Essteem Terms Of Service
Last Revised: August 27, 2017
Welcome, Intended Audience
2. Your Responsibilities
3. Third Party Agents
4. Third Party Services
5. Shortlist And Request Process
6. Payments And Refunds
7. Limitations On Liability
9. Intellectual Property Rights
10. Licensing To Essteem
11. Disclaimer Of Warranties
14. Partners Specific Terms (Recruiters)
15. Members Specific Terms (Candidates and Referrers)
16. Geographic Specific Provisions : France
“Candidate” : Every Member applying to a Job offer.
“Nonprofit Account” : Every account attributed to a nonprofit organization, which is a Partner of Essteem.
“Company Account” : Every account attributed to a company, which is a Partner of Essteem.
“Seed” : Any amount of money that the Referrer gives to a Nonprofit of his/her choice.
“Pledge” : Any amount of money that the Recruiter gives to a Nonprofit of its choice.
“Company” : Any legal entity owning a Company Account.
“Information” : All technical, business, financial or any other kind of information received or transferred at the moment of the signature or of the execution of this agreement.
“Member” : Any individual registered on Essteem Platform who has agreed to the Essteem Terms of Service and owning a Member Account.
“Job offer” : Any position to be filled or about to be created and available via Essteem Platform.
“Nonprofit” : Any legal entity owning a Nonprofit Account.
“Partner” : Any legal entity registered on Essteem Platform and who has agreed to the Essteem Terms of Service and that owns a Partner Account (either a Nonprofit or a Company).
“Essteem Platform” : The online platform, including the Essteem.com website and all affiliated sites, enabling the connection of several parties, by means of computer algorithms, in particular for the purpose of the completion of this contract.
“Prize” : The amount of money paid by the Recruiter to Essteem at the moment of the recruitment made via Essteem Platform, in exchange of Essteem business services.
“Reward” : The amount of money that Essteem transfers to the Referrer in reward of his/her reference which resulted in a recruitment.
“Recruiter” : Any individual or legal entity whose Job offers are published on Essteem Platform.
“Referral” : Action(s) of referring one or several Candidates to a Job offer via Essteem Platform.
“Referrer” : Any Member or legal entity who refers at least one Candidate to a Job offer.
“Referee” : Any person referred by a Referrer to a Job offer, either remaining a Candidate or becoming a Referrer eventually.
“Chain” : A group of Referrers that recommend each other to find the adequate Candidate and therefore form a Chain of referrals.
Welcome; Intended Audience
Welcome, and thank you for visiting Essteem (Essteem, Inc. or as used herein: “Essteem”, “We”, “Our”, or “Us”). When You (“You” individually or the entity that You represent) use our website (the “Site”) or the Essteem recruiting service (collectively, the “Service”), you are agreeing to our terms, so please take a few minutes to review the Terms of Service (the “Agreement”) Below.
In registering for an account on the Site, you agree to (1) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form (“Registration Data”), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account whether performed by You or a third party. If you provide any Content (“Content” means any information that you post, transmit or submit through our Service) that is untrue, inaccurate, not current, or incomplete, or Essteem has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, Essteem has the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by Essteem, or if you have been previously banned from the Site or Service.
For more specific details on registration please see either the Members Specific Terms (Candidates and Referrers) found here (“Member”: Any individual registered on Essteem Platform who has agreed to the Essteem Terms of Service and owning a Member account. It can be either a Candidate or a Referrer) or Partners Specific Terms (Recruiters) found here (“Partner”: Any legal entity registered on Essteem Platform and who has agreed to the Essteem Terms of Service and that owns a Partner account. It can be either a Nonprofit Organization or a Company-Recruiter).
