Terms of Service and Member Agreement 

Last Updated: November 30, 2023

Operwell’s mission is to connect the world’s professionals with Hiring Managers to promote economic opportunities between our Members.  Operwell.com is a marketplace platform for Corp-to-Corp (C2C) and Corp-to-Hire (C2H) job contracts.  A C2C job contract is established when a Hiring Manager enters into a contract with a Staffing Agency, such that, the Staffing Agency will provide their employee (the “Candidate”) to perform a job, function, or service  as a consultant for a fee and for a defined period of time, for the benefit of the Hiring Manager or their end-client  A C2H contract is similar to a C2C, however, at the end of the period, the expectation is that the Candidate will resign their employment from the Staffing Agency and enter into direct employment with either the Hiring Manager or with the end-client that the Hiring Manager represents.  Registered users of Operwell’s Services are called “Members” and unregistered users are called “Visitors”.

Contract

You are entering into this Contract with Operwell, Inc. (also referred to as “we”, “us”, “our”, and “Operwell”) and its affiliates.  This Contract applies to Operwell.com, Operwell branded apps, and other Operwell-related Platforms, apps, communications and other services that state that they are offered under this Contract (“Services”), including externally (meaning offsite, or in all forms outside of the Platform) collection of data for those Services, such as our ads and the “Apply with Operwell” and “Share with Operwell” plugins. When you use the Operwell.com Platform or any of our Services provided through the Platform or otherwise; you agree to all of these terms.  Your use of our Services is also subject to our Advertisement Policy, Cookie Policy, Privacy Policy, and Subscription Agreement, which covers how we advertise our Services; collect, use, share, and store your personal information, and charge for the Platform and our Services.  Services are provided through the Operwell.com domain, subdomains, links, and related (the “Platform”). 

You agree that by clicking “Get Started”, “Login”, “Register”, “Sign In”, “Join Now”, “Join Operwell”, “Sign Up” or similar, and by registering, accessing or using our Services (described below) or accessing the Platform, you are agreeing to enter into a legally binding contract with Us (even if you are using our Services on behalf of a company or third-party). 

The Platform is made available for use only by individuals searching and/or hiring for Corp-to-Corp or Corp-to-Hire employment openings, or services or information related to their personal employment or job search, by individuals and/or organizations seeking information related to hiring or human resources, seeking Candidates, or seeking to make available information regarding employment openings, on their behalf or other’s behalf, including but not limited to agencies and implementation partners purchasing for multiple parties and employment agencies, and similar.  You may not be or use a bot, A.I. and/or non-human device, engine, or otherwise.  Operwell reserves the right to act as an employment agency on behalf of all Members, either directly or through its affiliates and/or partners in order to facilitate its Services.  You acknowledge and agree that your license to use the Platform is automatically revoked upon your attempt to use the Platform for any other purpose. 

If you are accessing or using the Platform and/or Services in your capacity as an entity, business, an employee or other representative of an Employer or Publisher, or other third-party; you are agreeing to this Agreement on behalf of yourself and are concurrently binding such Employer, Entity, or Publisher, or other third-party as applicable, and you represent and warrant that you have the authority to bind such Entity, Employer or Publisher, or third-party as applicable, to this Agreement.   In this event, Operwell may hold you responsible for violations of this agreement by that business or third-party, and "you," "your" and "party" will also refer and apply to that business or third-party, as described.  Operwell may reject, remove, or limit visibility to any Member, and Operwell may disable any account or restrict your ability to use all or parts of the Platform, for any or no reason without notice. Although Operwell may indicate why Member Content or an account has been removed or disabled, we cannot and are under no obligation to give any or every reason why Member content or an account may be removed. We always retain the right to remove any Member content or account if we feel it is in our interest or our Member’s interest. By entering Operwell.com, all Visitors agree to be bound by similar terms as Members in this contract, as applicable and to the highest extent of the law.

 

International and General Use

Because of the global nature of the Internet, you agree to comply with all local rules with respect to your account and your online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access the Services; including without limitation and not exclusively, all laws, rules, codes, regulations, decrees, acts, orders, directives, legislation, bills, and statutes pertaining to tax, contracts, intellectual property, security, securities and finance, e-commerce, banking, technology, computers, fraud, indentured servitude and employment, European GDPR, and privacy. In addition, you agree to comply with all applicable laws, rules, codes, and regulations regarding the transmission of technical data exported within, to, and from the United States of America and its territories (the “United States”). 

You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. 

