2. Definition of Treeline Site and Services. For purposes of this TOU, the “Treeline Service” is defined as all on-line services that Treeline provides or may, in the future, provide through its Websites, including but not limited to, www.treeline-inc.com, www.dadomatch.com, www.postsalesjobsfree.com, www.mydado.net. The term “Treeline Services” therefore includes, but is not limited to, both contingency-based placement services, retainer-based placement services and any other on-line services that Treeline may develop and offer through Treeline Sites and online domains (hereinafter the “Treeline Services”). The Treeline Services are comprised of different features, including an on-line venue where Job Seekers and Employers can post informational “profiles” that include photographs, electronic search capabilities for employment opportunities and Candidates and on-line communication and video services. These features are designed to facilitate electronic employment recruiting and exist for no other purpose. You understand that “Profiles” may include personal and or sensitive information, and the creator of the Profile has the option to render the Profile public or private. Even when a Profile is rendered public, it is intended: (1) to be used only by Treeline’s registered Employers; and (2) to be treated as confidential by Treeline’s registered Employers. Except as explained in section 7e, copying, forwarding, sharing or other means of transmission, whether electronic or otherwise, of Treeline and/or DADOMATCH Profiles or the information contained in Treeline and/or DADOMATCH Profiles to third parties is strictly prohibited by this TOU.
3. Eligibility for Use of Treeline Services. Treeline is not a generalized employment search service. Treeline is an employment recruiting service dedicated exclusively to placing sales professionals. Treeline offers employers both retained search services and direct-hire contingency-based employment placement services. Treeline will only accept Profiles created by Candidates and Employers in the areas of sales. Profiles of non-sales professionals or profiles that otherwise fail to meet the above criteria or fail to conform to the provisions of this TOU will not be accepted and will not be posted on a Treeline Site. Treeline reserves the right in its sole discretion to prohibit nonconforming profiles.
5. Creation of Member Accounts; Confidentiality of Password. When you accept this TOU and contract with Treeline for employment placement services, you will be allowed to use the Treeline Site for professional recruitment and placement services. Treeline will create an on-line account for you through which you can review Candidate or Employer profiles as appropriate. You will be responsible for creating your own confidential password and you are responsible for maintaining the confidentiality of your password. This means that you will not disclose your password to anyone else and you will not let anyone access your account using your password. You, and not Treeline, are responsible for any and all conduct that occurs on Treeline’s Site under your password and you agree that Treeline is not liable for any damage or injury of any nature, that results from your use of the Treeline Service, your failure to maintain the confidentiality of your password or your failure to otherwise comply with this paragraph. You agree to notify Treeline immediately when you become aware of any unauthorized use of your password. You agree to change your password if you become aware that a third party has discovered it. Treeline considers this confidentiality provision to be a material term of using the Treeline Services and your failure to comply with this paragraph will constitute a material breach of this TOU. Treeline reserves the right, in its sole discretion, to cancel and delete the account of any user who violates this provision.
7. Profile Creation and Content.
a. Creating Profiles. One of the unique features of the Treeline Service is the ability of Candidates to create electronic Profiles to highlight their employment qualifications (“Profiles”). Employers will also be able to create electronic Profiles to highlight their company and employment opportunities. As explained more fully below, you create your own Profile and are therefore responsible for the information that you choose to include. All content contained in Profiles is potentially made available to all Treeline registered account holders (i.e., appropriate potential employers) and will be returned in Employer/Candidate search results. NOTE that this includes your personal information and potentially personally identifying information such as name, address and telephone number if you provide it in your Profile.. Thus, by submitting a Profile , you consent to the disclosure of all information contained in your Profile, including expressly personally identifying information that you have submitted to Treeline for use in connection with the Treeline Service. Information that you do not want disclosed to a registered Treeline registered account holder (i.e., a potential employer), should not be included in your Profile.
