when they are only using the Service to post jobs for their organization, and review job applications and resumes.Section 9 of this Agreement contains specific provisions applicable to you if you are using the Service as an Employer. Please review the terms of Section 9 carefully.
If you use the Service to search for, or apply for jobs through the Service, or to use the ZipHire portion of the Service as a prospective new employee or contractor, you are a "Candidate." We may also sometimes refer to Candidates in this Agreement as “Job Seekers” when they are only using the Service to search for, or apply for jobs through the Service or upload resumes to the Service. Section 8 of this Agreement contains specific provisions application to you if you are using the Service as a Candidate. Please review the terms of Section 8 carefully.
This Agreement contains an Arbitration provision, which will, with limited exception, require you to submit disputes you have against FLEETCOR and its affiliates to binding and final arbitration. You will only be permitted to pursue claims against FLEETCOR on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
2. Use of Our Service
You may use the Service only if you are at least eighteen (18) years of age and can form a binding contract with FLEETCOR, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service by anyone under 18 is strictly prohibited and in violation of this Agreement. The Service is not available to any Users previously removed from the Service by FLEETCOR, unless we provide such Users with specific written authorization to re-use the Service. If you use FLEETCOR on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity's behalf. You must not be a competitor of FLEETCOR or use our Service for reasons that are in competition with FLEETCOR.
B. Service Functionality
The Service gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts or services for different types of Users, such as Candidates and Employers. You may never use another User's account without permission.
By providing FLEETCOR your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your account page or by following the opt-out instructions in the message. Opting out may prevent you from receiving email messages regarding updates, improvements, offers, or information about jobs that may suit you, if you are a job seeker. By submitting a job application on the Service or by completing any new hire documents on the Service, you give us permission to store your information on the Service and to share your information with the Employer posting the job or requesting you to complete the new hire documents. By connecting to FLEETCOR with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
By using the Service, you acknowledge that we do not have control over the quality, timing, or legality of the information uploaded to the Service by Users. In addition, you acknowledge that we do not have control over the integrity, responsibility or actions of Candidates or Employers. We do not refer or recommend either Candidates or Employers, nor do we make any representations about the integrity, responsibility or actions of Candidates or Employers whether in public, private or offline interactions.
C. User Accounts
The information in this section applies to all User accounts. You may control your profile information and how you interact with the Service by changing the settings in your Settings page. When creating your account or uploading information to the Service through your account, you represent and warrant that you will provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use "strong" passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify FLEETCOR immediately of any breach of security or unauthorized use of your account. FLEETCOR will not be liable for any losses caused by any unauthorized use of your account.
D. Service Rules
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots," "spiders," "offline readers," etc., to access the Service in a manner that sends more request messages to the FLEETCOR servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that FLEETCOR grants the operators of public search engines revocable permission to use spiders to copy materials from fuelcarddirect.co.uk for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information from the Service, except as expressly permitted by the features of the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service (for paid services). We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
You are solely responsible for your interactions with other FLEETCOR Users, including Candidates if you are an Employer, and Employers if you are a Candidate. We reserve the right, but have no obligation, to monitor disputes between you and other Users. FLEETCOR shall have no liability for your interactions with other Users, or for any User's action or inaction. FLEETCOR shall have no obligation to you to enforce this Agreement against any other User.
3. User Content
The Service may allow Users to post content such as job and company information, application information, logos, trademarks, comments, questions, and other content or information ("User Content").
You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. FLEETCOR reserves the right, but is not obligated, to reject and/or remove any User Content that FLEETCOR believes, in its sole discretion, violates these provisions. For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Content that you submit, that Company's use of your User Content in accordance with this Agreement will not violate any law or infringe the rights of any third party, and that to the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.
FLEETCOR takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, or otherwise unsuited to your purpose, and you agree that FLEETCOR shall not be liable for any damages you allege to incur as a result of User Content.
4. User Content License Grant
5. End User License Grant
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable, license to use the Service. FLEETCOR reserves all rights not expressly granted herein in the Service and the FLEETCOR Content (as defined below). FLEETCOR may terminate this license at any time for any reason or no reason.
6. Our Proprietary Rights
Except for your User Content, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content (the "FLEETCOR Content"), and all Intellectual Property Rights related thereto, are the exclusive property of FLEETCOR and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the FLEETCOR Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
You agree that any feedback, comments, or suggestions you may provide regarding FLEETCOR or the Service are entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
7. Paid Services
A. Billing Policies
Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to the pricing and payment terms for the applicable Service, as we may update them from time to time. FLEETCOR may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to the Fee Schedule shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
B. No Refunds
You may cancel your User account at any time; however, there are no refunds for cancellation. In the event that FLEETCOR suspends or terminates your account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
C. Payment Information; Taxes
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes relating to such purchases, transactions or other monetary transaction interactions.
Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys’ fees) incurred by FLEETCOR in collecting delinquent amounts, except where the delinquent amounts are due to billing inaccuracies.
8. PROVISIONS SPECIFIC TO USERS THAT ARE CANDIDATES
The provisions of this Section 8 of the Agreement are specific to Users that use the Service as Candidates (including as Job Seekers). If you are using the Service as a Candidate, then in the event of a conflict between the provisions of this Section 8 and the rest of the Agreement, the provisions of this Section 8 will control.
A. Candidate Accounts
If you create a Candidate Account (whether to search or apply for a job posting as a “Job Seeker” or to complete the new hire process through ZipHire as a potential new employee or contractor), you must be permitted to legally work within your applicable jurisdiction. If you are registering to be a Candidate, you may use your account only for yourself or individuals for whom you have legal authority to represent.
In addition to applying for a job posting as a “Job Seeker”, you can also browse the Service, receive job alerts from the Service regarding jobs that may be of interest to you (“Job Alerts”), and save a record of job listings you have found on the Service.
B. Job Applications
As a registered Job Seeker you will be able to submit job applications through the Service (“Job Applications”) for jobs that are listed on the Service (“Job Listings”). You will have the ability to choose how to submit your Job Application through the Service using the options offered through the Service. For example, you may submit your Job Application through the Service by (A) using the Service’s “1-Click Apply” feature, (B) using the Service’s “Apply Now” feature, or (C) applying through your Monster.com or LinkedIn.com accounts. If you elect to use the Service’s “1-Click Apply” feature, when you click on “1-Click Apply” the information that you have included as part of your User Profile, including your resume and contact information, will be sent to the Employer that posted the applicable Job Listing. If you elect to use the Service’s “Apply Now” feature, you will either be required to provide your name, email address and phone number, and attach your resume (and, when you click the “Apply Now” button, this information will then be sent to the Employer that posted the applicable Job Listing), or the "Apply Now" button will redirect you to an external website where you will be able to apply to the Job Listing. If you elect to apply through either your Monster.com or LinkedIn.com account, you will be asked to log-in to your Monster.com or LinkedIn.com account, and the profile, resume and other information that you have provided as part of your Monster.com or LinkedIn.com account will then be sent to the Employer that posted the applicable job. You can also submit a Job Application through your mobile device.
Please note that once you have submitted a Job Application through any feature of the Service, your resume and other applicable information will be shared with the Employer that posted the Job Listing. If you elect to submit a Job Application to an Employer through the Service’s “1-Click Apply” feature the information you include in your User Profile will constitute the information that is included in your Job Application and provided to the applicable Employer. You should therefore ensure that the information in your User Profile is complete and accurate, and only contains information you are comfortable sharing with Employers, prior to submitting a Job Application through the Service’s “1-Click Apply” feature.
If you submit a resume, you acknowledge that we may ‘parse’ the resume in order to create searchable text for an Employer. The employer will also be able to see your resume in the form in which you submitted it to FLEETCOR.
C. Resume Database
In addition to submitting Job Applications through the Service, you will have the opportunity to, but will not be required to, elect to include your resume as part of the Service’s resume database (the “Resume Database”) at the time you register to use the Service. If you do not elect to include your resume in the Resume Database at the time you register to use the Service, as a registered Job Seeker you may subsequently elect to include your resume in the Resume Database by adjusting the settings in your Job Seeker account. We will not include your resume in the Resume Database unless you affirmatively elect to include your resume in the Resume Database. If you elect to include your resume in the Resume Database, Employers who have registered to access the Resume Database will be able to access and view your resume and the contact information you provide on your resume, including your name, email address, mailing address and phone number, as applicable. Employers will be able to contact you directly using the information on your resume. Please provide minimal personally identifiable information about yourself.
You can opt-out of including your resume in the Resume Database at any time by adjusting the settings in your Job Seeker account and we will remove your resume from the Resume Database as soon as reasonably practicable. However, if an Employer has accessed your resume through the Resume Database and copied or saved your resume prior to the date we receive your opt-out request, following the time we receive your opt-out request that Employer will continue to have access to your resume and all information you included in your resume as it was included in the Resume Database.
D. Interactions with Employers
You are solely responsible for your interactions with Employers that you contact, or that contact you, through the Service. Please note that there are risks, including but not limited to the risk of physical harm, that may arise when dealing with strangers, including persons who may be acting under false pretenses. You should therefore use caution with regard to the information you elect to share as part of your User Profile or a Job Application or resume that you provide through the Service. Only list the contact information on your resume or Job Applications that you are comfortable disclosing to Employers and other Users of the Service.
