Subscription Agreement

TERMS AND CONDITIONS FOR SUBSCRIPTION-BASED ACCESS TO PLATFORM

These terms and conditions (the “Terms and Conditions”) are made and entered into between TALENT PRONTO, LLC, a Delaware limited liability company, DBA as STATCHECK, with its registered office at 418 W. Garden St., Pensacola, FL 32502 (referred to as “STATCheck”) and Subscriber (referred to as “Subscriber”), who, by subscribing to any of the subscription offerings on STATCheck’s platform (http://statcheck.us)(referred to as “Platform”), accepts on behalf of their company the terms and conditions set forth in these Terms and Conditions.

By subscribing to any of the subscription offerings on STATCheck’s Platform (http://statcheck.us), Subscriber acknowledges and agrees that it has read, understood, and accepted these Terms and Conditions.  Subscriber’s representative further represents and warrants that he/she has the authority to bind Subscriber to these Terms and Conditions.  These Terms and Conditions apply to any use of the Platform or related services provided by STATCheck and may be revised and updated at any time by STATCheck in STATCheck’s sole discretion.  All changes are effective immediately upon posting and apply to all access to and use of the Platform thereafter. Subscriber’s use of the Platform and services provided by STATCheck following the posting of revised Terms and Conditions shall mean that Subscriber accepts and agrees to the changes.  Subscriber is expected to check this page each time it accesses the Platform so it is aware of any changes, as they are binding on Subscriber. 

1.     BACKGROUND

1.1       STATCheck enables individual people to market themselves for employment and/or independent contractor relationships using STATCheck’s Platform, which among other things, contains a membership-based job profile board/registry.  STATCheck also enables businesses and organizations to post job listings and communicate with individuals about employment and contractor opportunities.

1.2       Subscriber, a business or organization, wishes to gain access to STATCheck’s Platform for the above purposes on the terms and conditions set forth in these Terms and Conditions.

2.     SUBSCRIBER’S OBLIGATIONS

2.1           Subscriber shall use the Platform solely in a manner that complies with applicable federal, state, and local laws and regulations.

2.2           Subscriber shall ensure that all information and materials provided to STATCheck through the Platform or otherwise are accurate, complete and not misleading.

2.3           Subscriber understands that its access to the Platform is contingent upon it satisfying Subscriber’s obligations and the other requirements set forth in these Terms and Conditions.

2.4           Subscriber is responsible for providing accurate, current and complete information in connection with its account set-up and maintenance.

3.     MEMBERS OF JOB BOARD/TALENT REGISTRY

3.1       STATCheck conducts background checks on individuals seeking to become members of STATCheck’s job board/talent registry.  However, STATCheck cannot and does not guarantee that members do not have a criminal record, have accurately represented their work history or other employment information, are suitable for one or more specific positions, will meet all of Subscriber’s hiring criteria or regulatory requirements, or will otherwise satisfy Subscriber’s needs.  

3.2       Subscriber understands and acknowledges that STATCheck does not control or vet user-generated content for accuracy, and STATCheck does not assume and expressly disclaims any responsibility for the accuracy or reliability of any information provided by members on or off the Platform. STATCheck does not assume and expressly disclaims any liability that may result from the use of information provided on the Platform.

3.3       Subscriber understands and agrees that it is exclusively responsible for its own hiring and contractor processes and decisions and that it shall perform its own background checks, due diligence, interviews, and assessments as appropriate and legally permitted before determining whether to engage with someone it first encountered on the STATCheck Platform.  

4.     POSTING AND CONTENT RESTRICTIONS

4.1       Subscriber hereby agrees to the following rules as to “Content,” defined as any communications, images, sounds, videos, and all the material, data, and information that Subscriber uploads or transmits through the Platform, whether to STATCheck or to other members of the Platform, or that other users upload or transmit, including without limitation, any content, messages, photos, audios, videos, reviews or profiles that Subscriber publishes or displays (hereinafter, “post”):

4.1.1     Subscriber is solely responsible for any Content that it posts on the Platform or transmits to other users of the Platform. Subscriber shall not post on the Platform, or transmit to other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually inappropriate, threatening, harassing, defamatory, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity), or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse, or give the impression that any Content emanates from STATCheck where this is not the case. Subscriber shall not provide inaccurate, misleading, defamatory or false information to STATCheck, and all opinions stated as part of Content must be genuinely held. Without limiting the foregoing, Subscriber represents and warrants that it has the right and authority to post all information posted by Subscriber about itself or others.

4.1.2     Subscriber understands and agrees that STATCheck may, in its sole discretion (but is not obligated to), review, edit, and delete any Content, in each case in whole or in part, that in the sole judgment of STATCheck, violates these Terms and Conditions, or which STATCheck determines in its sole discretion might be offensive, inappropriate, illegal, or that might violate the rights, harm, or threaten the safety of users of the Platform or others.

