Welcome to SterlingNOW by Sterling Talent Solutions!
The following terms and conditions, together with any documents expressly incorporated herein by reference,
including any features, content, applications, functionality and services offered on or through SterlingNOW.com (together with the Site, the "Services"),
whether as a guest or a registered user. The Site is owned and operated by Sterling Talent Solutions, Inc. ("Sterling Talent Solutions" or "we").
incorporated herein by reference. You may use the Services only if you have the authority to form a contract with us and are not barred under any applicable laws from doing so. Persons who are not
DESCRIPTION OF THE SERVICES. SterlingNOW
by Sterling Talent Solutions is a workforce management solution intended for use by small businesses.
ACCOUNT REGISTRATION. You must complete
the registration process to open an account by providing us with current, complete and accurate information as required by the applicable registration form. If you create an account on behalf of an entity, you may authorize individuals (including, without limitation,
your employees, consultants, contractors, agents, and candidates applying for employment) to access and use the Services through your account ("Users"), provided in all cases that the use is solely for the benefit of your internal business purposes and is in
for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Services. You agree to notify us immediately
MODIFICATIONS; DISCONTINUACE OF SERVICES. We
reserve the right monitor the use of the Services and, in our sole discretion, to temporarily or permanently change, suspend, restrict or discontinue all or portions of the Services at any time and without notice to you. We will not be liable if for any reason
all or any part of the Services are unavailable at any time or for any period.
LICENSE TO USE THE SERVICES . Subject to
of computer programs or code from the Service to you, whether in object code or source code form. You may not remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings within
the Services. You may not transfer, resell, sublicense or otherwise make available the Services to third parties other than Users.
LICENSE TO YOUR DATA. The Site may allow
you and your Users to upload, submit, store, send and/or receive data, information or materials, including forms, attachments, media and files ("Your Data") in connection with your or your Users? access or use of the Services. Your Data may include Personally
will have no liability in connection with any disclosure of Your Data that is authorized by you or your Users the Services.
for the Services), (ii) be solely responsible and liable for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Your Data and provide us with all information and data that we require in order to perform the Services,
(iii) be responsible for obtaining, maintaining, and supporting all internet access and other equipment and services necessary for your use and access to the Services, (iv) be responsible for maintaining and protecting all of Your Data (we will not be liable
for any loss or corruption of Your Data, or for any costs or expenses associated with backing up or restoring any of Your Data), (iv) promptly notify us of any unauthorized access or use of any of your or your Users? login credentials or accounts or any other
known or suspected breach of security, and (v) use the Services in accordance with applicable laws and government regulations. User accounts are for individual, named Users and cannot be shared or used concurrently or by more than one User. We will not be liable
for any breach of security resulting from your or your Users? failure to (a) maintain the confidentiality of its login credentials or (b) fulfill its security and confidentiality obligations under this Agreement.
OUR RESPONSIBILITIES. We believe
that security of Your Data is of the utmost importance. We will maintain reasonable administrative, physical, and technical safeguards for the Services designed to protect the security, confidentiality and integrity of Your Data. In providing Services to you,
(c) our service providers who act on our behalf in providing the Services, or (iv) access Your Data, except as reasonably necessary to prevent or address service or technical problems, to respond to your or your Users? request in connection with customer support
matters, for statistical reporting purposes, or as reasonably necessary to protect you, your Users, or us.
In addition to certain information about you and your Users, including your account information that is
needed to provide you with the Services, we may maintain other information about you and your Users, including the duration and frequency of your use of the Services, the pages viewed, and other such anonymous usage data (collectively "Usage
Data"). We may use the Usage Data for internal business purposes, including improving, testing and providing the Services. We may aggregate, use, distribute, and publish such Usage Data regarding
use and functioning of the Services by our guests and registered users and disclose such Usage Data in aggregate form for statistical analysis, market analysis, financial analysis, promotion and other such purposes. Such Usage Data shall be our sole property.