2. Your Responsibilities
You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Essteem. Remember when using Essteem we ask you to act reasonably and responsibly with others, within the bounds of decency and in compliance with all applicable laws. We may suspend or terminate your access to the Service if you violate, or we suspect that you are violating, any of the terms and conditions of this Agreement or any applicable laws. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner. When using our Site and Service you agree that you will not (1) copy, distribute, or disclose any part of the Site, including by way of automated or non-automated “scraping” (2) use any automated systems including “robots” and “spiders” (3) interfere with or compromise our systems’ integrity or decipher any server transmissions (4) impose any unreasonably large load on our infrastructure (5) upload viruses, worms, or invalid data to the Service (6) collect or retain any personally identifiable information contained in the Service (7) access the Service by any means other than authorized herein, including virtual private networks which are expressly forbidden (8) stalk, harass, bully or harm others (9) impersonate any person or entity (10) hack, spam, phish, or otherwise provide untruthful, false, fraudulent, manipulative, or inflammatory content
For more specific details on your responsibilities please see either the Members Specific Terms (Candidates and Referrers) found here (“Member”: Any individual registered on Essteem Platform who has agreed to the Essteem Terms of Service and owning a Member account. It can be either a Candidate or a Referrer) or Partners Specific Terms (Recruiters) found here (“Partner”: Any legal entity registered on Essteem Platform and who has agreed to the Essteem Terms of Service and that owns a Partner account. It can be either a Nonprofit Organization or a Company-Recruiter).
3. Third Party Agents
You may permit third party agents to access, use and/or operate the Service on Your behalf (“Third Party Agents”) for the sole purpose of delivering services to You, provided that You will be fully responsible for Your Third Party Agents’ compliance with terms and conditions of this Agreement and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by You.
4. Third Party Services
Essteem may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, “Third Party Service(s)”) which may provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Essteem network. Such Third Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to your use of any such provided Third Party Services. You are responsible for evaluating whether you want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Essteem network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because you may give the operator permission to use your information outside of what You have agreed to herein. Essteem is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.
5. Shortlist And Request Process
Essteem provides Candidates and/or Referrers a location and the software tools to enable them to find and connect with Recruiters. Candidates and/or Referrers and Recruiters are solely responsible for any issues arising from the use of the Essteem Shortlist software or their use of Service. Any agreements created between a Recruiter and a Candidate and/or Referrer are not binding on us. We are not liable for, or obligated to enforce, any agreements between a Recruiter and a Candidate and/or a Referrer. You will not consider Essteem, nor will Essteem be construed as, a party to such transactions, whether or not Essteem receives some form of remuneration in connection with the transaction, and Essteem will not be liable for any costs or damages arising out of or related to such transaction. No contractual obligations are created for either the Candidate and/or the Referrer or the Recruiter through the use of the Service. The Candidate and/or Referrer is not obligated to accept the Request or Job offer. Additionally, Requests submitted by a Recruiter to a Candidate through the Request process are not binding on the Recruiter. In the event that the Candidate receives several Requests, the Candidate may choose which Recruit, if any, he or she wishes to contact.
5.2 Partners Specific Process (Recruiters)
For more specific details on Shortlist and Request process please see the Partners Specific Terms found here.
5.3. Members Specific Process (Candidates and Referrers)
For more specific details on Shortlist and Request process please see the Members Specific Terms found here.
6. Payments And Refunds
6.1. For Partners (Recruiters)
For more specific details on Payments and Refunds please see the Partners Specific Terms found here.
6.2. For Members (Candidates and Referrers)
For more specific details on Payments and Refunds please see the Members Specific Terms found here.
6.3. Changes In Fees And Billing Methods
Essteem reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you.
7. Limitations On Liability
Essteem is not liable for (1) any content posted by Partners or Members on our Site or Service; (2) contracts, contractual obligations, or other obligations that may arise from an employment, contractor, or other relationship between Partner and Member; (3) any review of content posted on our Site or Service; (4) any damages that result through the use of our Service; (5) any negative or critical comments that may be posted by Partner, Member, or other third party through the Service; or (6) any of the Third Party Service(s) you may be provided pursuant to your use of the Service.