4.1.3     Subscriber has the right, and hereby grants, to STATCheck, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid-up, transferable, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute Subscriber’s Content and to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. Subscriber further represents and warrants that public posting and use of Subscriber’s Content by STATCheck will not infringe or violate the rights of any third party.

4.1.4     Any comments, ideas, messages, questions, suggestions, or other communications sent to or shared with STATCheck by Subscriber through any channel (including, without limitation, the Platform, email, telephone, surveys, and social media accounts) shall be and remain the exclusive property of STATCheck and STATCheck may use all such communications, all without notice to, consent from, or compensation to Subscriber.

4.2       Because Content is primarily user-generated, STATCheck does not control or vet such Content for accuracy, and STATCheck does not assume and expressly disclaims any responsibility for the accuracy or reliability of any Content provided by members on or off the Platform, including any Content that may include misstatements or misrepresentations or that may be defamatory or disparaging. Subscriber hereby represents, understands and agrees to hold STATCheck harmless for any misstatements, misrepresentations, or other disparaging or defamatory statements made by Subscriber or other parties on the Platform, or in any other venue. 

4.3       Opinions, advice, statements, offers, or other information or content made available on or through the Platform, but not directly by STATCheck, are those of their respective authors. Such authors are solely responsible for such content. STATCheck does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Platform, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Platform. Under no circumstances will STATCheck or its affiliates be responsible for any loss or damage resulting from: (a) Subscriber’s reliance on information or other content posted on the Platform or transmitted to or by any user of the Platform; or (b) reviews or comments made about Subscriber on the Platform by other users.

5.     CHARGES AND PAYMENT

5.1       Subscriber shall pay STATCheck’s then-applicable prices for one or more subscriptions in advance of the applicable billing cycle.

5.2       Subscriber may pay the fees online through STATCheck’s Platform or via bank transfer or via another method expressly approved by STATCheck.

5.3       If Subscriber fails to pay any fees when due, STATCheck may suspend access to the Platform and other services until payment is made.

5.4       All fees payable under these Terms and Conditions are exclusive of any applicable taxes, which shall be payable by Subscriber at the rate and in the manner prescribed by law.

6.     TERM AND TERMINATION

6.1       These Terms and Conditions shall commence on the date of their acceptance and/or use of the Platform. 

6.2       Subscriber may cancel its subscription by either cancelling the subscription through its online account on STATCheck’s Platform or by providing a written notice of cancellation to support@statcheck.us. The cancellation request must be received before the renewal date of the subscription, which may be bi-weekly or monthly depending on the selected subscription product. Any cancellation made after the renewal date will take effect from the following subscription period. 

6.3       The subscription will automatically renew according to its billing cycle unless canceled by Subscriber. The benefits of the subscription will remain accessible until the end of the current billing cycle for which the cancellation request was received, before the next renewal. Upon cancellation, Subscriber will no longer be entitled to any of the subscription benefits listed on the respective subscription product’s page.

6.4       Once the subscription has renewed, the fee is non-refundable. Subscriber acknowledges and agrees that no refunds or credits will be provided for any partial or unused periods of the subscription.

6.5       STATCheck reserves the right to suspend or terminate Subscriber’s access to the Platform in the event of a material breach of these Terms and Conditions by Subscriber, including non-payment of the fees or violation of any applicable laws or regulations.

6.6       Section 7, 9.3, and 9.4 of these Terms and Conditions (and any other sections naturally intended to survive) shall survive any subscription cancellation. 

7.     INTELLECTUAL PROPERTY RIGHTS

7.1       The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by STATCheck, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

7.2       These Terms and Conditions permit Subscriber to use the Platform for its intended purpose only. Subscriber must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Platform, except as follows: (a) Subscriber’s computer(s) may temporarily store copies of such materials in RAM incidental to Subscriber’s accessing and viewing those materials; (b) Subscriber may store files that are automatically cached by its web browser for display enhancement purposes; (c) Subscriber may print one copy of a reasonable number of pages of the Platform for its own use and not for further reproduction, publication, or distribution; (d) if STATCheck provides desktop, mobile, or other applications for download, Subscriber may download copies on its computer(s) or mobile device(s) solely for its own use, provided it agrees to be bound by any separately-provided end user license agreement for such applications.

7.3       If Subscriber prints, copies, modifies, downloads, or otherwise uses or provides any other person with access to any part of the Platform in breach of the Terms and Conditions, its right to use the Platform will stop immediately and it must, at STATCheck’s option, return or destroy any copies of the materials it has made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to Subscriber, and all rights not expressly granted are reserved by STATCheck. Any use of the Platform not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws.