RESTRICTIONS. You will not, and will ensure
that your Users do not: (a) use the Services to upload, transmit, or otherwise distribute any content that is unlawful, threatening, defamatory, fraudulent, obscene, infringing, or otherwise unlawful content, including without limitation any spam or otherwise
objectionable as reasonably determined by us; (b) store, submit, or distribute viruses, worms, time bombs, malicious code, or any other items of a harmful nature; (c) use the Services for any unlawful purpose or to engage in any activity that violates applicable
law or the rights of others; (e) engage in any activity that interferes with or disrupts the Services or third party data contained therein; (f) attempt to gain unauthorized access to the Services or their related systems or networks; (g) make derivative works
of, disassemble, or attempt to reverse compile or reverse engineer any part of the Services, or access the Services or in order to build a similar or competitive product or service (or contract with a third party to do so). If we reasonably suspect or otherwise
identify any breach by you or your Users of this paragraph, we may immediately suspend or terminate your use and/or access to the Services.
THIRD PARTY SERVICES. The Site may provide
links to other websites, services or resources ("Third Party Services"), and other websites, services or resources may contain links to the Site. If you choose to access or use any Third Party Services through the Site, you may be required to obtain access
the Third Party Services directly from the third party, and may be required to grant us access to your account with such third party. If Company decides to access or use any Third Party Services through the Site, Company understands and agrees that we may allow
such third parties to access Your Data and/or we may transfer Your Data to such third parties as required for your use of the Third Party Services. We shall not be responsible for any disclosure, modification, or loss of Your Data arising from or related to
(i) your use of Third Party Services, or (ii) the transfer of Your Data between the Site and the third party in connection with the Third Party Services. Any exchange of Your Data between you and any third party is solely between you and the third party. We
do not warrant or support any Third Party Services. You acknowledge that we are not responsible or liable for the content, functions, legality, accuracy or any other aspect of such Third Party Services. We may limit, substitute, change or eliminate any Third
Party Services available through or used in connection with the Services without liability and without notice.
COMPLIANCE WITH LAWS/DISCLAIMERS. You must
abide by all applicable federal, state, local, and foreign laws, rules and regulations in connection with your use of the Services, including, without limitation, any laws, rules and regulations regarding the export of data to and from the US or other countries,
data privacy, the transmission of PII, human resources and employment ("Laws").
It is your sole responsibility to monitor your and your Users? use of the Service to ensure that such use
complies with and is in accordance with all applicable Laws, including, without limitation, applicable human resources and employment-related laws, rules and regulations. In no event shall we be responsible or liable for your failure to comply with applicable
Laws in connection with your use of the Services.
We do not offer or provide legal advice of any kind. You acknowledge that: (a) any provision of information,
materials or information provided by us purport to reflect the totality of your legal obligation.
Should you choose to meet any of your obligations under applicable Laws through the Services, you acknowledge
and agree that you are solely responsible for independently reviewing and verifying that any materials, documents or forms used in connection therewith, whether furnished by us, created by you or another third party, are legally compliant.
TERMINATION. Contact us at Support@SterlingNOW.io if
shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
NO WARRANTY. EXCEPT AS EXPRESSLY PROVIDED
BY APPLICABLE LAW, WE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICES AND
ALL CONTENT PROVIDED ON OR THROUGH THE SITE. WE DO NOT GUARANTEE OR WARRANT THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) WILL PERFORM ERROR-FREE OR UNINTERRUPTED OR THAT WE WILL CORRECT ANY OR ALL ERRORS IN THE SERVICES PROVIDED
HEREUNDER, (III) WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; OR (IV) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) WILL BE RELIABLE OR ACCURATE.
We will have no responsibility for any damage to your computer system or loss of data that results from
the use of the Services.