You agree that the Platform and all Services are only for those legally authorized to work in the United States and is not intended for use and economic opportunities that are located outside of the United States.  To use the Service and Platform you must be, and represent and warrant that you are of legal age and are legally authorized to work under any and all of the terms indicated in each job listing and posting.  You confirm you are not a minor and are of Minimum Legal Age, as defined by law, to access the Services and Platform without parental or legal guardian consent or guidance and are of Minimum Legal Age to agree to all Terms and Agreements herein without parental or legal guardian consent or guidance.  If in order for Operwell to lawfully provide the Services to you without parental or legal guardian consent (including using of your personal data), then the Minimum Age is such and that older age applies, as determined by applicable local, state, and federal law.  By accessing the Services and/or the Platform, you agree and confirm that you are of at least the minimum legal age required to use the Services and/or Platform and to agree to all Terms, Conditions, and Agreements herein without parental or legal guardian consent.  If Operwell has previously prohibited you from accessing or using the Service and/or Platform, you are not permitted to access or use the Service and/or Platforms, including via the creation of a different name and/or Member identity using a different email address or other content. 

 

Services

You are responsible for any activity conducted through your account, including any purchases made or charges incurred and content posted by and activity of any other Members in your account.  You are responsible for maintaining the security of your account and password and for ensuring that any of your Members or agents do the same. We cannot and will not be liable for any loss or damage from your failure to comply with this security obligation and you agree to hold Operwell harmless. 

Operwell may, in its sole discretion, add to, create new, delete, modify, or terminate any part or all of the Services or suspend your ability to use the Services. Operwell may reject or remove any data and/or content at any time for any reason, regardless of whether or not such was previously accepted or served. You may not resell or transfer access to the Services to any other party.

If you identify that you are using the Services on behalf of a business, you agree that Operwell may share information about your purchases, activity, and use of the Services with that business, including its employees, representatives, agents, Members, and similar. If that business indicates that you are no longer authorized to act on its behalf as a Member or otherwise (e.g., if you leave that business or changes roles within that business), you agree you may be removed from any and all accounts associated with that business. Operwell considers an action taken by a Member in an account (such as an Administrator or Admin) to be one and the same as receiving instruction from the company to add and/or remove Members to and from the business’ account. 

There are three categories of Members: Hiring Manager, Candidate, and Staffing Agency.  While Services may be kindly intentioned for one Member more than another, You agree that all Terms within this contract apply equally to all Members across all Terms herein, including yourself. 

 

Hiring Manager

The Services are designed to help you reach quality candidates for job opportunities. You are responsible for (i) all postings and content therefor submitted by or on your behalf through the Services or otherwise to Operwell, including but not limited to the job descriptions, affiliates mentioned such as Implementation Partners and End Clients, creatives, trademarks, images, URLs and pixels that comprise the postings or content therefor (collectively, your "Postings"); and (ii) all content and property to which Postings may direct viewers, as well as redirects ("Destinations").

If you are including any 3rd party in your job posting, including but not limited to an implementation partner, end client, intermediary, staffing agency, or similar; or using our services on behalf of such parties, you represent and warrant that you have the authority to do so and to bind that business or third-party to these terms and conditions, and your agreement to these terms will be treated as their respective agreement.

The Services may also offer the option to “sponsor” a Posting (“Sponsored Jobs”), which, for an additional fee, will secure upgraded placement of the Posting on certain Operwell pages and emails. Operwell will otherwise determine the size, placement and positioning of your Postings. Operwell will serve your Postings as inventory becomes available on the Properties.

Each Posting must be for one (1) job opportunity; it is not permitted for a Posting to solicit applications for more than one position.

Without limiting the prohibitions in the Member Agreement or any other applicable agreement, you agree that you will not, and you will not enable or authorize any third-party, by virtue of the postings, destinations, or use of the Services, to:

• Create Postings without a reasonable and legitimate intent to hire for a bona fide job opportunity or the specific position listed.
• Create Postings that intentionally misrepresent the job, hiring company, or poster.
• Fail to clearly disclose in any posting that a position is for an independent contractor or is part-time, piecework, commission-based, or has otherwise nontraditional working conditions or compensation may constitute intentional misrepresentation.
• Create postings for “business opportunities” that require payments or recruitment of others or that resemble franchises, multi-level marketing, club memberships, distributorships, or are entirely or almost entirely commission-based.
• Provide identifiable candidate resume or application data to any other parties.
• “Spam” or otherwise contact applicants for purposes other than related to the specific employment opportunity described in the posting.
• Harass, stalk, or contact any applicant after they have asked not to be contacted.
• Create Postings in the United States without possessing valid Federal or State Employer Identification Numbers, if applicable, or create Postings in any other location in a manner that would not allow compliance with applicable tax and employment laws.
• Create Postings for jobs that require applicants to pay for employment or otherwise bear costs related to employment in violation of applicable law.
• Soliciting employees by intentional misrepresentation.
• Create Postings, advertise employment positions, or otherwise engage in recruitment or hiring practices that would be a violation of the law in your state or country, the state or country where the job is to be performed, or the state of California.
• Engage in solicitations, communications or transactions that violate any applicable laws or regulations related to the prohibition of employment discrimination, or that violate applicable laws governing legal eligibility to work.
• Engage in illegal or fraudulent conduct.
• Except as expressly authorized by Operwell in writing, use any automated means or form of scraping or data extraction to access, modify, download, query or otherwise collect information from Operwell.
• Except as expressly authorized by Operwell in writing, copy, modify or create derivative works of the Jobs Services or any related technology.
• Create Postings that contain malware, spyware or any other malicious code or otherwise interfere with the operation of the Jobs Services or any device or system or breach or circumvent any security measure of Operwell or a third-party.