8.              COPYRIGHT NOTICES/COMPLAINTS

It is STATCheck’s policy to respond to notices of alleged copyright infringement with the Digital Millennium Copyright Act (“DMCA”). If Subscriber believes any materials accessible on or from the Platform infringe Subscriber’s copyright, Subscriber may request removal of those materials (or access thereto) from the Platform by contacting STATCheck’s copyright agent (identified below) and providing the following information: (i) identification of the copyrighted work that Subscriber believes to be infringed, (ii) identification of the material that Subscriber believes to be infringing and its location, (iii) a statement that Subscriber has a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law, and (iv) a signed statement that the information that Subscriber has supplied is accurate, indicating that “under penalty of perjury,” Subscriber is the copyright owner or is authorized to act on the copyright owner’s behalf.

STATCheck’s agent for copyright issues relating to this Platform is as follows:

Copyright Manager

STATCheck, Inc.

Attn: Legal Department

418 W. Garden St.

Pensacola, FL 32502

support@STATCheck.us

In an effort to protect the rights of copyright owners, STATCheck maintains a policy for the termination, in appropriate circumstances, of users of this Platform who are repeat infringers.

9.     LIMITATION OF LIABILITY

9.1       EXCEPT AS EXPRESSLY STATED HEREIN, THE STATCHECK PLATFORM, JOB BOARD, TALENT REGISTRY, AND ANY RELATED SERVICES, ARE PROVIDED “AS IS”. TALENT PRONTO MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE; STATCHECKEXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES.  STATCHECK DOES NOT WARRANT THAT ANY INFORMATION PROVIDED ON THIS PLATFORM BY THIRD PARTIES IS TRUE AND CORRECT.

9.2           Subscriber understands that STATCheck cannot and does not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. Subscriber is responsible for implementing sufficient procedures and checkpoints to satisfy its particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, STATCHECK WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SUBSCRIBER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO SUBSCRIBER’S USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR SUBSCRIBER’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

9.3           Subscriber shall indemnify and hold harmless STATCheck, its affiliates, and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any third-party claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity, related in any manner to: (i) any breach by Subscriber of these Terms and Conditions, (ii) Subscriber’s violation of applicable laws or ordinances, (iii) Subscriber’s hiring processes and/or decisions, or (iv) Subscriber’s independent contractor engagements, decisions, or contracting processes.

9.4           STATCHECK SHALL NOT BE LIABLE TO SUBSCRIBER FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF STATCHECK WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. IN ADDITION, STATCHECK SHALL NOT BE LIABLE TO SUBSCRIBER UNDER ANY CIRCUMSTANCES FOR AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID TO STATCHECKBY SUBSCRIBER DURING THE SIX (6) MONTHS BEFORE SUCH LIABILITY AROSE. BOTH PARTIES AGREE THAT THE PRICES AFFORDED TO SUBSCRIBER ARE PREMISED ON THIS CAP ON DAMAGES.

9.5       Subscriber acknowledges that STATCheck is not responsible for any third-party products, services, or materials that STATCheck may use in connection with the Platform, and STATCheck shall have no liability to Subscriber for any issues or damages arising from the use of such third-party products, services, or materials.

10.  GENERAL

10.1      These Terms and Conditions constitute the entire Terms and Conditions between the parties and supersede all prior agreements, Terms and Conditions, understandings, and negotiations, whether written or oral, between the parties.

10.2      No amendment of these Terms and Conditions shall be effective unless it is in writing and signed by both parties.

10.3      If a court decides that any term or provision of these Terms and Conditions is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms and Conditions shall be enforceable as so modified.

10.4      These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Florida.

10.5      Nothing in this Agreement shall be construed as making either party a joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound. The invalidity, illegality or unenforceability of any term or provision of these Terms and Conditions shall in no way affect the validity, legality or enforceability of any other term or provision of these Terms. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto.

10.6      Any dispute, controversy or claim arising out of, in connection with or relating to these Terms and Conditions or any breach or alleged breach hereof shall be submitted to and settled by arbitration held in Pensacola, Florida, pursuant to the commercial arbitration rules then in effect of the American Arbitration Association (“AAA”) (at any time, at any other place or under any other form of arbitration mutually acceptable to the parties involved). The arbitration shall be conducted by one arbitrator to be selected by the AAA. Any award rendered in connection with such arbitration shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, state or Federal, having jurisdiction with respect thereto. The expenses of arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and counsel's fees and expenses, except that, in the discretion of the arbitrator, any award may include the cost of a party's counsel if the arbitrator expressly determines that the party against whom such award is entered has caused the dispute, controversy or claim to be submitted to arbitration as a dilatory tactic.