NO LIABILITY. TO THE MAXIMUM EXTENT PERMITTED
FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF ANTICIPATED BENEFITS, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CONFIDENTIALITY. Each Party agrees: (i)
that it will use (and will ensure that its Users and any approved third parties use) reasonable efforts (which shall be no less than the efforts used to protect its own confidential information of a similar nature) to prevent the disclosure of the other Party's
Confidential Information to any person or entity, unless authorized by the other Party; and (ii) it will not use Confidential Information of the other Party for any purpose other than as authorized by this Agreement or by the other Party. As to us, the term
"Confidential Information" includes information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person, the features and functions of the Services that are not available to the general public
via the public Internet (including screen shots of the same), future product plans, and any documentation or specification provided to you, performance and security test results, and any other proprietary, financial or business information we supply to you.
As to you, the term "Confidential Information" includes information specifically designated as confidential or that would be understood to be confidential or proprietary by a reasonable person. Notwithstanding the foregoing, "Confidential Information" shall
not include (i) information which is or becomes publicly known through no act of omission of the receiving Party, or (ii) information gained by the receiving Party independent of the disclosing Party. Notwithstanding the foregoing, it shall not be a breach
that to the extent permissible, each Party shall, in advance of any such disclosure promptly notify the other Party in order to enable the other Party reasonable time to seek a protective order with respect to the requested information or otherwise challenge
parties who have entrusted information to the disclosing Party, and such disclosure may be inadequately compensable in damages. Accordingly, in addition to any other legal remedies that may be available at law or in equity, the disclosing Party shall be entitled
to seek equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. For avoidance of doubt, the Services are designed to facilitate sharing of Your Data by you and your Users for permitted purposes. Accordingly, Your
Data is not "Confidential Information" for purposes of this paragraph. Our obligations with respect to Your Data are as set forth in the paragraph titled Our Responsibilities.
You acknowledge that we may, now or in the future, be engaged in businesses similar to or competitive with
INTELLECTUAL PROPERTY OWNERSHIP. As between
provide it, and all modifications and/or enhancements to the Services, regardless of the source of inspiration for any such enhancement or modification and regardless of whether you have provided input regarding such modifications and/or enhancements, (ii)
COPYRIGHT. The Services may contain content,
such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software specifically provided by us or third parties ("Content"). Such Content is protected by copyrights, trademarks, service marks, patents, trade
secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
GOVERNING LAW AND ARBITRATION. These Terms
of Use and your use of the Services shall be governed by, construed and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective
Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be King County, Washington. Except as may be required
by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the Parties. The Parties agree that the United Nations Convention on Contracts for the International
EXCLUSIONS AND LIMITATIONS. Some jurisdictions do not allow the disclaimer
terms will remain in full force and effect.
Assignment. You shall not assign these
Entire Agreement And Severability. These
between you and us with respect to the Services.
Severability. If any term or provision
Force Majeure . Neither Party is responsible
data), inability to obtain power, internet service provider failures or delays, civil war, insurrection, riot or demonstration, fire, flood, explosion, earthquake, accident, strike labor difficulties, work interruption or any other cause beyond its reasonable
Relationship Of The Parties. The relationship
between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and
neither Party shall have any authority of any kind to bind the other in any respect.
Notices. Unless otherwise specified in
if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
No Waiver. Our failure to enforce any part
Headings. The headings in these Terms of
Use are for reference only and do not affect the interpretation of this Agreement.
No Construction Against Drafter. The Parties
Electronic Signatures. By using the Services
you agree to transact electronically through the Site. You agree your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action,
constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature and that the lack of such certification or third party verification
will not in any way affect the enforceability of your electronic signature.
If you decline to use an electronic signature, you will be able to print
your forms and sign them by hand, but will also be required to deliver the hand signed forms to us.
After authorizing the use of your electronic signature you may still withdraw
your consent. To do so you must contact us for our withdrawal procedures, and to understand any consequences or fees which may apply.
Effective Date: July 16, 2018