The following terms and conditions are entered into by Ducknowl LLC, a limited liability company organized under the laws of the state of Illinois, USA (“we or us”), and any individual (“candidate user” or “you”) that has been invited to engage in any employment applicant screening by our staffing company or direct employer users through www.ducknowl.com (“Website”), as may exist from time to time. Access and use of our website is hereinafter referred to as the “services”. All staffing company or direct employer users that invite you to participate in any applicant screenings to fill potential jop opportunities are hereinafter collectively referred to as “recruiter users.” These terms shall apply to use of the services by individual candidate users only.
Non-Exclusive, Limited Access Rights
Subject to your continued compliance with the terms and conditions of this Agreement, You are hereby granted a non-exclusive, non-transferable and revocable license and right to access and use the Services and all features made available thereunder, from time to time, in order to use and access all online video and technical screening services You are invited to participate in by any Recruiter User, or audio files, graphics, images or any other materials or applications (including any mobile applications) made available to You (“Materials”), if any, for your use in connection therewith.
You are not authorized to: (i) resell or sublicense, outsource, time-share or rent the Services or any separate component thereof or any Materials; (ii) distribute, transmit, or publish any portions of the Website to the public or download (other than page caching) or modify any portion of the Website in any form, format, or method; (iii) modify, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile the Services or any portion thereof or any Materials or otherwise attempt to discover any source code, algorithms, or use unauthorized versions of the Services or any Materials for purposes including (without limitation) building a product or service similar to or competitive with the Services or to gain unauthorized access to the Services; or (iv) otherwise use the Services or any Materials as part of a product or service for any commercial use or purpose whatsoever or in any way exploit any of the Services, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to your use of the Services. You are being granted with rights to access and use the Services and all Materials or limited purposes described herein and no portion of the Services and/or Materials are being sold to You. Except as expressly stated herein, this grant of License does not convey any other rights in and to the Services or any Materials contained on restricted portions of this Website, express or implied, or ownership of any applicable Materials or any intellectual property rights. All rights not expressly granted herein are reserved by us.
Your ability to access and use the Services may require the payment of third party fees and charges (including but not limited to fees and charges such as telephone toll charges, airtime charges or Internet service provider fees, or fees or taxes imposed on Internet services, including any sales or use taxes, by governmental agencies). You are responsible for paying all such fees, charges and taxes. We are not responsible for any equipment you may need to be able to access or use of the Services.
Candidate User Services Obligations & Restrictions
Our Recruiter Users directly communicate to You through our Platform by sending You an invitation to participate in a video and/or technical screening. (Details of terms of employment including applicable rates of pay or union agreement, etc. will be made available by Recruiter Users as they may determine). You will receive an email with a link to the requested test. To ensure that You are the person taking the test, we employ technology that captures random photos and your screen behavior. Technical screenings for Recruiter User questions may be answered by You at any time after receiving an invitation to participate in the screening. Ducknowl LLC shall not be held liable for the non-receipt or delayed receipt of any messages sent to You by any Recruiter Users including, but not limited to, in connection with invitations to conduct in any video or technical screenings. You agree to supply the subject Recruiter User with all requested personal information legally required to be obtained by any hiring entity or as may otherwise be requested by such Recruiter User. This may include, but is not limited to, evidence of your right to work, your full legal name, date of birth, social security number and your current address and including copies of any photo or other identification requested (“Compliance Information”).
No Employment Relationship
When You are hired as an employee of any Recruiter User in connection with placement through our Platform, You will be employed directly by the hiring entity and not by us. The hiring entity may by the Recruiter User as a direct employer or may be a third-party customer of any staffing company Recruiter User. We shall have no responsibility to You whatsoever for providing You with any compensation, benefits or other consideration promised to You in connection with any given job posting by a Recruiter User that You elect to accept.
No Employment or Job Placement Liability
We shall have no liability to You for any information provided in connection with every job opportunity seeking to be filled by any Recruiter User through the Services, including rates of pay, any applicable union agreements, dates, location and any other terms. You have the right to decline any invitation to conduct any technical or video screening. Please note that using our services does not guarantee employment/JOB PLACEMENT WITH ANY RECRUITER USERS who have invited you to screen for any open positions such recruiter user is seeking to fill. We shall have no liability to You whatsoever of any kind for any type of damages You may incur for the lack of any actual job offers extended to You by any Recruiter User after completion of any video or technical screening You participate in, or for any termination of any accepted employment by You in connection with your use of the Services.
Candidate User Data Disclaimer
We shall not have any liability to You whatsoever for the collection of any data that may personally identify you, either by itself or when aggregated with other data, by any Recruiter User using our Services including, but not limited to, any images or videos of You collected from any recorded applicant video screenings and/or any technical screenings data results You provide.
