Tutela Talent is an online recruiting marketplace. Our Services allow you to connect with individuals seeking employment opportunities (each, a “Candidate”). We serve as intermediary between Candidates and Employers. Tutela Talent is not involved in any contract of employment and is not bound by any contractual agreement arising between Candidates and Employers, whether or not Tutela Talent receives some form of remuneration in connection with the transaction.

Upon registering as an Employer, you will be assigned a Tutela Talent employee who will be responsible for the day-to-day management of your Employer account (“Account Partner”). Employers will be able to view the collection of candidate profiles on https://tutelacs.com/candidate/ (the “Showcase”). If you would like to obtain additional information about a specific Candidate in the Showcase, you can do so by contacting your Account Partner. If you are interested in initiating a contact with a particular Candidate in the Showcase, you will be able to initiate the contact through our Services by sending an interview request (“Interview Request”) to Candidates through the Services. Your interaction with a Candidate may result in an offer for employment (“Job Offer”). Candidates may, in their sole discretion, accept or reject an Interview Request and/or a Job Offer. Employers who wish to obtain our Services on a subscription basis may do so by entering into our Subscription Agreement. You may contact your Account Partner if you wish to obtain our Services on a subscription basis.

In order to access and use Services, you must activate an Employer account. During the onboarding process, you will have to provide your name, email address, and company name, and you will be asked to create a password for your account. You represent and warrant that all registration information you submit is truthful and accurate, and you will maintain the accuracy of such information. You are responsible for the confidentiality of your user account. You will promptly inform us of any need to deactivate a user name or password. We reserve the right to delete or change your user name and/or password at any time and for any reason. We are under no obligation to accept any individual as an Employer, and may accept or reject any registration in or sole and complete discretion.

You agree to pay all applicable fees that are set forth on https://tutelacs.com (“Fees”). You also agree that any assignee, successor, licensee or sublicensee of your contractual obligations by virtue of a sale, exit or change of control transaction (a “Successor”) will also be obligated to pay any success fees for Candidates that you discover through your use of Services.

Your use of Services may involve the transmission to us of certain personally-identifiable information. Our policies with respect to the collection and use of such personally-identifiable information are governed according to our Privacy Policy (located at https://tutelacs.com/privacy-policy/), which is hereby incorporated by reference in its entirety.

Tutela Talent community, like any community, functions best when its people follow a few simple rules. By accessing and/or using the Site and/or Services, you hereby agree that:

·         You will not use the Site and the Services for any unlawful purpose or to engage in any commercial activities, including, without limitation, raising money; advertising or promoting a product, service, or company; or engaging in any pyramid or other multi-tiered marketing scheme;

·         You will not access or use the Site and the Services to collect any market research for a competing businesses;

·         You will not upload, post, e-mail, transmit, or otherwise make available any content that:

o    infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or

o    is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or

o    discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.

·         You will not “stalk” or otherwise harass another user of the Site and/or Services or any other person;

·         You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

·         You will not interfere with or attempt to interrupt the proper operation of the Site and/or Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, or files related to the Site and/or Services through hacking, password or data mining, or any other means;

·         You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Site and the Services, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file; and

·         You will not create multiple accounts for yourself for any reason, including, without limitation, in order to obtain the same promotion multiple times.

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Site and/or the Services, or any portion of the Site and/or the Services, without notice.

The Site and the Services contain materials, such as software, text, graphics, images, sound recordings, audiovisual works, and other materials provided by or on behalf of Tutela Talent (collectively referred to as the “Content”). The Content may be owned by us or by third parties. The Content is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content, the Site and the Services automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Tutela Talent(“Tutela Talent Trademarks”) used and displayed on the Site and the Services are registered and unregistered trademarks or service marks of Tutela Talent. Other company, product, and service names located on the Site and the Services may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Tutela Talent Trademarks, the “Trademarks”). Nothing on the Site and the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Tutela Talent Trademarks inures to our benefit.

Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

As noted above, the Services provide Employers the ability to post and upload content including but not limited to, job description, and selection criteria (collectively, the “Employer Content”). You expressly acknowledge and agree that once you submit your Employer Content through the Services, it will be accessible by Candidates, and that there is no confidentiality or privacy with respect to such Employer Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT Tutela Talent, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR EMPLOYER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.

You retain all copyrights and other intellectual property rights in and to your own Employer Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Employer Content as reasonably necessary to provide the Services.

If you submit Employer Content to us, each such submission constitutes a representation and warranty to Tutela Talent that such Employer Content is your original creation (or that you otherwise have the right to provide the Employer Content), that you have the rights necessary to grant the license to the Employer Content under the prior paragraph, and that it and its use by Tutela Talent and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.

As noted above, the Services provide Employers the ability to post and upload content including but not limited to, job description, and selection criteria (collectively, the “Employer Content”). You expressly acknowledge and agree that once you submit your Employer Content through the Services, it will be accessible by Candidates, and that there is no confidentiality or privacy with respect to such Employer Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT LUXUS, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR EMPLOYER CONTENT THAT YOU UPLOAD, POST, E-MAIL, OR OTHERWISE TRANSMIT VIA THE SERVICES.

You retain all copyrights and other intellectual property rights in and to your own Employer Content. You do, however, hereby grant us a non-exclusive, royalty-free, sublicensable, transferable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit your Employer Content as reasonably necessary to provide the Services.