b. Profile Content. You, and not Treeline, are the author of all Profile content that you submit for uploading to the Treeline Site. Only you have the ability to create or make substantive changes to your Profile content. Treeline’s review and modification of profile content is limited to clerical modifications, such as formatting for use on our system or changing obvious typographical errors. Treeline can modify your profile only with your written consent. Other than the initial eligibility review described below, Treeline will not, and has no obligation to, screen Profile content, communications or information after it has been posted to a Treeline Site. The Treeline Service allows you to post photographs and video as part of your Profile content. You are solely responsible for any audio and/or visual content that you provide as part of your Profile content, including but not limited to photographs, sound recordings and video recordings. You represent and warrant to Treeline that your are authorized to use, transmit, copy, upload and include all audio and/or visual Profile content that you provide and you further agree to indemnify and hold Treeline harmless from any and all claims, demands, injuries and or damage that relate to or arise from your use of Profile content, whether textual, audio, visual or other.
c. Profile Eligibility Criteria; Review Process; Deletion of Nonconforming Profiles. Treeline’s Service is dedicated solely to sales professionals and exists for the sole purpose of providing a direct hire, contingency-based and retained placement service for sales professionals. Accordingly, Treeline may review each and every profile submitted to it prior to posting it on a Treeline Site solely for the purpose of ensuring that the Profile Content satisfies Treeline’s Service criteria, as described above, and for no other purposes. Treeline will post appropriate profile content as Treeline received it,. Treeline may modify the technical formatting of profiles so that they will upload accurately into a Treeline Site. Treeline may review and remove any User Content, including profile content, that it determines, in its sole discretion, violates this TOU or applicable laws, rules or regulation, including Profile content, that it determines, in its sole discretion, is abusive, disruptive or offensive. Treeline expressly reserves the right to delete any user account as a result of a violation of this TOU or any applicable law or regulation, and further reserves the right to prohibit subsequent use of the Treeline Services. Treeline also expressly reserves the right to take any action with respect to User Content, including Profiles that it deems necessary or appropriate in its sole discretion if it believes that the Profile content could create liability for Treeline, or damage Treeline’s goodwill, brand, public image or business
d. Prohibited Profile Content. The sole purpose of your Profile is to set forth your employment qualifications or company profile in a convenient, electronically searchable format. All Profile content, including photographs and video, must describe/depict you. Any photographs or video that feature, describe or otherwise portray anyone or anything other than you is prohibited and Treeline will not allow them to be posted on a Treeline Site. If your Profile contains prohibited matter, Treeline will not post your profile and will notify you that the Profile fails to satisfy the Treeline Profile criteria. If Treeline initially publishes a profile that is not you and later discovers this fact, Treeline will remove down your profile from the Treeline Service and will delete your account. Treeline may do so with or without notice to you and with or without a refund of any monies that you have paid to Treeline. Treeline may also, in its sole discretion, prohibit you future access to the Treeline Site and Services. All decisions of Treeline in this regard are made in Treeline’s sole discretion and are final.
Additional prohibited Profile content is listed below. This list is not intended to be exhaustive, and Treeline reserves the right, in its sole discretion, to refuse to publish or to remove content that it believes is in any way inappropriate:
I. content that is submitted for a purpose other than for facilitating direct hire, contingency-based and retained employment placement of sales professionals;
II. content that is implicitly or explicitly offensive, such as User Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual;
III. content that is unlawful, threatening, harassing, tortuous, vulgar, obscene, libelous or invasive of another’s privacy or content that contains links, including hidden or embedded links, to content that is unlawful, threatening, harassing, tortuous, vulgar, obscene, libelous or invasive of another’s privacy;
IV. content that is inaccurate, unreliable, false or misleading, or content that while technically correct creates a false or misleading impression;
V. content that violates trademark and/or copyright laws, whether statutory or common law, of the United States or any of the several states;
VI. content that may be interpreted as advertising for a product or service.
e. Forwarding Profiles. Job Seekers can forward their own Profiles to third parties through the DADOMATCH platform.
