Effective: February 28, 2019
Terms of Services
Acceptance of Terms
These Terms of Service (“Terms”) govern your use of the KFORCEconnect mobile application, kforce.workllama.com, (collectively, the “Application”), and the services, content and information provided through the Application that are owned or operated by Kforce, Inc. (together with our affiliate, “Kforce”, “we”, “our” or “us”). By accessing, downloading, installing, registering for or using the Services, or by clicking to accept or agree to the Terms when this option is made available to you, you: (i) acknowledge that you have read and understood these Terms; (ii) accept and agree to be bound by them in their entirety; (iii) are entering into a legally binding agreement with us; and (iv) acknowledge that, except as otherwise expressly provided, these Terms are solely between you and Kforce. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU SHALL NOT USE THE SERVICES.
Changes to Terms
We may revise and update these Terms from time to time at our sole discretion. All changes are effective immediately when we post them to the Application and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check the Application from time to time so you are aware of any changes, as they are binding on you.
Accessing the Services
- Scope of Services. “Services” means the Application and the services, content, functionality and information provided on or through the Application that allows employers and job seekers to interact online and assess one another in connection with their respective employment goals. The Services are for your own personal, non-commercial use only.
- Registration. You must register on this Application to apply for a job or review information about posted jobs or potential employers through the Application or to otherwise use certain features of the Application. Registration alone does not guarantee that you will be selected for any jobs. If you simply want to browse this Application, registration is optional, although all features in information may not be available to you unless you register. During registration, you will be required to provide various information including your full name, email address, mobile phone number, and password. You can select any available username, except that your username cannot be an impersonation of another person, a term that is the same or confusingly similar to a famous trademark, or a term that is offensive in any way. You may, but are not obligated to, use your own name. If you do use your own name, you consent to it being passed to others by use of certain Application functions. We reserve the right to reject or remove any username or any Kforce account in our sole discretion.
- Account Security. You assume all responsibility for your use of, and access to, the Services. You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to WorkLLama any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords.
- Information You Submit to the Application. You represent and warrant that all information you submit to us through the Application is true, accurate, current and complete and that you will promptly update your Kforce account if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us. The account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account.
- Network Access and Devices. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Application and any updates thereto. Kforce does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
License Grant and Restrictions
- License Grant. Subject to these Terms, Kforce grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access the Services through a generally available mobile device or web browser to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services or permit other users access to our Services through your account. This license may be revoked at any time for any reason, or no reason at all, at the sole discretion of Kforce.
- License Restrictions. Without the prior written approval of Kforce, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms as well as any other agreements applicable to the Services you are using. The Services provided by Kforce are licensed, not sold.
- All Rights Reserved. The Services, and all copies of the Services, are owned by Kforce or its third party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws. Kforce reserves all rights not expressly granted to you herein. You agree that you have no right to any Kforce trademark or service mark and may not use any such mark in any way unless expressly authorized by Kforce.
You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:
- Using the Services while operating a motor vehicle;
- Acts that may materially and adversely affect the quality of other users’ experience;
- Actual or attempted unauthorized use or sabotage of any computers, machines or networks;
- Introducing malicious programs into the Services, network or servers (e.g. viruses, worms, Trojan horses, etc.);
- Engaging in any monitoring or interception of data not intended for you without authorization;
- Attempting to circumvent authentication or security of any host, network, or account without authorization;
- Using any method, software or program designed to collect identity information, authentication credentials, or other information;
- Falsifying user identification information;
- Using the Services for anything other than lawful purposes including, but not limited to, intentionally or unintentionally violating any applicable local, state, national or international law; or
- Impersonating any person or entity, including, but not limited to, a Kforce representative, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
User Contributions and Standards; Copyright Infringement
- General. The Services may contain message boards, chat rooms, user web pages or profiles, forums, bulletin boards, job postings, resumes, employer/job seeker rating, messaging applications, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services. All User Contributions must comply with the Content Standards set out in these Terms. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Service, you grant us and our affiliates, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material according to your account settings. You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates, and each of their and our respective licensees, successors, and assigns.
- All of your User Contributions do and will comply with these Terms.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Application.
- Content Standards. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
- Enforcement. We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Application or the public, or could create liability for Kforce.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Application.