Operwell does not guarantee the identity of a Candidate or Staffing Agency or any individuals working for a Staffing Agency or Candidate, and cautions Hiring Managers when sending job offers, interview requests, and interacting with Candidates and Staffing Agencies.

The Hiring Manager Member shall indemnify, defend, and hold Operwell, its affiliates, and its client(s) harmless from and against any and all claims, actions, or damages arising from or caused by any and all Members failure to comply with any term of this entire Contract or for their violation of any local, state, federal, or international laws.

 

1. Employer Accounts

When you create an Operwell account, a Company Page or post job listings advertising employment opportunities and other job-related contents, including links to third-party Platforms (“Job Listings” or “Job Ads”) on the Platform, whether as part of the Operwell Ads Program or otherwise, you agree that this Agreement (including the Data Processing Agreement ), the terms associated with any Operwell service you are using, and all of Operwell’s policies, including the Operwell Privacy Policy and Cookie Policy, apply to you.

When you access or use the Platform in your capacity as an employee or other representative of an Employer, or if you create an Operwell account on behalf of an Employer, you represent and warrant that you have the authority to bind the Employer to this Agreement. When you create an account on behalf of an Employer, the account belongs to the Employer, and you acknowledge that any and all information that you provide Operwell through the account, such as the actions you take and when you take them, will be visible to the Employer.

As an Employer, your account is for business use and not for personal use. Operwell is not responsible for and disclaims all liability if your email is used improperly or falsely by a third-party. By registering for an Operwell account, you agree to receive mandatory email updates regarding account activity to your Operwell account. If you attempt to send an email from a name or email address that is not true, accurate, current or complete, we reserve the right to drop such email, and attempting to send such email is a violation of our terms. Employers may request that Operwell disable an account at any time by contacting the Employer Help Center. Please note that Operwell may be required to preserve business records pertaining to that account to comply with its obligations under law. Alternatively, if an Employer agent wishes to access or delete their Personal Data held by Operwell, they should follow the steps listed in the “Your Personal data rights” section of this Privacy Policy.

In some instances, multiple Members may be linked to the same account (“a Linked Account”). A Linked Account is created when the primary account owner(s) (“Admins”) of an Employer account invites other Members to the same account. Admin(s) can provide these other Members varying levels of access and functionality (“Roles”) within the account, as described on the Platform, such as accessing account data, including candidate Personal Data, contained in the account of the Member who initiated the invite, or purchasing services from Operwell under such account. If you are an Admin adding a Member to a Role or several Roles, you represent to Operwell that you are an authorized representative of this account and that you have the authority to allow this data and access to be shared. You further agree to indemnify and hold harmless Operwell from any allegations, claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs) that result from the sharing of this data, access to your account, and any purchases made under your account. When using a Linked Account, any Members with access to certain Roles may have access to any or all account information, such as: communications and actions of all other Members and applicants within the Linked Account, resume contacts, and billing information, and you consent to such access. When using a Linked Account, any Members with access to certain Roles may also have the ability to purchase Operwell products under your account, and you agree that you are responsible for the payment of all such purchases made. If you accept another Member’s invitation to link your Employer account to their Employer account, you acknowledge that any and all information about your activity in your Employer account, such as the actions you take and when you take them, will be visible to all linked Members. Linked Account Members may not be able to see your activity, such as your job searches, applications or preferences or your Operwell Profile information, contained in your Candidate account.  You may visit your account settings at any time to unlink your account.  The Admin assigned to an Employer account may also unlink any Member from that Employer account at any time, and may be notified if your Linked Account is used to login from too many devices.

If your Operwell employer account has a credit card on file to pay for one Operwell product or service, Operwell may charge that card for any additional products or services you order.

You agree that Operwell may send notices to Candidates informing them that an Employer account has been compromised, including if such account is associated with you. Operwell cannot and does not guarantee that such notices will always be sent or received, and you therefore agree that Operwell bears no responsibility for doing so. Operwell makes no warranty regarding, and disclaims any liability for, the accuracy, completeness, timeliness, or reliability of such notices.

Operwell may offer suggestions, recommendations, or information to Members that may support or improve their experience on Operwell Platforms. You understand that these offerings are provided as a courtesy and without warranty, and your use of such information is at your sole discretion. As an Employer, you are responsible for your use of the Platform and any tools offered therein, including your decisions regarding your job description, the requirements for your job, compliance with applicable laws, including relevant federal, state, and local laws related to job postings, and whom you interview or hire. Operwell assumes no responsibility and disclaims all liability for any actions you take based on any information provided by Operwell. Operwell may limit your ability to post a job, or the visibility of your job, if it does not appear to indicate a salary above minimum wage, wage transparency laws, or does not comply with other applicable law; however, Operwell is not responsible for, and you are solely responsible for, compliance with minimum wage and other legal requirements.

 

2. Employer Services Including Operwell Apply and Screener Questions

You also agree that, as a service to Candidates, Operwell may activate its Operwell Apply relay function for use in connection with your Job Listings, and that any Candidate may indicate interest in Job Listings through Operwell Apply, and that Operwell will send applications to the email address you provide. You also agree that Operwell may activate a chatbot, which enables Candidates to apply to your Job Ad by answering questions. The answers a Candidate submits are presented to you as a job application. When you use Operwell candidate management tools, including but not limited to your Employer Dashboard, or by activating the Operwell Apply relay function for your Job Listings, you acknowledge and agree that Operwell may make available functions allowing you to take actions regarding the Candidate, such as tools for setting up an interview, viewing a resume and rejecting a candidate. You agree that if you use such candidate management tools, Operwell may assemble the candidate’s application materials, resume, answers to screener questions, assessment responses and other information the candidate provides to Operwell into one document or webpage. You further agree that Operwell is not responsible for maintaining or storing such application materials, and that you are responsible for your own compliance with any applicable record retention, reporting requirements or other applicable law. By using these tools you consent to any information shared through Operwell being processed and analyzed by Operwell according to this Agreement and Operwell’s Privacy Policy. Operwell may store such information regardless of whether a job vacancy has been filled. Candidate Summaries may be provided by Operwell for certain Candidates in the Candidate Details page. These Summaries are populated with information from the Candidate and information provided by you in the Job Description. Candidate Summaries are not a recommendation for employment. Employers agree to review the full application and not to use such summaries as the basis for employment decisions.

Whether you are using the Platform directly or any ATS you are responsible for the contents of your emails, application form, screener questions or their format, criteria you set for inviting candidates to interview, Company Pages that you create, update, or manage, any Job Listings that you post, and any messages that you send through Operwell Apply or otherwise, and agree that Operwell is not responsible for such content and disclaims all liability for such content, including as to whether such content is legal. You agree that you are solely responsible for compliance with applicable law for all content on the Platform, including minimum wage requirements, wage transparency laws, or any other law. If you include voluntary self-identification questions for Candidates along with your application materials, you are solely responsible for compliance with applicable laws related to such questions, including the content and format of the questions and your use of the Candidates’ responses. You are solely responsible for compliance with all applicable regulatory requirements related to collecting and reporting demographic information about applicants.

If you close or change any Job Listings that you post, you agree to promptly update such Job Listings on Operwell or otherwise notify Operwell.  Operwell may provide you with a mechanism for responding to requests for accommodations from Candidates. You are responsible for ensuring that your selection criteria are job-related, that you do not pose “disability-related inquiries” or medical inquiries in violation of the law, and that you do not screen out people with disabilities or members of any protected category under the law. You further acknowledge that you are responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any similar law. You are responsible for clearly indicating that reasonable accommodations are available, engaging with and responding to any requests for accommodation, and providing information about how to request an accommodation to Candidates.

You agree that Operwell may reject or remove any Job Listing or any questions for Candidates for any or no reason. For example, Operwell may remove any Job Listing or question that directly or indirectly discriminates against Candidates. Direct discrimination means, for example, that a Job Listing, requirement, or question specifically makes clear that only Candidates matching a certain criterion are wanted, thereby excluding others because of, for example, their gender, race, age or disability. Indirect discrimination means, for example, that a Job Listing, requirement, or question implicitly excludes certain classes of Candidates by making it impossible for them to qualify for the job requirements. You understand and agree that it is your responsibility to refrain from posting any Job Listing, requirement, or question that directly or indirectly discriminates against Candidates or otherwise violates applicable law. You understand and agree that you are responsible for ensuring that your Job Listing requirements and criteria are job-related and in compliance with applicable law. Operwell does not guarantee delivery, your receipt of the Candidate’s emails or application materials, or that there will be no mistakes in the transmission or storage of the data. You are solely responsible for checking your Employer dashboard to view job applications and other information. Any notifications, such as emails, you may receive about applications or other activities, are provided solely as a courtesy to you and you should not rely on them.

In the event a message being sent is intended for a closed account, these messages will not be deliverable. If you do not feel comfortable sending a message, such as an offer letter, to a Candidate through Operwell’s relay functions, do not use the Operwell relay functions and please contact the Candidate via another method. When using the Operwell Apply function, Operwell will attempt to send applications to the contact information provided to Operwell by you, however, Operwell has no ability to verify the contact information provided by you. In the event you provide incorrect contact information, it shall be your responsibility to correct, appropriately respond, or take any steps necessary to protect the privacy of such Candidates, and you indemnify Operwell for any damages resulting therefrom.

Should you post any Job Listings for Candidates in any country (including but not limited to Japan) where the cross-border transfer of personal data is regulated (such as requiring Member consent), you warrant and agree that you will not cause or allow a cross-border transfer of personal data from Operwell to you that violates or is contrary to the applicable data protection laws. For example, you will take such actions to ensure that any resultant job applications and other personal data to be sent or directed to your designated contact information (including an Applicant Tracking System (ATS) or other service provider selected by you) either through Operwell Apply or other relay functions shall be accessed or received by you at your business location in such country.

When Candidates apply or RSVP to your Job Listing, Operwell may give them the opportunity to provide certain demographic information to Operwell, such as race and ethnicity, gender, age, LGBTQ+ community membership, and disability status, as well as whether they have an arrest or conviction record (“demographic data”). This Operwell demographic data survey is separate from any voluntary self-identification questions provided by Employers. By using the Program, you agree that Operwell may collect demographic data from Candidates applying to your Job Listing using Operwell’s demographic survey, and that Operwell may use information from that survey to evaluate and improve our products. You further agree that you as an Employer have no ability, right, or entitlement to view or access demographic data collected via the Operwell demographic data survey pertaining to any Candidate or related to any employer by any means including civil discovery, subpoena, or any other legal process without their permission. You agree you are solely responsible for complying with all applicable nondiscrimination laws. Operwell disclaims any warranty regarding the demographic composition of Candidates applying to any particular job.

When you use Operwell Apply for your Job Listings, you acknowledge and agree that Operwell may add functions into the corresponding Operwell Apply emails. In addition, Operwell may, on your behalf, send out reminder emails to Candidates you wish to interview. Operwell may also send emails to Candidates on your behalf indicating that your Job Listing is potentially a match for the Candidate’s resume. When you use screener questions, you may be given the option to instruct Operwell to send out rejection notices if the Candidate has not answered the questions in the manner set forth in the online instruction. If you choose such option, such candidates will receive rejection notices and will be set to rejected in your candidate dashboard. You further acknowledge that Operwell has no discretion in the transmission or storage of these or all other rejection notifications (which is purely mechanical), that transmission or storage is not guaranteed, and that the Candidate may not have answered the screener questions accurately. When you use Operwell’s candidate management tools, you may be given the option to send automatic rejection notices to candidates whose status you set to “rejected.” If you choose such option, you acknowledge that Operwell has no discretion in the transmission or storage of rejection notices.

Similarly, you may be given the option to use candidate management tools that schedule interviews on your behalf with Candidates who meet criteria you have selected. If you choose such option, Candidates will be scheduled for interviews and invited to interviews on your behalf via email based on whether information the Candidate has provided to Operwell (e.g., answers to screener questions, resume, Operwell Assessment Responses) matches criteria you have set. You are responsible for ensuring that your selection criteria are job-related, that you do not pose “disability-related inquiries” or medical inquiries in violation of the law, and that you do not screen out people with disabilities or members of any protected category under the law. You are responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any similar law. You further agree that Operwell has no discretion in the transmission or storage of these interview invitations (which are purely mechanical), that transmission or storage is not guaranteed, and that the information the Candidate provided to Operwell may not be accurate. Operwell may request that Candidates confirm their interest in the position before scheduling an interview. It is ultimately the Employer’s responsibility to confirm whether any interviews were scheduled, or to reschedule or cancel interviews if necessary. The decision of who to interview is decided solely by the Employer, who can choose to interview any Candidate at any time, and by scheduling such interviews, Operwell does not warrant that a Candidate is qualified, meets the criteria the Employer has set, or that the information provided by the Candidate to Operwell is accurate. Operwell candidate management tools are intended to allow Employers to more efficiently connect with Candidates as they determine, and the sole responsibility for the content of any screener question, any decision to proceed or not proceed with interview or offers, any issues arising from an acceptance or denial of employment, and any other issues arising from the use of candidate management tools is solely with the Employer. By using this and other candidate management tools, you acknowledge and agree that Operwell is not procuring employees for Employers or procuring opportunities to work for Candidates, and that Operwell does not act as your employment agency by offering these candidate management tools.

You agree that Operwell may take action to try to identify and reduce spam applications, including by imposing a cover letter requirement for applicants. You agree that Operwell may also ask Candidates whether they can reliably commute to the work Platform if you require in-person attendance. Operwell may also highlight to Candidates qualifications required for your position in order to help the Candidates assess whether to apply for your role. Operwell does not verify the identity of any Candidates who apply to your job listing, nor does Operwell know a Candidate’s motivation for applying to your job listing, and thus provides no guarantee as to the Candidate’s qualifications or interest in your job listing. You agree that Operwell Apply and Operwell’s relay functions are presented to you without warranty and Operwell assumes no responsibility for the communications between you and the Candidate, which communications are your and the Candidates’ sole responsibility.

By using any automated phone screen product, you agree that you are requesting Operwell to send a Candidate a telephone number, which the Candidate may call with the purpose of answering your telephone screening questions. You agree these questions are part of your application process, are solely determined by you, and are not being asked by Operwell. You also agree that you are only asking Operwell to record the Candidate’s answers to your screening questions and that Operwell will forward you the recording of the answers to your questions. You consent to Operwell listening to and analyzing the recording in accordance with Operwell’s Privacy Policy, as well as to Operwell providing the recording to third parties to aid in analysis or quality of the product. Operwell disclaims all warranties with regards to the transmission or storage of such phone screens and responses, does not guarantee their delivery or receipt, and does not guarantee the date or time at which they may be sent.

 

You shall indemnify, defend and hold harmless Operwell, its agents, affiliates, and licensors from any third-party claim or liability (including without limitation reasonable legal fees) arising out of any Company Page created or claimed by you, or any Job Listing, application materials, voluntary self-identification questions, or screener questions (or answers thereto) posted by you, or any message sent by you. Operwell may make Job Ad analytics data available on a Company Page or elsewhere on the Platform, and may provide analytics data regarding your Employer account to anyone at your company at Operwell’s discretion. To the extent permitted by law, if you have an unpaid or outstanding invoice or account balance for any Operwell product, Operwell reserves the right to suspend or terminate your use of that Operwell product as well as any other Operwell product as set out in the IO for that product, including but not limited to those Operwell products where you do not have an unpaid invoice or account balance. Operwell may elect to apply (i) penalties for late payment as per the maximum interest permitted by law and (ii) any reasonable expenses and attorney fees Operwell incurs collecting such late payments.

When you view, send, take action on, make a decision regarding, store, or receive materials (including Job Listings, resumes, applications, pre-recorded interviews, and messages) through or using the Platform or any Applicant Tracking System (“ATS”), Operwell may, for any purpose, use any data of such materials or action for data analysis, quality control, or to refine the Platform or any other Operwell product or service (including to provide better search results and other Job Listings for Candidates and Employers), whether via automated means or otherwise. Operwell may also inform the Candidate of your  actions or activity related to such materials through or using the Platform or any ATS.  For example, Operwell may notify the Candidate about your activity or action related to a Job Ad (such as pausing or closing it), or Candidate’s application or Resume (for example, that you viewed or responded to it, or that you made a decision with respect to it). Operwell may inform Candidates about activities you take on the Platform, for example, whether you are online, recently active, or active on Operwell. You hereby consent to Operwell informing the Candidate about such actions and activities.

Operwell, in its sole discretion, may add labels or badges to Employer names or Job Ads, such as, “Responsive Employer” or “Active Employer” or “Hired on Operwell”. Employers may also request that Operwell add such labels. Operwell shall determine the method by which such labels or badges are added or which Employers qualify. The lack of a label or badge may indicate that Operwell does not have sufficient data to determine if an Employer qualifies. Some of the data may be provided by the Employer and Operwell does not guarantee the accuracy of such data. Operwell does not guarantee the accuracy of any label or badge that is added to Employer names or Job Ads based on employer provided data, including data on Job Ads. Operwell reserves the right to change or remove such label or badge features at any time and in Operwell’s sole discretion.

If you access or use any Operwell Application Programming Interface (API), including accessing and using the Platform or any of the Operwell Apps or any Applicant Tracking System (ATS) through an API, you agree to be bound by this Agreement, the Operwell API Terms, Operwell Privacy Policy, the Platform Rules, and any additional rules and policies made available by Operwell. YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE ANY API AT YOUR OWN DISCRETION AND RISK AND THAT OPERWELL DISCLAIMS ALL LIABILITY ARISING OUT OF YOUR USE OF ANY OPERWELL API. It is your responsibility to regularly review any Operwell App or the Platform for the most up-to-date information (including, but not limited to, explanations about how features work, disclaimers and disclosures regarding the services provided, method for charging) about Operwell’s products and services. By using an API, rather than directly using the Platform or an Operwell App, you agree to all information provided on the Platform or an Operwell App. Use of an Application or ATS via an API, rather than direct use of the Platform or an Operwell App, shall not excuse any lack of information or understanding about Operwell’s products and services where that information is otherwise provided on the Platform or an Operwell App.

Your use of a third-party developer to build an integration with an ATS: Should you appoint or otherwise utilize a third-party developer to develop an integration with an ATS , you shall ensure that you and the third-party developer comply with all applicable Data Protection laws (including, inter alia, the execution of data processing agreements) in the development of the ATS integration. When you use the Operwell API through a third-party developer to develop an integration with an ATS you shall be fully liable for the actions / omissions of the third-party developer and the ATS you choose to use. You shall also ensure that all personal data (including disposition data) transferred to Operwell via the integration takes place in compliance with applicable Data Protection laws, for example, obtaining consents from and providing notices to data subjects (as applicable) as well as implementing relevant agreements where required by such laws. You shall indemnify and hold harmless Operwell against any claim or actions brought by a data subject arising from or related to Your use of the API and/or your use of a third-party developer and their use of the API.

You acknowledge that as part of its efforts to combat fraud and spam, Operwell may require that Members verify their email address, including Candidates applying to your job. However, email verification is not guaranteed. You are responsible for your use of any software that rejects applications from unverified email addresses. 

You further acknowledge that compliance with any governmental record-keeping requirements, such as the Office of Federal Contract Compliance Programs’ (OFCCP) internet applicant record-keeping rule and GDPR, is your sole responsibility. 

3. Job Match

Job matches are recommendations which may be presented to both you as an Employer and to Candidates in various formats on the Platform. For example, Operwell may recommend Resumes which match Job Ads you have posted, or recommend Job Ads to Candidates which are similar to jobs to which they have recently applied. Job matching is provided to you on a beta basis and is subject to our Beta Program (see section 9 of the Terms of Service for All Members).

To generate matches, Operwell uses data collected through our Platform from both Employers and Candidates. This includes Job Ads, Resume, application materials (including responses to screener questions), Operwell Assessments, and Member activity on Operwell (such as searches run and Job Ads clicked on and applied to). You agree and consent that Operwell may use this information to present potential matches to you and to potential Candidates.

 

4. Salary, Applies or Other Information Provided by Operwell

Operwell may provide some information and content to Members for informational purposes only. For example, Operwell may provide Candidates with data regarding estimated salaries for a given Job Listing, number of applies to a Job Listing, responses to certain screener questions for a Job listing, or provide you with estimated applies to your Job Listing. All such figures provided by Operwell are estimates given for informational purposes only, may come from a third-party, and they are subject to change or varying levels of accuracy. If you are participating in the Operwell Ads Program and your Sponsored Job advertising budget is set on a per-apply basis, you will be charged based on Operwell’s determination of Apply count as reflected in your employer dashboard and not based on the number of applies that may be provided to Candidates for informational purposes only. Operwell may add labels or badges to Job Ads – such as pay types, specialties, benefits, or union associations – based on data contained within the job description. These are for informational purposes only and Operwell does not guarantee the accuracy of any label or badge. Operwell may also include salary estimations on pages other than Job Listings on the Platform.

 

Please note that all salary figures are approximations any may be based upon multiple third-party submissions to Operwell, including from Operwell affiliates. These figures are given to Operwell Members for the purpose of generalized comparison only and the accuracy of the data is not guaranteed. Operwell may also provide data regarding impressions in relation to your Job Ad. Such figures are provided for informational purposes only, are subject to change at any time, and Operwell does not guarantee their accuracy. Operwell reserves the right to change the method of measuring such figures at any time.

 

Operwell may offer job post templates for informational purposes only. By using any of this content, you adopt it as your own and are responsible for making it true, appropriate and compliant with all applicable laws. All content provided by Operwell, including template job post information and estimated applications for a given job posting, is for informational purposes only, may comprise or be based on information provided by third parties, is provided without warranty, and is subject to change and varying levels of accuracy. Estimated applications are not a guarantee of future performance.

 

5. Screening Tools

Operwell may make available to you screening tools for your use for candidates who apply to your job, including screener questions, phone screen tools and assessments. Operwell is licensing these tools to you for your use as you determine. By using any screening product, made available to you by Operwell, you agree that you have made the determination to use these tools as part of your application process, and the substantive questions you ask or choose are solely determined by you, and are not being asked by Operwell. You agree you are solely responsible for the use of such screening tools in compliance with the law, such as: the Fair Credit Reporting Act and similar state statutes; applicable employment, equality or anti-discrimination laws such as Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and other similar federal, state, and local laws; and any applicable data protection or privacy laws, or laws regulating use of “automated employment decision tools”. You agree that an Assessment is only designed to evaluate a particular knowledge, skill, or ability. It does not evaluate a Candidate’s qualification for any job nor their ability to safely perform a job. Whether a particular skill is relevant to a job, or whether a Candidate is qualified or appropriate for a job, is decided solely by you. You agree to use an Assessment in combination with other selection and hiring processes to measure only those knowledge, skills or abilities and/or other characteristics that are 1) job-related and 2) required for a candidate’s first day on the job. You are responsible for ensuring that your selection criteria are job-related, that you do not pose “disability-related inquiries” or medical inquiries in violation of the law, and that you do not screen out people with disabilities or members of any protected category under the law. You further acknowledge that you are responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any similar law. You are responsible for clearly indicating that reasonable accommodations are available, engaging with and responding to any requests for accommodation, and providing information about how to request an accommodation to Candidates. Operwell shall direct Candidates who reach out to Operwell with an accommodation request to you via the contact information you provided to Operwell, and you are responsible for monitoring your inbox for such requests. While Operwell may consider WCAG 2.1, Level AA in our efforts to design and develop accessible offerings, as outlined in the accessibility statement, each disability is unique and Operwell does not warrant compliance with the Americans with Disabilities Act or any equivalent or similar law. You agree to indemnify Operwell for any and all claims arising out of your use of a screening tool, including any claims that any screening tool does not comply with the Americans with Disabilities Act or similar law, or that your use of any screening tool results in a “disparate impact.” 