Although FLEETCOR requests that Employers maintain the confidentiality of the Job Applications and resumes they receive through the Service, FLEETCOR cannot and does not guarantee that the information you provide to Employers through the Service as part of a Job Application or resume will be held in confidence or properly secured by each applicable Employer. In addition, FLEETCOR takes no responsibility and assumes no liability for any Job Listing that any Employer posts or sends through the Service. You agree that FLEETCOR is not responsible or liable for the conduct of any Employer.
9. PROVISIONS SPECIFIC TO USERS THAT ARE EMPLOYERS
The provisions of this Section 9 of the Agreement are specific to Users that use the Service as Employers. If you are using the Service as an Employer, then in the event of a conflict between the provisions of this Section 9 and the rest of the Agreement, the provisions of this Section 9 will control.
If you are an Employer, you agree that you will not use the Service to post or promote any position that contains inaccurate, false, or misleading information; includes any screening requirement or criterion in connection with a job posting where such requirement or criterion is not an actual and legal requirement of the posted job; involves any franchise, pyramid scheme, "club membership", distributorship, or multi-level marketing opportunity; requires applicants to pay to apply, pay for training, pay for training materials, or pay for samples. You agree not to use the Service to post or promote any position that is compensated on a commission basis only, unless clearly stated in your posting. When using the Service, you are responsible for ensuring that your use of the Service is in compliance with applicable law. As an Employer, you must also comply with the FLEETCOR Job Quality & Inclusion Guidelines (currently available at https://www.Fleetcor.com/job-guidelines), including ensuring that all positions you post to the Service comply with such guidelines.
A. Employer Accounts
If you create an Employer Account to post a job opening, we will make reasonable efforts to distribute your job posting to the third-party services indicated on the Service, as we may update them from time to time (“Distributors"). However, you acknowledge and accept that we have no control over any Distributor and therefore, we provide no guarantee that your job post will be accepted by a Distributor. You accept that a Distributor may reject your job post for any reason, whether you are on any paid job posting plan or on a trial subscription, and even if you have paid for a “Premium Post”. You agree that FLEETCOR is not liable to you or any third party if your job post is rejected or not posted. By posting your job, you give us permission to distribute your post to current and future Distributors. You acknowledge and agree that FLEETCOR cannot be responsible and disclaims all liability for Distributors, including without limitation their availability, operations, features and functionality. You are solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate Candidate.
B. Authorized Users
As an Employer, you are responsible for all activity, acts or omissions by any of your personnel that create an Account to use the Services (“Authorized Users”). Accounts may not be shared between different Employer personnel. Employer shall ensure that Authorized Users comply with this Agreement, and shall promptly notify FLEETCOR of any suspected or alleged violation of this Agreement including any unauthorized use of any password or account or any other known or suspected breach of security. Employer shall cooperate with FLEETCOR with respect to: (i) investigation by FLEETCOR of any suspected or alleged violation of this Agreement and (ii) any action by FLEETCOR to enforce this Agreement. Fleetcor may suspend or terminate an Authorized User’s access to the Services in the event that FLEETCOR reasonably determines that such Authorized User has violated this Agreement or appears likely to do so. Employer shall be liable to FLEETCOR for any violation of this Agreement by an Authorized User.
C. Removal of Job Listings
You acknowledge and agree that FLEETCOR may, with no liability or penalty, remove any Job Listing, content, communication or information posted, which in the sole judgment of FLEETCOR, violates or may violate this Agreement, the FLEETCOR Job Quality & Inclusion Guidelines (currently available at https://www.Fleetcor.com/job-guidelines), applicable laws, rules or regulations; may adversely affect FLEETCOR; is false, inaccurate, misleading, deceptive, fraudulent, libelous, defamatory, immoral, offensive, obscene, pornographic, disruptive, threatening, abusive or illegal; or which may violate or lead to the violation of the rights of, or harms or threatens the safety and privacy of any third party.
