Please read these Terms of Service (the “Terms”) and our Privacy Policy (https://paintboxlabs.com/privacy) (“Privacy Policy”) carefully because they govern your use of the website located at Tier Talent (the “Site”) and the associated résumé collection, compilation, and access, and related talent acquisition services accessible via the Site offered by PaintBox Labs Media Group, Inc. (“PaintBox Labs”). To make these Terms easier to read, the Site and our services are collectively called “Tier Talent.”

1. Agreement to Terms. By using Tier Talent, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use Tier Talent. IF YOU ARE ACCESSING AND USING TIER TALENT ON BEHALF OF A COMPANY (SUCH AS YOUR EMPLOYER) OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IN THAT CASE, “YOU” AND “YOUR” WILL REFER TO THAT ENTITY.

2. Privacy Policy. Please review our Privacy Policy, which also governs your use of Tier Talent, for information on how we collect, use and share your information.

3. Changes to these Terms or Tier Talent. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use Talent. If you continue to use Talent Infusion after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use Tier Talent anymore. Because Tier Talent is evolving over time we may change or discontinue all or any part of Tier Talent, at any time and without notice, at our sole discretion.

4. Who May Use Tier Talent. You may use Tier Talent only if you are 18 years or older, you reside within the United States, you are capable of forming a binding contract with PaintBox Labs, and you are not otherwise barred from using Tier Talent under applicable law.

5. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to Tier Talent (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you, and you hereby grant PaintBox Labs a perpetual, irrevocable, royalty-free, and fully-paid up license to use and exploit all Feedback in connection with PaintBox Labs’ business purposes, including, without limitation, the testing, development, maintenance and improvement of Tier Talent and PaintBox Labs’ other products and services.

6. Subscription Fees. PaintBox Labs requires payment of fees for use of Tier Talent (or certain portions thereof) and you agree to pay such fees, including the purchase of a subscription (“Subscription”) for such use.

(a) General. When you purchase a Subscription (a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

(b) Subscriptions. If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE PAINTBOX LABS TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each year on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. No less than thirty (30) days and no more than sixty (60) days before your Subscription term ends, or otherwise in accordance with applicable law, PaintBox Labs will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or PaintBox Labs. Your Subscription continues until cancelled by you or we terminate your access to or use of Tier Talent or Subscription in accordance with these Terms.

(c) Cancelling Subscription. You may cancel a Transaction for a full refund within forty-eight (48) hours of your initial purchase. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction, we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to contact@talentinfusion.io. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use Tier Talent will continue until the end of your then current Subscription period and will then terminate without further charges.

7. Your Content.

(a) Posting Content. Tier Talent may allow you to store or share content such as text (in posts or communications with others), files, documents, graphics, and images. Anything (other than Feedback) that you post or otherwise make available through Tier Talent is referred to as “User Content”. PaintBox Labs does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

(b) Permissions to Your User Content. By making any User Content available through Tier Talent you hereby grant to PaintBox Labs a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with operating and providing Tier Talent.

(c) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through Tier Talent, nor any use of your User Content by PaintBox Labs on or through Tier Talent will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

(d) Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on Tier Talent. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

(e) PaintBox Labs’ Intellectual Property. We may make available through Tier Talent content that is subject to intellectual property rights. We retain all rights to that content.

8. General Prohibitions and PaintBox Labs’ Enforcement Rights. You agree not to do any of the following:

(a) Use any content obtained through (or otherwise made available to you in connection with) Tier Talent (including without limitation résumés and related information) for any purpose other than which it was provided to you, including in any malicious, harmful, damaging, disparaging, or malignant manner, or otherwise in bad faith;

(b) Post, upload, publish, submit or transmit any User Content that (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; or (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

(c) Use, display, mirror or frame Tier Talent or any individual element within Tier Talent, PaintBox Labs’ name, any PaintBox Labs trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without PaintBox Labs’ express written consent;

(d) Access, tamper with, or use non-public areas of Tier Talent, PaintBox Labs’ computer systems, or the technical delivery systems of PaintBox Labs’ providers;

(e) Attempt to probe, scan or test the vulnerability of any PaintBox Labs system or network or breach any security or authentication measures;

(f) Attempt to access or search Tier Talent or download content from Tier Talent using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by PaitBox Labs or other generally available third-party web browsers;

(g) Use Tier Talent, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

(h) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide Tier Talent;

(i) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing Tier Talent;

(j) Collect or store any personally identifiable information from Tier Talent from other users of Tier Talent without their express permission;

(k) Impersonate or misrepresent your affiliation with any person or entity;

(l) Violate any applicable law or regulation; or

(m) Encourage or enable any other individual to do any of the foregoing.

PaintBox Labs is not obligated to monitor access to or use of Tier Talent or to review or edit any content. However, we have the right to do so for the purpose of operating Tier Talent, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects Tier Talent. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

9. Links to Third Party Websites or Resources. Tier Talent may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

10. Termination. We may suspend or terminate your access to and use of Tier Talent, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at Contact. Upon any termination, discontinuation or cancellation of Tier Talent or your account, the following Sections will survive: 5, 6 (for payments due and owing to PaintBox Labs prior to termination), 7(b), 7(c), 7(e), 8, 10, 11, 12, 13, 14, 15 and 16.

11. Warranty Disclaimers. TIER TALENT IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that Tier Talent will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on Tier Talent.

12. Indemnity. You will indemnify and hold PaintBox Labs and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of Tier Talent, (b) your User Content, or (c) your violation of these Terms.

13. Limitation of Liability.

(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR PAINTBOX LABS’ SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING TIER TALENT, WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR, WITH REGARD TO PAINTBOX LABS, DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE TIER TALENT, IN EACH CASE WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EITHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b) TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL PAINTBOX LABS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE TIER TALENT EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO PAINTBOX LABS FOR USE OF TIER TALENT.

(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PAINTBOX LABS AND YOU.

14. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 15 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) that you and PaintBox Labs are not required to arbitrate will be the state and federal courts located in New York, New York, and you and PaintBox Labs each waive any objection to jurisdiction and venue in such courts.

15. Dispute Resolution.

(a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of Tier Talent (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and PaintBox Labs agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and PaintBox Labs are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

(b) Exceptions. As limited exceptions to Section 15(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

(c) Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

(d) Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

(e) Injunctive and Declaratory Relief. Except as provided in Section 15(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

(f) Class Action Waiver. YOU AND PAINTBOX LABS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

(g) Severability. With the exception of any of the provisions in Section 15(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

16. General Terms.

(a) Reservation of Rights. PaintBox Labs and its licensors exclusively own all right, title and interest in and to Tier Talent, including all associated intellectual property rights. You acknowledge that Tier Talent is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying Tier Talent.

(b) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between PaintBox Labs and you regarding Tier Talent, and these Terms supersede and replace all prior oral or written understandings or agreements between PaintBox Labs and you regarding Tier Talent. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without PaintBox Labs’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. PaintBox Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(c) Notices. Any notices or other communications provided by PaintBox Labs under these Terms will be given: (i) via email; or (ii) by posting to Tier Talent. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

(d) Waiver of Rights. PaintBox Labs’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of PaintBox Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

17. Contact Information. If you have any questions about these Terms or Tier Talent, please contact PaintBox Labs at contact@tiertalent.org and/or 276 5th Avenue, Suite 704, New York, NY 10001.