- Terminate or suspend your access to all or part of the Application for any or no reason, including without limitation, any violation of these Terms.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Application. YOU WAIVE AND HOLD HARMLESS KFORCE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
However, we do not undertake to review all material before it is posted on the Application, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
- Copyright Infringement. If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of Kforce to disable and/or terminate the user accounts of repeat infringers.
Suspension and Termination of the Services
- Kforce may deny or restrict your access to all or any part of the Services without notice for any reason or for no reason at all, including if, in Kforce’s sole discretion, it deems that you have engaged in any conduct or activities that Kforce, in its sole discretion, believes violates the letter or spirit of any of these Terms.
- In the event that these Terms or the Services are terminated for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Terms. Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Kforce will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by Kforce pursuant to these Terms as a result of such termination. Without limiting the generality of the foregoing, Kforce will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof.
- You may terminate these Terms by terminating your use of the Services and any related account; provided, however, immediately upon your subsequent access of the Services or creation of an account, the Terms then in effect shall become effective.
Third Party Content and Terms
- Third Party Content. We do not control, and we are not responsible for, any data, content, services, or products (including software) that you access, download, receive or buy while using the Services, including that which is provided by employers and job seekers accessing or using the Services. We may, but do not have, nor do we undertake, any obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Services, our network, the public or our users.
- App Store Terms. If you are accessing the Services through an application downloaded from the Apple App Store, you and Kforce agree to the following additional terms:
- Kforce and you acknowledge that these Terms are concluded between you and Kforce only, and not with Apple, and Kforce, not Apple, is solely responsible for the Services and the content thereof. Kforce and you agree to be bound by the App Store Terms of Service as of the effective date of these Terms (which you acknowledge you have had the opportunity to review), including without limitation the Usage Rules (as defined in the App Store Terms of Service) (capitalized terms below have the definitions given to them in the App Store Terms of Service unless otherwise defined herein).
- You may only access the Services on an iOS product that you own or control and only as permitted by the Usage Rules set forth in the App Store Terms of Service.
- To the extent set forth herein or required by applicable law, Kforce is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.
- Kforce, not Apple, is solely responsible for any product warranties set forth in these Terms, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the application to you; provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, if any, will be Kforce’s sole responsibility, to the extent not disclaimer herein.
- Kforce and you acknowledge that Kforce, not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- Apple shall in no way be responsible for any claim (including any related investigation, defense, settlement or discharge thereof) that the Services or your possession and use of the Services infringe any third party’s intellectual property rights.
- If you send or receive SMS messages through the Services, you acknowledge that standard text messaging rates or other carrier charges may apply to such use.
- If you authorize Kforce to access your Address Book on your iOS product, you acknowledge and agree that Kforce may access and use such data to share jobs with your contacts.
Relationship between the Parties
- Job Opportunity Marketplace.e Application serves as, among other things, a marketplace (i) for employers to post job opportunities, search for and evaluate job seekers and engage job seekers directly (in this case, referred to as a “Direct Employer”) or through a separate entity, Kforce Staffing Services, Inc. (in this case, referred to as a “Staffing Recipient”); (ii) for job seekers to post resumes, credentials, and certifications as well as search for and evaluate job opportunities; and (iii) for job seekers and employers and/or Kforce Staffing Services, Inc. (“WLSS”) to interact throughout the job evaluation and engagement. You are solely responsible for determining which jobs you will review or choose to accept through the Application. If you accept an assignment, and if certain details about the requested services (for example, how, when and where you provide the services) are outlined in the applicable job description, you will be required to comply with those. In connection with accepting an assignment, any relationship you may enter into with a Direct Employer or WLSS these Terms shall not constitute a contract of employment. In addition, with respect to each assignment you accept that may create an employer-employee relationship, you will be informed of the party that serves as your employer of record and you will be an at-will employee of that party. In the absence of a separate agreement between you and Kforce or any of its affiliates, Kforce and its affiliates undertake no obligations with respect to the foregoing except as expressly set forth in these Terms.
- Taxes. Unless otherwise instructed in writing by a Direct Employer or WLSS, you are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from your provision of services in connection with any job you accept through the Application.
