CANGRADE END USER AGREEMENT

 

Last Updated:  May 16, 2018

 

1.              INTRODUCTION

 

Each time you access or use Cangrade, Inc.’s (“Cangrade”) online and/or mobile services and websites (collectively, the “Site”), including, without limitation, Cangrade.com, any Cangrade- mobile application, and any software provided by Cangrade in connection with such services or websites, you:  (a) represent that you have read, understood, and agree to the Cangrade Privacy Policy; and (b) agree to the terms and conditions of this End User Agreement (“Agreement”) with Cangrade. 

 

For purposes of this Agreement, Any references to “we,” “our,” or “us” shall mean Cangrade.

 

We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site.  Any such changes will not apply to any claim brought prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.  Your access to or use of the Site following any changes to this Agreement will constitute your acceptance of such changes.  The Last Updated legend at the top of this Agreement indicate when this Agreement was last changed.  We may, at any time and without liability, modify or discontinue all or part of the Site.

 

2.              THE CANGRADE SERVICES

 

2.1           Account Registration

 

In order to access or use certain services and features of the Site, you may be required to create and register a user account (“Account”) on the Site.  When creating and registering your Account, you may be asked to enter or confirm certain personal and professional information, including, but not limited to, your name, email address, level of education, degree type, school, graduation year, employment history, and demographic information (individually, “Profile Fields,” and collectively, “Profile Information”).  Some Profile Fields will be mandatory and some voluntary.  You will also be required to provide a password for your Account.

 

When creating and registering an Account, you agree to:

 

(a)            Provide true, accurate, current, and complete Profile Information about yourself as prompted by the Site’s registration form;

 

(b)            Use your real name and email address when entering your Profile Information;

 

(c)            Choose a strong and secure password;

 

(d)            Be responsible for the confidentiality and use of your password;

 

(e)            Not transfer or resell your use of or access to the Site to any third party; and

 

(f)             Not create more than one Account.

 

Please note that any third party with whom you have shared your email and password may receive access to information regarding your Account.  Cangrade is not responsible and disclaims any liability if your email is used improperly or falsely by a third party.  If you attempt to enter Profile Information (including an email address) that is not true, accurate, current, or complete, we reserve the right to cancel your registration and terminate your Account, which may affect your eligibility to be assessed by Cangrade for up to 12 months.

 

If you allow a third party app or site such as Facebook or LinkedIn to authenticate you or pre-populate your Profile Information during the Account registration process, then such third party app or site has its own legal terms and privacy policy, and you may be granting others permission to use your Profile Information in ways we would not.  Cangrade is not responsible for these other apps and sites.

 

2.2           Cangrade Assessments

 

After creating and registering your Account, you will be able to take pre-employment Assessments (the “Assessments”) on the Site.  You agree that Cangrade has the right to collect and retain your Assessment Data when you take each of the Assessments.  “Assessment Data” refers to information and data collected from your responses in the course of taking the Assessment, including, without limitation, metadata about your real-time user interaction with the Assessments.

 

You acknowledge and understand that:

 

(a)            You are only allowed to take each of the Assessments once in any 12-month period;

 

(b)            Once you start or complete the Assessment, your Assessment Data and Trait Profile (defined below) cannot be reset, deleted, or overridden for a period of 12 months (unless requested by the employer)

 

 

Accordingly, you agree that you will:

 

(a)            Take the Assessments seriously and answer the questions attentively;

 

(b)            Carefully read the instructions before commencing each of the Assessment;

 

 

(c)            NOT attempt to delete your Assessment Data or Trait Profile for a period of 12 months after completing the Assessment.

 

 

When prompted to provide Private Information, you agree that the responses you provide will be true and accurate.

 

2.3           Cangrade Trait Profile

 

After your completion of all the Assessment, the Site will review your Assessment Data and generate your specific “Trait Profile,” which contains the Site’s assessment and description of your cognitive, social, and personality traits. 

 

This profile will be only accessible by you  (unless selected by the requesting employer not to provide such access) and by the employer requesting the Assessment.

 

 

2.4           Storage of Information

 

Cangrade has no obligation to store, maintain, or provide you with a copy of any information or data that you previously provided on the Site, except to the extent required by applicable law and as noted in our Privacy Policy.

 

2.5           Use of Site by Minors

 

The Site is not intended for use by anyone under the age of 18 years old (“Minimum Age”).  However, if applicable law requires that you must be older in order for Cangrade to lawfully provide the features or services of the Site to you without parental consent, then the Minimum Age is such older age.

 

2.6           Site Restrictions

 

Cangrade reserves the right to limit your access and use of the Site at our discretion.  Cangrade reserves the right to restrict, suspend, or terminate your Account if we believe that you may be in breach of this Agreement or law or are otherwise misusing the Site (e.g. violating any the Site Rules).