We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on our Site, although we reserve the right to do so, and to take any other action, in Essteem’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ESSTEEM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, WHETHER OR NOT ESSTEEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL ESSTEEM BE LIABLE TO A MEMBER, (REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR MORE THAN THE GREATER OF (1) THE SUCCESS FEE PAID BY THE CANDIDATE’S EMPLOYER (A RECRUITER) OR (2) $100, AS A RESULT OF THE CANDIDATE’S USE OF THE SITE AND/OR SERVICE. IN NO EVENT WILL ESSTEEM BE LIABLE TO A RECRUITER FOR MORE THAN THE SUCCESS FEES PAID BY THE RECRUITER FOR THE SIX (6) MONTH PERIOD PRECEDING THE DATE ON WHICH RECRUITER FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR CONTRACTOR OFFER MADE BY RECRUITER TO A MEMBER.
THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
7.1. Further Limitations
Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than twelve (12) months after the cause of action arises.
8.1. Confidential Information
Means non-public technical, business or other information or materials disclosed or otherwise made available by one party in connection with the Service that are in tangible form and labeled “confidential” or the like, or are provided under circumstances reasonably indicating their confidentiality. Our Confidential Information includes: (1) Login Credentials; and (2) any information or materials relating to the Service. Your Confidential Information does not include Your Content.
A party may use Confidential Information of the other party solely to exercise its rights and perform its obligations under this Agreement or as otherwise permitted under this Agreement. Each party will disclose the Confidential Information of the other party only to the employees, service providers or contractors of the recipient party who have a need to know the Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than each party’s duty under this Agreement. Each party will use reasonable care to protect the confidentiality of the other party’s Confidential Information.
The recipient’s obligations under this Section with respect to any Confidential Information will terminate if the recipient can show by written records that the information: (a) was already rightfully known to the recipient at the time of disclosure by the other party; (b) was disclosed to the recipient by a third party who had the right to make the disclosure without any confidentiality restrictions; (c) is, or through no fault of the recipient has become, generally available to the public; or (d) was independently developed by the recipient without access to, or use of, discloser’s Confidential Information. The recipient may disclose Confidential Information to the extent the disclosure is required by law or regulation or the listing rules of any stock exchange. The recipient will provide the other party notice, when practicable, and will take reasonable steps to contest and limit the scope of any required disclosure.
8.4. Continuing Obligations
You agree to keep all information gained from using our Site confidential; you agree that (1) you will use any content submitted by Members or Recruiters in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Members; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately disclose or disseminate any Job offers, or contractor opportunities which you become aware of through our Site or Service.
9. Intellectual Property Rights
The design of the Service along with Essteem created text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Essteem, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Essteem reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing any content contained within the Site or through the Service unless we have given you express written permission to do so.
10. Licensing To Essteem
You hereby grant to Essteem and its owners, affiliates, representatives, licensees, licensors and assigns (the “Essteem Parties”) a non-exclusive, royalty-free license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), service marks, trademarks and trade names through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and we may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Essteem at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to the Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to content from a variety of sources, and that Essteem is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Essteem. You further understand and acknowledge that you may be exposed to 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 the Essteem Parties with respect thereto, and agree to indemnify and hold the Essteem Parties harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.
11. Disclaimer Of Warranties
THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS. ESSTEEM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
THE ESSTEEM PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED.
YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.
You agree to defend and indemnify the Essteem Parties from and against any third party claim, including reasonable attorney’s fees, court costs, settlements, and disbursements, from or relation to (a) Your Content (b) Your use of the Service (c) Your violation of any term of this Agreement (d) Your violation of any third party rights, including privacy rights, (e) your violation of law or your users (f) use of any services provided by Third Party Service Providers (g) any findings that the Essteem Parties are employers or related employers of any Candidate, contractor employed, or retained by a Recruiter. You may not settle or compromise any Infringement Claim without our prior written consent.