- No Employment Relationship. Nothing in these Terms is intended or should be construed to create a partnership, joint venture, principal-agent, or employer-employee relationship between Kforce and you and you shall take no position to the contrary. Without limiting the generality of the foregoing, you are not entitled to or eligible for any benefits that Kforce, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits.
Acceptance of Job Offers and Job Performance
- Acceptance of Job Offers. The Application contains a feature that allows users to report to Kforce when they have accepted a job offer from a Direct Employer. You shall make reasonable efforts to report your acceptance of a job offer from a Direct Employer by using the functionality available through the Application. We may, in our sole discretion, incent you to report such information through the Application. You shall not circumvent, bypass or otherwise avoid using the Application to engage in any activity with a Direct Employer that can reasonably be accomplished through the Application. In consideration of your use of the Services, you expressly authorize a Direct Employer to verify to Kforce that you have accepted employment, of any kind or nature, including but not limited to hourly or salary base rates and other personal information.
- Potential Earnings. Job postings, offers, and other communications on or made through the Application may contain an estimate of potential earnings for that job. These estimates reflect the gross amount that may be earned in that job prior to taking out taxes and other deductions. These are estimates only for informational purposes and are in no way a guarantee of the amount you will earn for that job and, therefore, you shall not rely on them for any purpose.
- Job Performance. By accepting a job through the Application, you agree to use your best efforts to perform the services required by the job in a manner that is satisfactory Direct Employer or Staffing Recipient and WLSS, as applicable. Once a job seeker has accepted a job through the Application, the job position will no longer be available for performance by other job seekers who received the job notification. By accepting a job, you are agreeing to provide the services for the wage specified in the job description. Do not accept a job unless you are sure that you understand what you are being asked to deliver, can get to and from the location of Direct Employer or Staffing Recipient, as applicable, and can deliver the services during the requested time period.
Referrals & Other Reward Programs
Kforce may, in its sole discretion, periodically create and offer monetary bonuses or other rewards for use of the Services, for referring other new job seekers, or for other specific actions. The terms and conditions accompanying such offers will govern how they are earned and paid to the extent that those terms and conditions differ from or add to these Terms. You may be taxed on your receipt of cash and other consideration for job seeker referrals and other bonus or reward programs, depending on the tax laws of federal, state, and local jurisdictions. Kforce may choose to provide you with those notices and/or tax documents to you on occasion. We may also require you to provide certain information for purposes of issuing tax documents as a condition of receiving program consideration. In all instances, you will be solely responsible for any and all tax liability arising out of the consideration received for participation in these programs. You agree that all bonus or reward programs we may offer, including new job seeker referral bonuses: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Kforce; (iii) may be disabled and/or discontinued by Kforce at any time for any reason without liability to Kforce; (iv) may only be used pursuant to the specific terms that Kforce establishes for such program; (v) are not valid for cash; and (vi) may expire prior to your use. Kforce reserves the right to withhold program payments or deduct from program payments or other features or benefits obtained through the use of the bonus or reward programs, including the referral system, by you or any other user in the event that Kforce determines or believes that the use of such program was in error, fraudulent, illegal, or otherwise in violation of these Terms or any additional terms applicable to the program. In no event does the job seeker referral bonus, nor any other bonus or reward period, guarantee, entitle, or require placement of any job seeker to any assignment.
- Kforce Relationship with Direct Employers and Staffing Recipients. You understand that Direct Employers and Staffing Recipients are contractually obligated to pay Kforce and/or its parents, subsidiaries, affiliates or other related entities, financial compensation for connecting them to job seekers through the Application.
- Use and Disclosure. From time to time, you may be given access to Confidential Information in the course of using the Services or performing engagements that you receive through the Application. During the term of these Terms and at all times thereafter, you will (i) hold all Confidential Information in strict trust and confidence, (ii) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by these Terms, and (iii) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Kforce’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Kforce’s, any Direct Employer’s, or any Staffing Recipient’s respective business (including trade secrets, technical information, business forecasts and strategies, marketing plans, client (including Direct Employers and Staffing Recipients) and supplier lists, personnel information, financial data, and proprietary information of third parties, including Direct Employers and Staffing Recipients) that Kforce, the Direct Employer, and/or the Staffing Recipient considers to be confidential or proprietary or Kforce has a duty to treat as confidential.
- Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
- Exceptions. Your obligations under this Section 14 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (i) you lawfully knew prior to first disclosure to you by the protected disclosing party hereunder, (ii) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (iii) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Kforce or the applicable disclosing party, or is required by law or court order, provided that you immediately notify Kforce or the applicable disclosing party in writing of such required disclosure and cooperate with Kforce or the applicable disclosing party, at Kforce’s reasonable request and expense of Kforce or the applicable disclosing party, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
- Removal; Return. Upon Kforce’s request at any time and upon any termination or expiration of these Terms, you will promptly (i) return to Kforce or, if so directed by Kforce, destroy all Confidential Information (in every form and medium), (ii) permanently erase all electronic files containing or summarizing any Confidential Information, and (iii) certify to Kforce in writing that you have fully complied with these obligations.
Using the Services through a mobile device, you agree that information about your use of the Services through your mobile device and carrier may be communicated to us, including but not limited to your mobile carrier, your mobile device, or your physical location. In addition, use of the Services through a mobile device may cause data to be displayed on and through your mobile device. In the event you change or deactivate your mobile account, you must promptly update your Kforce™ account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing the Application through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices.
Representations and Warranties
You represent and warrant that you: (i) do and will comply with all applicable laws and regulations in connection with your use of the Services, (ii) are at least 18 years of age or otherwise over the age of majority in the jurisdiction in which you reside, (iii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto, (iv) will only maintain one account at any given time, (v) will only provide accurate information to Kforce, (vi) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party, and (vii) will not violate any rights of Kforce or a third party.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT NEITHER OF KFORCE, ANY DIRECT EMPLOYER, ANY STAFFING RECIPIENT SHALL HAVE ANY LIABILITY FOR ANY ACT, OMISSION OR DECISION MADE BY THAT PARTY, ANY ONE OR MORE OF THE OTHER PARTIES, OR ANY OTHER THIRD PARTY. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NON-INFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. KFORCE DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. KFORCE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, KFORCE’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
You agree to defend, indemnify and hold Kforce, its parents, subsidiaries, affiliates and other related entities, and the officers, directors, employees and agents of each of the foregoing (the “Indemnified Parties”) harmless from all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by any of the Indemnified Parties (collectively, “Losses”) arising out of or relating to (i) any violation of these Terms by you; (ii) your violation of any rights of another; (iii) your use of the Services, including, without limitation, your User Contributions; (iv) bodily injury, death of any person or damage to real or tangible, personal property resulting from the willful, fraudulent or grossly negligent acts or omissions of you or any of your representatives or agents; (v) your material breach of any representation, warranty or obligation set forth in these Terms; (vi) any employment-related claim of any nature made against the Indemnified Parties to the extent that such claim is based, in whole or in part, on an act or omission committed by you, a Direct Employer, a Staffing Recipient, or any of the employees or agents of any of the foregoing. Each of the Indemnified Parties reserves the right, at your expense, to, upon notice, assume the exclusive defense and control of any matter subject to indemnification hereunder.
Limitation of Time to File Claims
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL KFORCE OR ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“KFORCE PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.THE KFORCE PARTIES’ TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED ONE HUNDRED (100) US DOLLARS. SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE KFORCE PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN SECTIONS 18, 20, AND 21 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.
Electronic Notices and Disclosures
You acknowledge and agree that Kforce may provide notices and other disclosures to you electronically by posting such notices or other disclosures in the Application or by emailing it to you at any email address you provided to Kforce. Such notices or other disclosures shall be considered received by you following the posting in or on the Application or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.
These Terms, along with any rules, guidelines, or policies posted in the Application constitute the entire agreement between Kforce and you with respect to your use of our Services. If there is any conflict between these Terms and any other rules or instructions posted on the Services, these Terms shall control. No amendment to these Terms by you by shall be effective unless acknowledged in writing by Kforce. These Terms shall be governed by, and construed in accordance with, the laws of the state of Georgia, without reference to its choice of law rules. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with these Terms shall be in Atlanta, Georgia. The parties each hereby consent to the jurisdiction and venue in Atlanta, Georgia and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that Kforce shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. You may not assign your rights or obligations under these Terms without the prior written consent of Kforce. Kforce’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that Kforce may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to Kforce, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to Kforce. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and Kforce, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms.