GreySource.com Website Terms and Conditions

This Agreement (“Agreement”) governs all users of www.greysource.com (“GreySource”) and any and all related Web sites (collectively, the “Service”). The terms and conditions of this agreement along with such additional terms and conditions, will be referred to as the “Terms”. Your use of the Service constitutes your agreement to all of the Terms of this Agreement. If you do not agree to all of the terms and conditions of this Agreement, do not use www.greysource.com.

1. Users

By registering to use the Service, the individual or company so registering becomes a Service user (a “User”). As a User, you will be given access to the GreySource site, and the functionality related to your user type. GreySource reserves the right, at its discretion, to change, modify, add, or remove any of these Terms, in whole or in part, at any time. Please check the Terms periodically for changes. User’s use of the Service after such Terms are posted will mean that User accepts such Terms.

2. User Eligibility

This Agreement is a legal agreement between GreySource and the User of the Service. This Service is only available to individuals who can form legally binding contracts under applicable law and to companies. Without limiting the foregoing, the Service is not available to minors or to temporarily or indefinitely suspended Users. If you do not qualify, please do not use the Service. Any User of this Service represents that he or she accepts these Terms and intends to be personally bound by the Terms. If the User does not intend to be personally bound, then User should not use the Service. Each User represents that all information supplied by him or her is true and accurate. GreySource may refuse its Service to anyone at any time or remove any User from the Service at any time, in its sole discretion.

3. Service is Only a Venue

The Service acts as a venue for employers seeking employees, independent contractors, and consultants (“Employer Users”) with possible employment candidates, independent contractors, and consultants (“Candidate Users”). GreySource is not involved in any actual hiring decision on behalf of an employer or position acceptance on behalf of any candidate. As a result, it has no control over the ability of employers to hire employees, independent contractors, or consultants and it has no control over the ability of any candidate to provide services or to perform in any particular position. We recommend that users perform their own due diligence before hiring or conducting any business with another user. In the case of a dispute between users, GreySource encourages the users to communicate directly to handle any disputes between them. Employer Users posting jobs are responsible for ensuring that their job offering complies with employment regulations. Employer Users are encouraged to seek legal advice from a qualified professional about these regulations prior to posting in the job posting section.

4. Information Provided by Users

All information provided by Users, including the information contained on User profiles, are the property of that User. Users grant an unlimited free license to GreySource to use the information submitted on GreySource. Users may not post or submit any copyright material that they do not have the right to use. User shall indemnify and hold harmless GreySource should any post or submission by that User be subject to an intellectual property dispute, including any costs and fees reasonably incurred by GreySource in making a defense or reaching settlement.

5. Registration and User Information/Privacy

As part of the registration process, User shall be asked to provide certain information. GreySource may disclose to third-parties certain aggregate information contained in such User’s registration application, but GreySource will not disclose User’s name, address, email address or telephone number without User’s prior express consent, except as required by law or as may be set forth in GreySource’s Privacy Policy. Postings, and all other communication with GreySource, are not private. User grants GreySource and its designees the unrestricted right to use, reproduce, modify, translate, transmit and distribute any information or material User supplies or communicates to the Service via such postings, in any medium now in existence or hereafter developed, for any purpose, including commercial uses. Consult the GreySource Privacy Policy for more details regarding GreySource’s use and dissemination of registration and User information.

6. Fees for GreySource

The home page and other public pages of GreySource are free to access.

Posting to the GreySource job board is not free. To post to the GreySource job board, potential Employer Users must submit an application and the posting must be accepted for publication. Potential Employer Users may request a copy of the application and the publication criteria by sending the request to admin@greysource.com or calling the administrative office at (612) 278-3994. GreySource reserves the right to refuse Employer User privileges to any person, including job posting publication, at its discretion. The fees for Employer User use on the GreySource website are dependent on the membership and functionality level. Potential Employer Users may request the functionality and pricing for the current membership levels by sending the request to admin@greysource.com or calling the administrative office at (612) 278-3994.

7. Use of the Service

The Service may be used only for lawful purposes. GreySource specifically prohibits any use of the Service for unlawful purposes, and User agrees not to use the Service for any unlawful purposes, or for posting any incomplete, false or inaccurate information, or any obscene, indecent or offensive language or to place on the Service any material that is false, defamatory, abusive, harassing or hateful. In addition, User agrees not to alter, remove, or obscure any notices or markings from the Service, including all screen displays and downloadable documentation, including without limitation, copyright, trademark, or confidentiality notices, or ownership notices. User may not: (a) modify, translate, produce a source listing, decompile, disassemble, or reverse engineer the Service or any portion thereof; (b) create derivative versions of any part of the Service; (c) rent, transfer, distribute or grant any rights in the Service in any form; or (d) use the Service for any purpose that GreySource deems to be inappropriate.

8. Proprietary Materials

The Service contains proprietary materials such as logos, text, software, photos, video, graphics, music and sound. As between GreySource and User, GreySource is the owner or licensee of all such proprietary material and all intellectual property rights therein, including without limitation, copyrights and trademarks. In using the Service, User agrees not to upload, download, distribute, or reproduce in any way any such proprietary materials without obtaining GreySource’s prior consent.

9. User Materials

In using the Service, User may be able to post on the Service materials for other users to view or links to other sites. Only public domain files and files in which the author has given express consent for online distribution may be made public. User acknowledges and agrees that User is solely responsible for the form, content and accuracy of any content or information placed by User on the Service or through links added by the User. User represents and warrants that such content and information shall not: (a) be fraudulent; (b) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (d) be defamatory, abusive, threatening or harassing, offensive, obscene or sexually explicit; (e) detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; or (f) advertise, offer or describe goods or services prohibited by GreySource. GreySource will not be held liable for any content or information posted by User on the Service. GreySource automatically tracks certain information from its Users. This information includes the URL that the User came from, what browser the User is using, and the User’s IP address. Many web sites automatically collect this information. We gather and use User’s IP addresses to help diagnose problems with our server, and to administer our service.

10. Links to Third-Party Sites

The Service may contain links to Web sites operated by parties other than GreySource (“Third-Party Sites”). GreySource’s links to such other sites does not imply any endorsement of the products, services or material on such Third-Party Sites or any association with their sponsors or operators. GreySource expressly disclaims all content, services and products available through such Third-Party Sites. Linking to any other service or site from GreySource is at your own risk.

11. Indemnification

User will indemnify and hold GreySource and its affiliates, employees, agents and representatives, harmless for any losses, costs, liabilities and expenses (including reasonable attorney fees) against GreySource arising out of (A) any use of the services, third-party sites, or related goods or services; (B) any breach of the terms by User; and (C) any uploading, downloading, or reproduction of any content or date from the service of any third-party site.

12. No Warranty

User expressly acknowledges and agrees that its use of the Service, any services or goods obtained, or sites linked to through the use of the Service, and any data transmitted through the Service is at the sole risk of User. GreySource does not provide or make any undertaking or representation with respect to any User or as to the quality or nature of any of the services purchased through the Service or any other representation, warranty or guaranty. GreySource does not conduct an admission procedure to determine if a potential Candidate User in the general resume board would be appropriate for hiring by a GreySource Employer User and GreySource does not warrant that Users will perform as expected; nor does GreySource make any warranty as to the results that may be obtained from use of the Service or its content or as to the accuracy or reliability of any information obtained through the use of the Service. The services are provided “as is” without warranty of any kind. GreySource, its licensors and suppliers expressly disclaim all warranties, express or implied including but not limited to, the implied warranties of title, merchantability, non-infringement, and fitness for a particular purpose. Neither GreySource nor its licensors nor suppliers warrant that the operation of the service will be uninterrupted, error free or without breaches of security. Some jurisdictions do not allow the exclusion of limitation of implied warranties, so in these jurisdictions the above limitations of exclusions may not apply to the user.

13. Limitation of Liability

In no event will GreySource be liable to User or any party for any incidental, consequential, special or indirect damages arising out of the use, availability or unavailability of the service or any other services or goods obtained through use of any of the foregoing, of any data transmitted through the service, even if GreySource has been advised of the possibility of such damages. User agrees that GreySource will not be liable for any potential malpractice committed by any consultant or professional obtained using the service. GreySource’s entire aggregate liability arising out of these terms of the service shall be limited to one hundred dollars ($100). Some jurisdictions do not allow the exclusion or limitation of certain damages, so in these jurisdictions the above limitations of exclusions may not apply to User. These Terms give User specific rights and User may also have other rights, which vary, depending on the jurisdiction.

14. General Compliance with Laws

User shall comply with all applicable laws, statutes, ordinances and regulations regarding its use of the Service.

15. Headings

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

16. No Agency

No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created between User and GreySource by the Terms.

17. Notices

Except as explicitly stated otherwise, any notices to GreySource regarding this Agreement shall be sent to admin@greysource.com. Any notice to User shall be given to the name and address or email address submitted at the time of User’s registration. Notice shall be deemed given immediately upon sending in the case of email and three (3) days after the date of mailing in the case of postal mail.

18. Export Control

GreySource controls and operates the Service from its offices in the United States of America and makes no representation that the content or services are appropriate for use in other locations. User agrees to comply with all U.S. and other export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required. If User uses the Service from other locations, User is responsible for complying with any applicable local laws, including but not limited to the export and import regulations of other countries.

19. Governing Law

This Agreement, the Terms, the Services and any modifications thereto may not be assigned or in any way transferred without the prior written consent of GreySource. The terms of this Agreement shall be construed in accordance with the substantive laws of the State of Texas, United States of America, without giving effect to the principles of conflict or choice of law of such state. Each User hereby consents to the exclusive jurisdiction and venue of courts in in Hennepin or Ramsey County, Minnesota, or Harris, Fort Bend, or Waller County, Texas, at the sole discretion of GreySource, in all disputes arising out of or relating to the use of this Service. The original of this Agreement has been written in English. The parties agree to waive any statute, law, or regulation that might provide an alternative law or forum or to have this Agreement written in any language other than English. GreySource and User exclude the United Nations Convention on Contracts for the International Sale of Goods from this Agreement.

20. Severability

If any provision of the Terms is found to be invalid, illegal or unenforceable by any court having competent jurisdiction, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and the remaining valid, legal, and enforceable provisions will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal, or unenforceable provision.

21. Waiver

No waiver of any of the Terms shall be deemed a waiver of any other such Terms set forth herein.

22. Entire Agreement

The Terms constitute the entire agreement between User and GreySource with respect to the subject matter covered herein, including use of the Service and any subject matter therein, and supersede all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. This Agreement may not be modified except by a written agreement signed by authorized representatives of both parties.

23. Termination

GreySource may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate User’s use of all or any portion of the Service if User breaches the Terms, or at any time or for any reason, at the sole discretion of GreySource.

24. Disclosures

The Service hereunder is offered by GreySource, LLC at 10319 Latta Creek Drive, Katy, Texas 77494. If you live in the United States, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.