If Treeline becomes aware of content that may violate the above list or any provision of this TOU, Treeline may, in its sole discretion, investigate the allegation and remove the content if appropriate. Treeline has no obligation to undertake such investigation and has no liability to any users arising out of its performance or nonperformance of such investigation.
8. Responsibility for Profile Content. You understand that all information and materials submitted, including but not limited to data, text, software, music, sound, photographs, graphics, video, or other materials submitted, posted or displayed about You on or through the Treeline Site ("User Content") is the sole responsibility of the person about whom such User Content pertains. This means that you are solely responsible for all User Content that you submit and/or upload onto a Treeline Site and Treeline is not responsible in any way for User Content. This means, for example, that if you upload or otherwise include materials that infringe upon a copyright or trademark or that constitute defamation or libel, you, and not Treeline, will be solely responsible for any injury or damage resulting there from.
9. License for Profile Content. Treeline is not the owner of Content that is submitted to it, uploaded to its Site or otherwise made available for public view through a Treeline Site, including but not limited to profile data, and Treeline claims no ownership or control over any submitted Content. You are the sole owner of the Content about you made available for uploading or otherwise accessing through a Treeline Site. Your or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through the Treeline Site and you are responsible for protecting those rights, as appropriate. However, for all Content that you submit or make available on or through a Treeline Site, you grant to Treeline a worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, publish, adapt for Site use, translate, publicly perform and display all User Content that you submit for publication on Treeline’s Site, including but not limited to photo, videos, audio, graphics, text any and all other User Content, including profile content, that your provide.
This license continues only for as long as you maintain your account and this license will terminate upon the termination, cancelation, deletion or expiration of your account. Treeline expressly reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion.
10. User Representations and Warranties. You represent and warrant that you have the right to grant the license stated in paragraph 8, above. You further agree to allow any Treeline user to access, display, view, store and reproduce the Content that you submitted to Treeline for public viewing, including but not limited to your profile, solely for the purpose of Job Seeker and Candidate recruitment through Treeline. Subject to the foregoing, you are the owner of all Content that you upload on Treeline’s Site you retain all rights that may exist in such Content.
11. Notices. All notices required pursuant to the provisions of this TOU and any notices of alleged trademark and/or copyright infringement shall be addressed as follows:
591 North Ave., Suite 1
Wakefield, MA 01880
12. Treeline Exclusion of Liability Arising from Use of the Treeline Site. The Treeline Site facilitates professional sales recruitment by providing a venue for Candidates to post resumes, statistics and other information relevant to obtaining a sales position, and a venue for Employers to review the information provided by potential candidates. Treeline is not involved in any actual transaction between Employer and Candidate and therefore does not warrant and is not responsible for the truth or accuracy of any job description provided by a potential Employer or the truth or accuracy of any information provided by a potential Candidate. You agree that Treeline is not responsible for any injury or damage that results from or arises out of Profile Content. Note that there are risks inherent in dealing with individuals whom you do not know and that the internet makes authentication of individuals difficult. Treeline will not undertake to authenticate any user or otherwise confirm that a user is who he or she represents himself to be. You agree to assume all risks associated with interactions with other users that are facilitated through a Treeline Site. The Treeline Services are intended to be limited to sales professionals, and Treeline expects all of its users to conduct themselves prudently and appropriately. Treeline is not responsible for any employment decisions made by any entity or individual using the Treeline Site. The user, and not Treeline, is responsible for the accuracy of all content posted to the Treeline Site.