13.1. Communications Decency Act
Essteem asks that you please be respectful when communicating with others through the Service. Essteem is and will not be liable for any content posted on our Site. Essteem may, but has no obligation to, monitor or review any content on the Site. Although we may choose to edit or delete any content we determine to be defamatory, we are not required to, and reserve all defenses for such content made available to us by Section 230 of the Communications Decency Act, the First Amendment to the Constitution of the United States of America, and any other applicable laws, rules, regulations
13.2. DMCA Notices
We take copyright infringement very seriously. It is our policy to terminate the account of any user who repeatedly infringes copyright upon prompt notification to Essteem by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site and/or Service in a way that constitutes copyright infringement, please provide our Legal Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim is infringing and a description of the location on the Site and/or Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for the Company’s Legal Agent for notice of claims of copyright infringement is as follows: Essteem (attention: Legal), 62 William Street, Floor 8, NY 10005, États-Unis d’Amérique; email: firstname.lastname@example.org.
13.3. Compliance and Choice Of Law
Each party will comply with all laws applicable to the actions contemplated in this Agreement, including all local, state, and federal regulations and export control laws. Subject to local laws requiring application of another law(s), this Agreement shall be governed by and interpreted in accordance with the laws of the United States, without giving effect to any principles that provide for the application of the law of another jurisdiction.
13.4. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY.
Any dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by binding and confidential arbitration. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”). The arbitration will be governed by the AAA’s Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively “Rules and Procedures”). Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and Essteem must abide by the following rules: (1) ANY CLAIMS BROUGHT BY YOU OR ESSTEEM MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; AND (2) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF.
The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 7 of this Agreement. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States federal law.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
13.5. Force Majeure
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
13.6. Severability; Headings
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Essteem shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.
We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or the any applicable law will not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
You may not sell, transfer, or assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
Where Essteem requires that you provide an e-mail address, you are responsible for providing Essteem with your most current e-mail address. In the event that the last e-mail address you provided to Essteem is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Essteem’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Essteem at the following address: Essteem Corp., to the attention of: Legal, 62 William Street, Floor 8, NY 10005, U.S.A., ATTN: Legal. Such notice shall be deemed given when received by Essteem by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
13.11. Entire Agreement
The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
13.12. Electronic Communications
The communications between you and Essteem use electronic means, whether you visit the Site or the Service or send Essteem e-mails, or whether Essteem posts notices on the Site or Service or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Essteem in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Essteem provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your statutory rights.
13.13 California Users And Residents
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Essteem must be addressed to our agent for notice and sent via certified mail to: Essteem Corp., Agent of Essteem, 62 William Street, Floor 8, NY 10005, U.S.A
PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY ESSTEEM IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the Site. We will also update the “Last Revised” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we may also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users of the Site or Service and will be effective thirty (30) days after posting notice of such changes on the Site for existing users, provided that any material changes shall be effective for users who have a registered account on the Site (“Registered Users”) upon the earlier of thirty (30) days after posting notice of such changes on the Site or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. Essteem may require you to provide consent to the updated Agreement in a specified manner before further use of the Site or the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.
14. Partners Specific Terms (Recruiters)
14.1. Description of Service For Partners (Recruiters)
As a Recruiter, you have the opportunity to find qualified talent and reduce the costs involved with hiring and retaining such talent. You may submit interview requests ("Requests") for Candidates on our Service (presented in a Shortlist) that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding contract. A Success Fee (as defined in Section 14.4 below) will only be collected from you in accordance herein after you have successfully hired a Candidate. YOU UNDERSTAND THAT ESSTEEM RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING CANDIDATE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY CANDIDATE."
14.2. Registration For Recruiters
In order to use Essteem as a Recruiter you must also register. Registration is free. When registering we may ask you for additional information related to your company and the types of Candidates you are looking for. We may also allow you to use a third party service such to register. We will review the information that you provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service.
14.3. Shortlist Process – Recruiters’ Role
“Shortlist” means periodic processes offered by the Service that Candidates will use to find new career opportunities. The Shortlists do not create any contractual obligation between Candidates or Recruiters. Shortlists allow Essteem to suggest Candidates to Recruiters who may be interested in hiring them.
After a Recruiter’s registration has been accepted by us, the Recruiter will be able to browse the Candidates on our Shortlist, communicate anonymously with these Candidates, and submit preliminary non-binding Requests. If a Recruiter hires a Candidate from our Site, the Recruiter will owe Essteem a Success Fee (as defined in Section 14.4 below). This Success Fee consists of :
a PRIZE. Prize includes the REWARD due to the Referrer(s).
and in addition to the PRIZE, a PLEDGE for a Nonprofit Partner.
Once a Recruiter has discovered a Candidate on our Site or Service, the Recruiter agrees to communicate exclusively with the Candidate through our Site and Service for the duration of the pre-shortlist, shortlist and Request process. The Recruiter and the Candidate may use other means of communication during the final hiring process. The Recruiter agrees not to attempt to circumvent our Site and Service by independently attempting to communicate and hire the Candidate through alternative means after discovering the Candidate on our Site or Service.
14.4. Success Fees
For purposes of this Agreement, “Success Fee” shall refer to Success Fees, as applicable and pursuant to Essteem’s then-current prevailing list price. Recruiter agrees to pay the Success Fees charged to Recruiter’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. Notwithstanding the foregoing, in the event of a Success Fee dispute, if a Recruiter can establish that the Recruiter had an Active Process (as defined below) with the Candidate before using our Site and Service (e.g., the Candidate had already begun the interview process with the Recruiter and such process had not been terminated, or the Recruiter had received the Candidate’s resume from an employment agency or headhunter and the Candidate was under active consideration by the Recruiter), the Recruiter is not exempted from paying the Success Fee. The final determination as to whether a Success Fee is owed by the Recruiter for an accepted Covered Offer will be at the sole discretion of Essteem. For the purposes hereof, “Active Process” shall mean continuous direct, back & forth communication, in an active recruiting or hiring context where a decision to put a candidate on hold or reject has not been made, within the three (3) months prior to using the Site or Service for a Candidate that exists in Recruiter’s applicant tracking system or that was submitted by a recruiting agency.
IF YOU ARE A RECRUITER who is using our Site and/or Service, you agree to the Success Fee provisions, and the fees, charges, and billing terms in effect at the time the Success Fee is due and payable. If you do not agree with any of the provisions of this Agreement, please terminate your account immediately and cease using Essteem. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
If a Recruiter circumvents our Site and/or Service after discovering a Candidate through our Site or Service and subsequently hires that Candidate within six (6) months of the date on which the Recruiter first viewed the Candidate on the Site, the Recruiter will pay a Success Fee equal to 25% of the 1st year base salary or prorated contractor compensation of the Candidate and Essteem may, in its sole discretion, terminate the Recruiter’s account.
14.5. Payment For Recruiters
Once we have accepted the registration of a Recruiter, the Recruiter will be able to make Requests and contact (through the Service) Candidates listed on our Site and Service (presented in a Shortlist). If a Candidate identified through use of our Service accepts a Covered Offer within six (6) months of the date on which the Recruiter first viewed the Candidate on the Site, the Recruiter will be charged a Success Fee.
As a Recruiter you agree that :
(1) if you make a Covered Offer, you shall (a) immediately inform Essteem, (b) execute a document between you, Essteem and Candidate that states material employment terms, including, among other things, Start Date, key terms and compensation, promptly upon the signing of a Covered Offer employment offer letter between you and such Candidate (the “Effective Date”), as requested by Essteem, and (c) proceed to the payment of the Prize due to Essteem.
(2) you will promptly notify Essteem should the Start Date or offer terms change at any time, and
(3) you will promptly notify Essteem after termination of the Candidate’s employment as an employee, intern, coop employee, consultant or contractor (“Employment”) in the event that (a) such Employment is terminated based on unsatisfactory performance within ninety (90) days of the date on which it commenced, (b) the Candidate voluntarily terminates Employment within ninety (90) days of the date on which Employment commenced, or (c) before the Start Date, either Recruiter or Candidate elect not to begin the Employment contemplated by the Covered Offer.
Recruiter agrees to pay the Success Fees charged to Recruiter’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. Payment is made by bank transfer, on the currency and date that were agreed upon with Essteem. Bank and exchange fees have to be paid by Recruiter.
At Essteem we value our customers’ satisfaction in using our Site and Service to hire great Candidates. If (1) a Recruiter hires a Candidate and terminates the Candidate’s Employment or Contractor Engagement based on unsatisfactory performance within ninety (90) days of the Start Date, (2) a Candidate voluntarily terminates his or her Employment within ninety (90) days of the Start Date, or (3) Candidate does not start Employment or Contractor Engagement because either Recruiter or Candidate elects not to begin the employment relationship contemplated in the Covered Offer (each, a “Termination Event”), upon written receipt and confirmation of such information, Essteem will start a new recruitment process (in the limit of just once per recruitment, and without the Recruiter having to re-pay the PRIZE to Essteem). However, the REWARD for the Referrer may be asked again to incentivize new Referrers to participate to a new round of recruitment for the same position. In any case, the payment of the PRIZE and of the PLEDGE are considered to be due, as soon as a decision for the recruitment has been taken.
No refund shall be owed to the Recruiter.
15. Members Specific Terms (Candidates and Referrers)
15.1. Description Of Service For Members (Candidates and Referrers)
Essteem is an online service that connects Candidates, Referrers and Recruiters through a non-binding interview request process for a Candidate’s services. Candidates have an opportunity to find a position with a Recruiter with transparency as to role and compensation in each interview request. Additionally, Candidates and Referrers’ use of Essteem is free, and the Shortlist process is non-binding and does not create any contractual obligations between the Recruiter and the Candidate and/or the Referrer. The Shortlist only acts as a tool for Referrers and Candidates to explore opportunities without obligation.
15.2. Registration For Members (Candidates and Referrers)
In order to use Essteem as a Candidate and/or Referrer you must register and create a profile. The use of the Site and the Service is free for Candidates and/or Referrers. When registering with Essteem, we may require you to provide us information such as your name, e-mail address, employment history, work experience, educational background and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third party service such as Github, LinkedIn or Twitter to register. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.
15.3. Shortlist Process - Members’ Role
Essteem enables its Partners to relay a Job Offer to a network of Referrers that are able to refer Candidates who might be hired. After a Member (whether it is a Referrer or a Candidate) has registered and created a profile on Essteem, he or she will be able to refer or be referred in order to create a listing for a Shortlist using software made available by us through the Service. One or several Referrers will be able to refer a Candidate to a Job Offer.
By creating a listing and using the Shortlist process, the Candidate will be able to see which Recruiters may be interested in hiring him or her. All requests by Recruiters through our Site and Service are non-binding. The Candidate agrees not to attempt to circumvent our Site and Service by independently attempting to communicate with a Recruiter that contacted or communicated with him or her on our Site or Service.
Essteem is free for Candidates and/or Referrers.
A Candidate is required to promptly notify Essteem if the Candidate :
(1) accepts an offer of employment (an “Employment Offer”), whether for an indefinite or fixed term,
(2) accepts an offer of employment as a contractor (a “Contractor Offer”), whether for an indefinite or fixed term (each, a “Contractor Engagement”),
(3) accepts an Employment Offer or a Contractor Engagement during or within six (6) months after termination of an Internship of any duration, (a) with a Recruiter who was identified by the Candidate through the use of our Site or Service, or (b) from a Recruiter who identified the Candidate through the use of our Site or Service,
(4) accepts an Employment Offer made by a Recruiter during or within six (6) months after termination of a Contractor Engagement with such Recruiter (each, a “Covered Offer”).