We do not monitor any Recruiter User activity occurring in connection with the use of any data any Recruiter User may collect through your use of the Services generally, and we shall have no obligation to You to do so.
Intellectual Property Notice
All logos or any other trademarks, trade names or service marks, whether marked or unmarked, and/or any software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets, tags and metatags and other material which is protected by copyright, trademark or other proprietary rights by us or affiliates or other third parties. No such content may be used without our prior written consent. We retain all right, ownership, title and interest in all content, whether or not we have registered for or has been granted any such protections under any state and/or Federal law.
Termination of Services
We can terminate your use and access of the Services by sending you a notice of termination to the e-mail address included in your log-in information (which notice shall be effective upon being sent by us) if: i) You violate or breach one or more provisions of this Agreement; or ii) we determine in our sole and exclusive judgment that terminating your access to our Website or Services is advisable for security reasons, to protect us from liability, or to maintain the continued normal uninterrupted operation of our Website and/or the Services; or iii) if we determine in our sole judgment that continuing the operation of the Services and/or Website is no longer desirable or in the best interests of the operators of the Website. Once this Agreement is terminated for any reason, your license to use the Services shall terminate and shall otherwise be revoked by us. We will retain any of your personally identifiable information only for so long as is reasonably required to fulfill the purposes for which it was collected, but data retained in backups will be removed only as the backups are purged in the normal course of our backup procedures.
Indemnification by You
You hereby agree to defend, indemnify and hold us, our officers, directors, employees, consultants, agents, representatives, joint venture or joint venture partners, attorneys or any parent, subsidiary or other entity controlled or owned by us, harmless from and against any and all claims, liabilities, damages or costs (including without limitation fees, costs and other expenses of attorneys and expert witnesses) arising out of or in any way related to: (i) any breach of this Agreement by You; (ii) your use of and access of our Website and use of the Services; (iii) any actual or alleged violation by You or by any person using your user account information (whether or not such use is authorized by You) of this Agreement or any applicable law, or any intellectual property, proprietary, privacy or other right of any third party; or (iv) your negligence or willful misconduct.
Website Down Time Disclaimer
While we strive to keep downtime to a minimum, from time to time the Website and the Portal may be unavailable, whether due to periodic maintenance or otherwise. We shall not be liable to you for any downtime caused by any of the following: (i) periodic maintenance (notice of which will be posted in advance on the Website at the point of user log-in and/or e-mailed to the e-mail address contained in your primary Log-In Information), (ii) any reason described in our section regarding Force Majeure, or (iii) your inability to connect to or to access the Website or the Portal due to problems related to your PC hardware, software, network, network setup or security, or your Internet service provider or any other similar problem.
The services are being made available on a “as is” and “as available” basis, “with all faults” and are being provided without any warranties, guarantees or representations of any kind, either express or implied, including the warranties of merchantability or fitness for a particular use or purpose. Without limiting the generality of the foregoing, we make no warranty regarding the quality, usefulness, reliability of or performance of the services or that the services will meet your expectations of use. You agree to assume the sole risk associated with your use of the services.
We do not warrant that the services are appropriate or legal in your jurisdiction. We are not responsible for any unavailability, interruption or delay of any servers or with telecommunications or third party services (including dns propagation) necessary to host our website and/or to provide access to any services or materials made available through our website, under any circumstances. The use of the services and the materials therefrom shall be done solely at your own discretion and risk and with your understanding that you will be solely responsible for any damage to your computer system or any loss of data or any other harm that results from such activities. We shall have no responsibility for any failure that arises out of your use of the website and the services with any hardware configuration, platform or operating system, including without limitation any failure related to or arising from your inability to connect to or to access the website or services due to problems related to your computer, hardware, software, network, network setup or security, or your internet service provider or any other similar problem.
Limitation of Liability
You agree that Ducknowl LLC, our managers, members, employees, affiliates, agents, attorneys, successors and/or assigns (as applicable), shall not be liable for any indirect, special, consequential, incidental or any other damages of any kind other than actual, direct damages including, but not limited to, any lost profits or revenues, lost data or lost goodwill arising out of or relating to this agreement or your access and use of the website or the services.
In addition, and without limiting the generality of the foregoing paragraph, we shall have no liability to you for any kind of damages of whatever kind or nature including any direct damages for: (a) any interruption or termination of your use of the services for any reason whatsoever; or (b) the collection and use of any data that may personally identify you collected in connection with your use of the services by any recruiter user or their third-party employer clients including, without limitation, any candidate personally identifiable data that is sent, received, held, released or otherwise collected by any recruiter user; or (c) for the lack of any offers made to you by any recruiter users to fill any jobs/positions (whether as an employee or independent contractor); or (d) the negligent or willful conduct by you or by any third-party including our recruiter users or their employees and/or agents in connection with any job you elect to accept through your use of the services. You agree that we shall not be liable to you as stated herein regardless of the cause of any such damage or the nature of any claim, whether for breach of contract, by statute, for any tortious conduct (including, without limitation, negligence and strict liability) or by any other legal theory, whether or not the company has been advised of the same.
Waiver of Unknown Claims
By accessing the services, you understand that you may be waiving rights with respect to claims that are at this time known or unsuspected, and in accordance with such waiver. Accordingly, you agree to waive your rights under any laws that otherwise might limit your waiver of such claims, including California civil code section 1542 if you are a resident of the state of California, or any other applicable state laws
Exceptions to Disclaimers & Limitations
Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to you. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
Compliance with Laws
You are solely responsible for compliance with any laws applicable to your use of the Services. You agree to comply with all applicable laws and regulations of the United States and the various states. Access and use of this Website from any jurisdictions where the services being provided are illegal is strictly prohibited and we shall have no liability to You whatsoever in such case.
Restricted Access and Use
The Website and the Services may not available in certain countries or to certain persons, the identity and composition of which may change from time to time in the sole discretion of us including, without limitation, in order to comply with current applicable laws and regulations. We reserve the right to deny access to and use of the Site and the Services to any country, jurisdiction, geographic region, or person at any time and for any reason whatsoever, including without limitation to comply with applicable law.
We maintain a secure database of all of our Candidate Users’ personal information. All information including your Candidate User Content, contact details and employment history information is visible to our third-party Recruiter-users to secure work opportunities for you.
We have no control over, and shall have no liability to You whatsoever for, whether and in what manner any third partY RECRUITER users or any of their clients, as applicable, use any of your PII (OR NON-PII DATA) COLLECTED BY ANY OF THEM THROUGH YOUR USE OF THE SERVICES, either by itself or in the aggregatE, IN A MANNER THAT identifIES you.
B. Authority. If You are accepting these terms on behalf of another person or a legal entity including your business, You represent and warrant that You have full authority to bind that person, company, or legal entity to these terms and otherwise have authority to enter into this Agreement.
C. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
You agree to give up your rights to bring any claims relating to this agreement other than to protect your intellectual property and/or your use of this website and/or the services before a court of law or other legal tribunal and to resolve all disputes or claims exclusively by arbitration. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, any and all claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and us, our agents, employees, principals, directors, officers, shareholders, members, managers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement.
Any arbitration proceeding shall be brought and heard exclusively in Cook County, State of Illinois, USA. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or us. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorney’s fees and all arbitration fees, to the prevailing party, notwithstanding the then current rules of the AAA. You agree that a written notice requesting arbitration must be provided to us within one (1) year after the acts or occurrences supporting such a claim, without tolling for a failure to discover such act or occurrence. If You do not send a written notice to us within the requisite one (1) year period, that claim (or those claims) shall be waived and released and You shall be forever barred from asserting that claim (or those claims) in the future.
E. Venue & Choice of Law. Any and all claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or your use of this Website and/or the Services may only be brought exclusively in a federal or state court situated in Cook County, Illinois, USA. and You hereby expressly agree to submit to the personal jurisdiction of such court and consent to extra-territorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration of allowing access to and use of this Website by You. This Agreement shall be construed and enforced in accordance with the laws of the state of Illinois, USA, without regard to any applicable conflict of laws principles and without regard to any applicable International laws, treaties or regulations.
F. Waiver. The waiver by us of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver of any other or subsequent breach by You.
G. Prior Dealings. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of or interpretation of any provision contained in this Agreement.
H. Assignment. This Agreement inures to the benefit of and is binding upon the parties and their successors and assigns. You may not assign, delegate or otherwise transfer all or any part of your rights or obligations under this Agreement without prior written consent by us. Any such attempted assignment, delegation, or transfer will be null and void.
I. Survival. Any provisions in this Agreement which by their nature extend beyond the termination or expiration of any license to use the Services will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assigns.
J. No Joint Venture or Partnership. Nothing in this Agreement will be construed as creating a joint venture, partnership, agency or employment relationship between the parties to this Agreement, nor will any party have the right, power or authority to create any obligation or duty, express or implied, on behalf of any other party.
K. Force Majeure. We shall not be liable for any delay or failure in our performance under this Agreement due to Force Majeure, which shall mean acts of God, earthquake, labor disputes, changes in law, regulation or government policy, riots, war, fire, flood, insurrection, sabotage, embargo, epidemics, acts or omissions of vendors or suppliers, transportation difficulties, unavailability of interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed to host this Website or otherwise fulfill our obligations to You under this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SERVICES.