13. Confidentiality and Prohibition Against Unauthorized Use of Treeline Site. All content submitted to Treeline for publication on a Treeline Site is considered to be confidential and proprietary and will be made available only to registered Treeline Users. You agree not to use, copy, forward, maintain, sell, trade, reproduce or transmit, electronically or otherwise, any Profile content to which you have access through a Treeline Site to any person or entity for any purpose whatsoever, commercial or otherwise, who is not a registered Treeline User. Violation of this provision will result in the immediate termination of your Treeline account and, in the sole discretion of Treeline, Treeline may prohibit you from creating an account in the future. You further agree that you are solely liable for any injury or damage of any type whatsoever, whether sounding in contract, tort or other, to any person that arises out of or relates to any unauthorized or prohibited use (as defined herein) of Treeline Content.
14. Account Termination. You may terminate your account at any time by notifying Treeline in writing Treeline may terminate your account at any time for any reason with or without notice to you. Upon termination, you may be entitled to a refund of any fees paid to Treeline in Treeline’s sole discretion. You agree that all account terminations are made in Treeline’s sole discretion and that Treeline will not be liable to you for any loss or damage that you sustain as a result of your account being terminated. For purposes of this provision, “termination” includes all means of account termination, including but not limited to your cancelation of your account, the expiration of your account, Treeline’s deletion of your account and/or blocking of your account as a result of TOU violations.
15. Indemnity. You agree to indemnify and hold Treeline and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party that relates to or arises out of this TOU including the violation of any of its provisions, or your use of the Treeline Services, including but not limited to Profile content that you submit, post, transmit, modify or otherwise make available through the Treeline Service.
16. Treeline Disclaimer of Warranties.
a. Warranty of Title, Fitness and Merchantability of Profile Content. Treeline provides the Treeline Service on an “as submitted” basis meaning that Treeline does not provide profile content and does not check profile content for truthfulness or accuracy. You agree to use the Treeline Service and profile content on an “as submitted” basis and at your sole risk. Treeline does not warrant the qualifications of any particular Candidate nor does Treeline warrant that any particular Candidate will be able to perform any particular job functions. All employment decisions are in the sole discretion of the Candidate and Employer. Treeline hereby expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranty of title, merchantability, fitness for a particular purpose and non-infringement.
b. Warranty of Title, Fitness and Merchantability of Treeline Service. Treeline makes no warranty that the Treeline Service will meet your particular requirements or expectations, will be uninterrupted, secure or error-free. Unless otherwise provided in your Terms of Engagement, Treeline expressly does not guarantee results and expressly does not guarantee that any particular Candidate will find any particular position or that any particular Employer will find any particular Candidate or that any particular Candidate is qualified and/or will perform competently any job functions or duties.
17. Integrated Agreement. This TOU is a fully integrated agreement and governs every aspect of your use of the Treeline Service. No prior or subsequent information, promises or representations of any kind will serve to modify the terms of this TOU unless in writing and signed by both parties. An email does not constitute a writing or a signature for purposes of this paragraph.
18. Limitation of Liability. Treeline will not be liable to you for any punitive, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other tangible or intangible losses, resulting from: (a) the use or the inability to use the Treeline Service; (b) the cost of procurement of substitute goods and services; (c) unauthorized access to or alteration of your Profile content; (d) anything else that relates to or arises out of your use of the Treeline Service.
19. Choice of Law and Mandatory Arbitration. This TOU and any dispute arising out of or relating to this TOU and/or a Treeline Site or Service is governed by the law of the state of Massachusetts without reference to its choice of law provisions. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute that arises out of or relates to the terms of this TOU or the Treeline Service shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”). The arbitration shall take place in Boston, Massachusetts and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this paragraph 19 is held invalid or unenforceable, that part will be severed and the remaining portions will remain in full force and effect.
20. Severability of Terms. If any provision of this TOU is deemed unenforceable by any court of competent jurisdiction or by any arbitrator, as applicable, then the invalid provision shall be severed and the remaining provisions shall remain in full force and effect.
21. Transferability. Treeline considers the Services provided through the Treeline Service and this TOU to be personal in nature and not transferable. You agree not to transfer your account, including your password and other account access information, to any third party. Violation of this provision will result in the immediate termination of your account, in Treeline’s sole discretion.