For Employment Offers for full time employment of an indefinite term, the Referrer will receive a payment (the “Reward”) based upon the PRIZE chosen by Recruiter. From this Reward, the Referrer must give a percentage to a Nonprofit, Partner of Essteem.The Referrer may choose to give 100% of his/her Reward to the Nonprofit.
The Reward will be paid by Essteem, after reception of payment (« Prize ») by Essteem from the Recruiter. Prize will have to be transferred by Recruiter, at the date of decision of recruitment by Recruiter. The date on which a Candidate commences work under an Employment Offer or Contractor Engagement is the “Start Date”.
Notwithstanding anything else to the contrary in this Agreement, no Reward will be due or paid to any Referrer who fails to provide Essteem all of the following within one hundred twenty (120) days of the Start Date for Candidates or one hundred twenty (120) days of the Completion Date for contractors: all banking information necessary for electronic payment, including but not limited to the bank name, address and account number to which the payment should be made.
A Referrer is only eligible to receive one payment per Recruitment. If there are several Referrers (a “Chain”), payment is split across them.
Revenue from your Referrer’s activity (financial gain following the validation of relevant Candidates’ applications) may be subject to either income tax or corporation tax, as well as to different taxes. For more information, you should approach the tax administration or any competent professional (tax attorney, accountant, ...).
Essteem does not provide any legal advice on tax conditions or their payment implications.
If you are a Candidate who is using our Site and/or Service, you agree that :
(1) if you receive a Covered Offer, you shall (a) immediately inform Essteem, (b) notify Essteem of your Start Date and the key terms of such Covered Offer (and notify Essteem promptly should that Start Date or offer terms change at any time),
(2) you will promptly notify Essteem after termination of your employment as an Candidate, intern, coop employee, consultant or contractor (“Employment”) in the event that
(a) a Recruiter terminates your Employment based on unsatisfactory performance within ninety (90) days of the date on which your Employment commenced, or
(b) you voluntarily terminate your Employment within ninety (90) days of the date on which your Employment commenced, or
(c) before the Start Date, either the Candidate or the Recruiter elect not to begin the employment relationship contemplated by the Covered Offer, Candidate shall promptly notify Essteem and Referrer(s) shall not be eligible for the related Reward.
In the event that within ninety (90) days of the date on which your Employment commenced,
(1) a Recruiter terminates your Employment (other than as part of a reduction in force) or
(2) you voluntarily terminate your Employment, and
(3) Referrer(s) have received the Reward, then the Reward is considered to be due, and no refund shall be owed to the Recruiter.
In the case that a Referrer is an employee of the Partner of Essteem (Recruiter or Nonprofit), and the partner does not wish to pay the Reward to the Referrer, there is no way that Essteem can ensure that the Referrer pays one hundred percent (100 %) of his/her Reward to a Nonprofit Partner. This should be the subject of a specific agreement between the Referrer and his/her employer, Partner of Essteem.
16. Geographic Specific Provisions : France
For those Recruiters and Candidates and/or Referrers which access the Service offering in the country listed below (France), the following provisions replace or supplement the referenced sections of this Agreement, as noted:
16.1. Add The Following Sentence To That Section 8.4 “Continuing Obligations”:
The confidentiality obligations described in clause 8 shall terminate three (3) years following the expiration or termination of this Agreement.
16.2. Replace Section 13.2 “DMCA Notices” With The Following:
13.2 Trademark Infringement We take copyright and trade mark infringement very seriously. Without liability to any user and in accordance with Article 14 of the E-Commerce Directive (2001/31/EC) as implemented in France by the Law for confidence in the digital economy we reserve the right to, at any time, with or without notice and in our sole discretion, terminate the account of any user and/or remove any content posted by any user that infringes intellectual property right(s) upon prompt notification to Essteem by the intellectual property right(s) owner or their legal representative. Without limiting the foregoing, if you believe that your work has been copied and posted on the Site and/or Service in a way that constitutes copyright infringement, please provide our Legal Agent with the following information (1) the date of your notification; (2) your names, job, address, citizenship, date and place of birth if you are a natural person or your legal form, name and registered address and legal body acting on your behalf if you are a legal person; (3) the names and address of the author of the litigious material or its name and registered address if it is a legal person; (4) a description of the infringement and a description of the location on the Site and/or Service of the material that you claim is infringing your right(s); (5) a description of the legal grounds based upon which the litigious material must be withdrawn and (6) a copy of the notice addressed to the author of the litigious material or its publisher requiring the cease and desist of the litigious material or any document which would demonstrate that the author or the publisher could not be reached.