 

2.7           Suspected Fraud or Anomalous Activity

 

Cangrade reserves the right to use a variety of methods to detect and block any fraudulent or anomalous activity and to screen Accounts to prevent abuses such as fraud.  However, such detection methods are not perfect and false positives may occur.  If you use the Site, you consent to Cangrade enforcing these rules or attempting to prevent fraudulent or anomalous activity, which may result in a temporary or permanent suspension or termination of your Account or use of certain functions of the Site.  Cangrade shall not be responsible or liable for any such suspension or termination, including any consequences thereof.

 

3.              SITE RULES

 

When accessing and using the Site, you agree that you shall NOT:

 

(a)            Act in an unlawful or unprofessional manner;

(b)            Create an Account using a false identity or the identity of another individual;

(c)            Misrepresent any personal, education, or professional information when entering your Profile Information;

(d)            Provide any false or inaccurate response if responding to a question regarding Private Information;

(e)            Create multiple Accounts;

(f)             Use or attempt to use another individual’s Account;

(g)            Attempt to take the Assessment more than once in a period of 12 months;

(h)            Attempt to delete or reset your Assessment Data or Trait Profile for a period of 12 months after taking the Assessment;

(i)             Use, disclose, or distribute any data obtained in violation of this Agreement;

(j)             Violate the intellectual property or other rights of Cangrade, including, without limitation:  (i) copying or distributing the software or technology related to our Site; and (ii) using the word “Cangrade” or our logos in any business name, email, or URL;

(k)            Modify, adapt, translate, reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Site or any related technology and software;

(l)             Sell, sponsor, or otherwise monetize access to the Site or its services;

(m)          Sell, trade, resell, transfer, or otherwise exploit for any unauthorized commercial purpose any Account;

(n)            Use bots or other automated methods to access the Site;

(o)            Monitor the Site’s availability, performance, or functionality for any competitive purpose;

(p)            Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Site;

(q)            Overlay or otherwise modify the Site or its appearance;

(r)             Remove any copyright, trademark, or other proprietary rights notices contained in or on the Site;

(s)             Use features or services of the Site for any purpose other than the original intended purpose;

(t)             Override or attempt to override any security feature of the Site;

(u)            Engage in any activity that interferes with or disrupts the Site (or the servers and networks which are connected to the Site);

(v)            Distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other harmful code or items of a destructive or deceptive nature to the Site;

(w)           Use any automated system or software, whether operated by a third party or otherwise, to extract data from the Site (such as screen scraping or crawling);

(x)            Interfere with the operation of, or place an unreasonable load on, the Site; and

(y)            Bypass any limitations of the Site or suspensions of functionality.

 

4.              LICENSE TO CANDIDATE DATA AND USER FEEDBACK

 

4.1           License to Candidate Data

 

You are the sole owner of all information and data that you enter, submit, input, and/or provide in the course of accessing and using the Site (“Candidate Data”), including, without limitation, your Profile Information, Private Information, and Assessment Data. 

 

You hereby grant Cangrade and our affiliates the following non-exclusive license:  A worldwide, transferable, perpetual, royalty-free, and sublicensable right to make, use, copy, reproduce, modify, distribute, publish, display, process, prepare derivative works from, and otherwise use your Candidate Data for any purpose whatsoever, without any further consent, notice, and/or compensation to you or others, subject to applicable law and our Privacy Policy.

 

4.2           License to User Feedback

 

At your discretion, you may provide feedback, suggestions, and related materials to Cangrade concerning the Site from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“User Feedback”). 

 

If you provide any User Feedback to Cangrade, you hereby grant Cangrade and our affiliates the following non-exclusive license:  A worldwide, transferable, perpetual, royalty-free, and sublicensable right to make, use, copy, reproduce, modify, distribute, publish, display, process, prepare derivative works from, and otherwise use your User Feedback for any purpose whatsoever, without any further consent, notice, and/or compensation to you or others. 

 

By providing any User Feedback, you agree that your provision of such User Feedback is gratuitous, unsolicited, and without restriction, and will not place Cangrade under any fiduciary, confidentiality, or other obligation, and that we are free to disclose such Feedback on a non-confidential basis or otherwise to anyone.  You further acknowledge that, by accepting any User Feedback, Cangrade does not waive any rights to use similar or related ideas previously known to Cangrade, or developed by our employees, or obtained from sources other than you.

 

5.              INTELLECTUAL PROPERTY RIGHTS

 

You understand and acknowledge that Cangrade owns all right, title, and interest to the Site and all proprietary rights associated therewith.  Cangrade reserves all rights not specifically granted herein.  You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, or other indicia of ownership on the materials accessed through the Site.  Any use of materials or descriptions, any derivative use of the Site or its materials, and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited.  In no event may you frame any portion of the Site or any materials contained therein.

 

 

6.              DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

 

6.1           Disclaimer of Warranty

 

THE SITE (AND ANY SERVICES, CONTENT, MATERIALS, AND INFORMATION AVAILABLE ON OR THROUGH THE SITE) ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED.  CANGRADE AND OUR AFFILIATES EXPRESSLY DISCLAIM, TO THE EXTENT PERMITTED BY LAW, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.  CANGRADE AND OUR AFFILIATES DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE SITE.

 

Some laws do not allow certain disclaimers, so some or all of these disclaimers above may not apply to you.

 

6.2           Limitation of Liability

 

TO THE EXTENT PERMITTED UNDER LAW, CANGRADE AND OUR AFFILIATES (AND THOSE THAT CANGRADE WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF CANGRADE OR OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.  SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SITE, FROM RELIANCE OR DAMAGE CAUSED BY INFORMATION POSTED ON THE SITE, FROM INABILITY TO USE THE SITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SITE.  UNDER NO CIRCUMSTANCES SHALL CANGRADE OR OUR AFFILIATES BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE SITE.

 

IN NO EVENT SHALL THE LIABILITY OF CANGRADE AND ITS AFFILIATES (AND THOSE THAT CANGRADE WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS USD $100.

 

Without limiting the foregoing and to the extent allowed by applicable law, under no circumstances shall Cangrade or our affiliates be liable for:

 

(a)            The accuracy, content, completeness, legality, reliability, operability, or availability of information or material displayed in, or linked from, the Site (including Jobs Listings) or otherwise made available on the Site by Cangrade;

 

(b)            The deletion, failure to store, misdelivery, or untimely delivery of any information, including your Profile Information, Private Information, Assessment Data, and Trait Profile;

 

(c)            Any harm resulting from downloading or accessing any information or material on the Site, or on other online sites or services accessed through the Site;

 

(d)            Any technical malfunction of the Site, including but not limited to failure of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email delivery, account login, or any other services provided by the Site as a result of technical problems or traffic congestion on the Internet or any third party website or combination thereof, including injury or damage to your or to any other person’s computer, mobile device or other hardware or software, related to or resulting from using or downloading any content in connection with the Site;

 

(e)            Any delay or failure in performance of the Site resulting directly or indirectly from acts of nature, forces, or causes beyond Cangrade’ reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, electrical power failures, strikes, labor disputes, riots, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties; and

 

(f)             Your use or misuse of or reliance on the Site and on any third party site you access from the Site;

 

Some laws do not allow the limitation or exclusion of liability, so these limits may not apply to you.

 

7.              GOVERNING LAW AND DISPUTE RESOLUTION

 

You agree that the laws of the State of New York, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Site.  You agree that all of these claims can only be litigated in the federal or state courts in New York County, New York, USA, and you agree to personal jurisdiction in those courts.  You also hereby waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement and/or the Site.

 

8.              CLASS ACTION WAIVER

 

By accessing and using the Site, and in return for the services offered by the Site, you acknowledge that Cangrade can only offer you these services under the terms and conditions as presented in this Agreement.  As partial consideration for your access and use of the Site and these services, you agree not to sue Cangrade as a class plaintiff or class representative, join as a class member, or participate as an adverse party in any way in a class-action lawsuit against Cangrade regarding your access or use of the Site.  Additionally, your access and use of the Site is at no charge and you acknowledge that part of the price you are paying to access and use this Site is your acceptance of these terms and conditions, including this Class Action Waiver.  If you do not agree to any part of these terms and conditions, do not continue your access or use of the Site.  Nothing in this paragraph, however, limits your rights to bring a lawsuit as an individual plaintiff, including in small claims court, subject to forum requirements Section 7 above.

 

9.              CANGRADE APP

 

By using any Cangrade mobile application (“App”), you agree that all of the terms and conditions found herein apply to your use of the App.  Additionally, you agree that the App may send you push notifications, if you turn on receipt of notifications and/or sign up to receive notifications.  You further acknowledge that your use of the App may require use of your data plan from your cellular provider.  You are responsible for payment of all data usage accrued based on your use of the App, and Cangrade disclaims all responsibility for such data usage.  In addition, if you allow the App to utilize location services, the App may suggest to you and collect from you certain information based on your geographic location.

 

10.           GENERAL TERMS

 

This Agreement, together with any amendments and any additional agreements you may enter into with Cangrade in connection with the Site, shall constitute the entire agreement between you and Cangrade concerning the Site.  This Agreement shall supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.  If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.  You agree that this Agreement cannot be altered, amended, modified or overridden, except by a document signed by an authorized representative of Cangrade. For the avoidance of doubt, email or phone communication between you and an Cangrade representative shall not constitute an amendment or alteration of this Agreement.

 

If Cangrade doesn’t act to enforce a breach of this Agreement, that does not mean that Cangrade has waived its right to enforce this Agreement.  You agree that Cangrade may assign this Agreement to our affiliates or a party that buys it without your consent. 

 

To the extent allowed by law, the English language version of this Agreement is binding and other translations are for convenience only. 

 

11.           HOW TO CONTACT US

 

If you have a question or complaint regarding the Site, please contact us online at info@cangrade.com or by mail at 210 Broadway, Cambridge MA, 02139.