If you submit Employer Content to us, each such submission constitutes a representation and warranty to Luxus that such Employer Content is your original creation (or that you otherwise have the right to provide the Employer Content), that you have the rights necessary to grant the license to the Employer Content under the prior paragraph, and that it and its use by Luxus and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our Community Guidelines.

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and Services that incorporate such information without compensation or attribution to you.

NONE OF Tutela Talent, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “Tutela Talent PARTIES”) ENDORSE ANY CANDIDATE, EMPLOYER, ANY CANDIDATE CONTENT OR ANY CONTENT MADE AVAILABLE BY ANY EMPLOYER THROUGH SERVICES. YOU ACKNOWLEDGE THAT SERVICES MERELY ASSIST EMPLOYERS IN IDENTIFYING CANDIDATES THAT THEY ARE LOOKING TO HIRE. NONE OF THE Tutela Talent PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN CANDIDATES AND EMPLOYERS OR FOR ANY RESULTS CAUSED BY USING THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENTS OF THE SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE CONTENT. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE SITE AND THE SERVICES FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICES, THE SITE, AND THE CONTENT AT YOUR OWN RISK.

WE DO NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SITE, THE SERVICES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE, THE SERVICES, OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.

THE SITE, THE SERVICES, AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

IN NO EVENT SHALL ANY OF THE Tutela Talent PARTIES BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, ARISING UNDER THIS AGREEMENT OR RELATING THERETO, EVEN IF SUCH Tutela Talent PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE Tutela Talent PARTIES FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT OR RELATING THERETO, EXCEED, THE TOTAL FEES RECEIVED BY Tutela Talent FROM YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF WHICH SUCH CLAIM ARISES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO YOU.

THE SITE AND THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, PRICING, OR OTHER ERRORS LISTED ON OR OMITTED FROM THE SITE AND THE SERVICES. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE SITE AND SERVICES AT ANY TIME WITHOUT NOTICE.

YOU MAY NOT BRING ANY CLAIM UNDER THIS AGREEMENT MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ARISES.

The Site and the Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

(a) You hereby represent, warrant, and covenant that:

·         no Active Recruiting Process has been in place between you and Candidate for a period of ninety (90) days prior to the date on which you first interact with the Candidate through our Services; For the purposes of this Agreement, “Active Recruiting Process” means a continuous direct, back and forth communication between an Employer and a Candidate in active recruiting or hiring context where a decision to put a candidate on hold or a decision to reject a candidate has not been made.

·         you will initiate any initial interaction with any Candidate exclusively through the Services; Further communication may take place outside of our Services only after you send out the Interview Request and such Interview Request is accepted by the Candidate.

·         you will promptly inform us if your Job Offer is accepted by a Candidate and also provide us with the signed Job Offer or the details of the engagement including but not limited to the scope of the role, remuneration and other conditions of employment;

·         you will promptly notify us if the Candidate’s employment does not commence or is terminated within ninety (90) days from the start date that you agree to with the Candidate;

·         you will use any content including but not limited to, resume and job preferences submitted by the Candidate (“Candidate Content”) in accordance with all applicable laws;

·         you will not disclose the names and identities of any Candidates listed in any Showcase outside of your recruiting or hiring department;

·         you will take appropriate physical, technical and administrative measures to protect Candidate Content from loss, misuse, unauthorized access, disclosure, alteration or destruction; and

·         you will not attempt to circumvent our Services by independently attempting to communicate and hire the Candidate through alternative means after discovering the Candidate through our Services.

(b) You agree to defend, indemnify, and hold the Tutela Talent Parties harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Site, the Services, or the Content, (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right, (iv) any claims brought against any Tutela Talent Party by a Candidate as a result of any of your acts or omissions, and (v) your violation of any law and regulation applicable to your business.

The Site and Services are based in the United States. We make no claims concerning whether the Site, Services or any content, functions or materials made available to you through the Site and Services may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site, Services or any content, functions or materials made available to you through the Site and/or Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your and any device’s access to all or any part of the Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Services at any time without prior notice or liability.

Tutela Talent respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of anysuch laws.

Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Tutela Talent, Inc.
225 S. Westmonte Dr
Altamonte Springs, FL 32714

If you believe that your work has been copied on the Site and/or the Services in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site and/or the Services where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Tutela Talent is a provider of “interactive computer services” as defined under the Communications Decency Act, 47 U.S.C. Section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any Employer Content is limited as described therein. We are not responsible for any Employer Content. We neither warrant the accuracy of the Employer Content nor exercise any editorial control over Employer Content, nor do we assume any legal obligation for editorial control of Employer Content or liability in connection with Employer Content, including any responsibility or liability for investigating or verifying the accuracy of any Employer Content.

This Agreement is governed by the internal substantive laws of the State of Winter Park, without giving effect to its principles of conflicts of laws. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of Winter Park; and (ii) that the Site and the Services shall be deemed passive that do not give rise to personal jurisdiction over Tutela Talent, either specific or general, in jurisdictions other than Winter Park. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction or terminated in accordance with the Termination provision above, the invalidity or termination of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Employer Content; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” and “Miscellaneous.”

Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. You agree that we are not responsible to you for anything that we may otherwise be responsible for, that may be caused by reasons beyond our control including, but not limited to, acts of God, earthquakes, war, insurrection, riots, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, or failure or shortage of infrastructure. You may not assign this Agreement or any obligations hereunder without the prior written approval of Tutela Talent. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.