D. Resume Database Access
If you are accessing the Resume Database (as defined in Section 8 below) as an Employer, then subject to the terms and conditions of this Agreement, FLEETCOR hereby grants you as an Employer a limited, revocable, non-transferable, non-exclusive right to access the Resume Database from the Service for the limited purpose of viewing and/or downloading a single copy of available paper resumes solely for use by the Employer. If you use or access the Resume Database as an Employer, you agree to comply with the following rules regarding access to the Database:
a) The Database shall only be used by Employer for the purpose of seeking employees for Employer.
b) The Database shall not be used to send unsolicited mail or e-mails, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of Employer’s or a third party’s products or services.
c) Employer shall implement appropriate physical, technical, and administrative measures to protect the data within the Database from loss, misuse, unauthorized access, disclosure, alteration or destruction.
d) The Database shall only be used and accessed by Employer in accordance with privacy, data protection and other applicable laws and regulations.
e) Employer shall respect the privacy choices of Job Seekers who have uploaded their information to the Resume Database.
f) The Database shall not be used in any way that, in the sole discretion of FLEETCOR, adversely affects FLEETCORbusiness, performance of the Service, or interferes with the ability, of others to access the Database.
FLEETCOR cares about the integrity and security of your personal information. We cannot, however, guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
12. DMCA Notice
It is FLEETCOR policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA").
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify FLEETCOR's copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing and provide a link (where available) to where it is located on the Service;
4. Information reasonably sufficient to permit FLEETCOR to contact you, such as your address, telephone number, and, e-mail address;
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
In accordance with the DMCA and other applicable law, FLEETCOR has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. FLEETCOR may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
13. Third-Party Links and Services
You agree to defend, indemnify and hold harmless FLEETCOR and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code.
15. No Warranty
FLEETCOR DOES NOT GUARANTEE ANY RESULTS FROM USING THE SERVICE. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ANY ADVICE OR INFORMATION ABOUT A PARTICULAR NEW HIRE AGREEMENT OR DOCUMENT THAT MAY BE POSTED ON THE SERVICE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO REPLACE OR SUBSTITUTE FOR ANY PROFESSIONAL FINANCIAL, MEDICAL, LEGAL, OR OTHER ADVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FLEETCOR OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, FLEETCOR, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
FLEETCOR DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A USER OR THIRD PARTY THROUGH THE FLEETCOR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND FLEETCOR WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLEETCOR, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL FLEETCOR BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FLEETCOR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY USER OR THIRD PARTY. IN NO EVENT SHALL FLEETCOR, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO FLEETCOR HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF FLEETCOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Service is controlled and operated from its facilities in the United States. FLEETCOR makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.
17. AGREEMENT TO ARBITRATE
A. Binding Arbitration
This Section 17 is referred to in this Agreement as the “Agreement to Arbitrate". Unless you opt-out pursuant to the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and FLEETCOR or its affiliates, whether relating to the Service, this Agreement (including any alleged breach thereof), or otherwise (each a “Dispute”), shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Agreement to Arbitrate. Your rights will be determined by a neutral arbitrator, not a judge or jury. YOU UNDERSTAND THAT ABSENT THIS AGREEMENT TO ARBITRATE, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), including the AAA's Supplementary Procedures for Consumer-Related Disputes, each available at www.adr.org, or such other alternative dispute resolution body and arbitration rules that may be mutually agreed upon by you and FLEETCOR. Your arbitration fees and your share of arbitrator compensation shall be governed by such rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and FLEETCOR may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
You and FLEETCOR agree that any arbitration shall be limited to the Dispute between FLEETCOR and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
C. Exceptions to Informal Negotiations and Arbitration
You and FLEETCOR agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or FLEETCOR intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.
D. 30 Day Right to Opt Out
You have the right to opt-out and not be bound by the arbitration provisions set forth in Section 17 above by sending written notice of your decision to opt-out to FLEETCOR's contact information listed at the bottom of this Agreement. The notice must be sent to FLEETCOR within thirty (30) days of your registering to use the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
A. Governing Law and Location
The Service is controlled and operated by FLEETCOR from its offices within the State of California, United States of America. FLEETCOR makes no representation that materials on the Service are appropriate or available for use in other locations. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree that the Service shall be deemed a passive one that does not give rise to personal jurisdiction over FLEETCOR, either specific or general, in jurisdictions other than California. This Agreement and any Disputes shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. An arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but is bound by rulings in prior arbitrations involving the same User to the extent required by applicable law. All arbitration and other litigation in a court of competent jurisdiction of any dispute between you and FLEETCOR related to this Agreement shall be located in Los Angeles County, California.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by FLEETCOR without restriction.
C. Relationship of the Parties
Nothing in this Agreement shall be construed as making either party the partner, joint venturer, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.
D. Notification Procedures
FLEETCOR may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by FLEETCOR in our sole discretion. FLEETCOR reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. FLEETCOR is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you addbusinessaffairs@Fleetcor.com to your email address book to help ensure you receive email notifications from us.
E. Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with FLEETCOR in connection with the Service, shall constitute the entire agreement between you and FLEETCOR concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
F. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and FLEETCOR's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.