16.3. Replace Section 13.3 “Compliance and Choice of Law” With The Following:
13.3 Governing Law. This Agreement shall be governed by the laws of France.
16.4. Replace Section 13.4 “Dispute Resolution” With The Following:
13.4 Dispute Resolution. If you are a Candidate and are unhappy with the Service which you have received from us, please contact Essteem at email@example.com. If we do not succeed to resolve the claim or dispute amicably, any of the party can pursue any matter before the competent courts.
If you are a Recruiter: If we do not succeed to resolve the claim or dispute amicably, any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Agreement where the total amount of the award sought is less than three thousand EUR. 3,000 may be resolved in a cost effective manner through mediation and, if it fails, through binding, confidential non-appearance-based arbitration. Such arbitration shall be initiated under the rules of the CMAP (Centre de Médiation et d’Arbitrage de Paris) to which the parties declare they have adhered, except to the extent such rules are in conflict with the Agreement. The arbitration seat shall be Paris, and subject to French law, with the award rendered binding on both parties. The judgement may be entered in any court having jurisdiction over the parties. The prevailing party as determined by the arbitrator will be entitled to reimbursement for reasonable attorney’s fees, expenses and costs of investigation, litigation, and arbitration from the other party. This section shall not limit either party to seek an injunction or other equitable relief as applicable. For more information on CMAP, its Rules and Procedures, and how to file an arbitration claim, you may call CMAP at +33 1 44 95 11 40 or visit the CMAP website at http://www.cmap.fr/
16.5. Replace Section 13.5 “Force Majeure” With The Following:
13.5 Force Majeure. In case of a Force Majeure event as defined by Article 1218 of the French Civil Code resulting in a temporary impediment in the performance of one party’s obligations, parties’ respective obligations will be suspended without liability for the parties. Either party may terminate the Agreement as of rights and with no liability by sending a notice to the other party by registered letter with acknowledgment of receipt, if (i) the Force Majeure event has continued for a minimum period of one (1) month; and/or (ii) when the Force Majeure event occurred, it resulted in a permanent impediment in the performance of one party’s obligations. The termination will be effective at the date of receipt of such registered letter.
16.6. Replace Section 13.9 “Assignment” With The Following:
13.9 Assignment We may assign our rights and/or obligations under this Agreement to any other entity that succeeds to all or substantial part of our business or assets to which this Agreement relates. Recruiters and/or Candidates and/or Referrers already consent to such assignment which shall, as of principle, take effect upon Essteem notifying the assignment to the Recruiter and/or Candidate and/or Referrer. Upon the effective date of the assignment of this Agreement, in the conditions mentioned above, (i) the Essteem assignor entity shall be relieved of all rights, obligations and/or liabilities vis-à-vis the Recruiter and/or Candidate and/or Referrer under the Agreement, and (ii) the assignee entity shall replace the Essteem assignor entity for the performance of the Agreement entered into the Recruiter and/or Candidate and/or Referrer.
16.7. Replace The Address In 13.10 “Notice” With The Following:
16.8. Add The Following As An Additional Section 13.15:
13.15 Exclusion of Article 1123 of the Civil Code. Parties hereby agree, and Recruiter expressly consents, to waive tits right to seek a proportional price reduction in case of partial performance of this Agreement as per the meaning of Article 1223 of the Civil Code.
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