 

Operwell may offer Employers the ability to activate a feature on their account called Employer Assist. Activating Employer Assist means the Employer is instructing Operwell to send a message on the Employer’s behalf to the Candidate informing them that the Employer has determined not to move forward with their application. To prevent a rejection notice from being sent, you must indicate your interest in the application on Operwell. Any interactions you have directly with a Candidate and not through a tool provided by Operwell (for example, calling or emailing a Candidate directly instead of through an Operwell Relay Service) are not visible to Operwell, and will not prevent an Employer Assist rejection notice from being sent. If you activate Employer Assist then you must interact with a Candidate through a tool provided by Operwell to prevent an Employer Assist rejection notice from being sent. If you activate Employer Assist, candidates with whom you do not interact within your chosen time frame will receive rejection notices, and you agree to indemnify Operwell from any claims arising therefrom. You further agree that Operwell may notify Candidates about the estimated time frame during which they may expect to hear back from you based on the time frame you choose in Employer Assist.

Operwell may offer functionality that groups candidates based on whether they meet or may meet Employers’ criteria, based on text in their resumes or answers to screener questions, and we offer Employers the ability to automatically schedule calls with applicants who meet their criteria as well. In all cases, Employers can view any applicant at any time, and Operwell makes no decisions about any applicant. You agree that such functionality does not constitute or contribute to a decision, and is not a substitute for human discretion and review. You agree not to use such functionality as the sole factor, as a factor weighted more than other factors, or to modify or overrule conclusions derived from other factors, in your decision-making or hiring processes.

6. Communication through Operwell

You may receive messages, emails or email notifications corresponding with your or a Candidate’s activity on or use of the Platform, Operwell Apply, Operwell Chat, or any other communications service, product, or feature provided on or through the Platform. In all cases, such messages or notifications are provided solely as a courtesy, and you should not rely on them. For example, if you wish to interview a Candidate, it is your responsibility to follow up with the Candidate separately to ensure they know about the interview, do not rely on notifications through Operwell. Operwell disclaims all warranties with regards to the transmission or storage of such courtesy notices, does not guarantee their delivery or receipt, and does not guarantee the date or time at which they may be sent. In the event a message being sent is intended for a closed account, these messages will not be deliverable.

 

Operwell may mask or hide contact information, such as phone numbers and email addresses, and substitute it with an alias. For example, Operwell may mask Candidate contact information from resumes or applications. Operwell may also mask your email address or phone number, and Candidates may see an alias email address or phone number when they communicate with you. You agree to a Candidate contacting you from a masked phone number or email. If you contact a Candidate from a masked phone number and you do not leave your contact information, after the masked number expires, the Candidate may not be able to contact you by phone unless you have provided your actual contact information to them. Once a Candidate has your contact info, you agree that Operwell is not responsible or liable for the manner in which they may use the info.

Operwell may group messages together as part of a conversation on Operwell Messages. This is done as a courtesy, and some messages related to the same conversation may not be grouped together. When communicating with a Candidate through Operwell, the Employer sender’s information may be displayed in different ways, for example, it be may be displayed as the Employer’s company name or the name of the specific person sending the message, but you or the Candidate may not see all that info in all circumstances.  Operwell’s messaging system is not intended for sending one message to multiple people. You agree to not use Operwell’s messaging services to send bulk messages, unless specifically authorized in the Operwell interface. You agree to not circumvent this limitation through using your email client for this purpose, for example by sending email messages through your email client (e.g. your Gmail or third-party email provider) to multiple Operwell aliased e-mail addresses. If a Member sends an email to multiple recipients (e.g. by adding additional aliased email addresses to the cc field in a third-party email client), this may affect the way messages on Operwell are displayed. In this case, it is best to view the email conversation in the third-party email client. Should you choose to send an email from a third-party email client, the person with whom you’re communicating may be able to see your email address, rather than the alias.

If you, or anyone on your behalf, send or receive communication on or through the Platform (including by sending or receiving text messages, sending or receiving communication to/from an email address aliased by Operwell and/or by using a different email address from the one associated with your account), you agree to the communication being processed, analyzed, reviewed, and stored, including via automated means, for data analysis, quality control, enforcement of the Platforms’ rules and other Operwell policies, content moderation, and to improve the Platform or any other Operwell product or service. If you disagree with any part of these terms, do not use the Platform.

Specifically, if you post a Job Listing directly on Operwell, applications are sent only to your Operwell dashboard; any other notifications you may receive are provided solely as a courtesy to you. For example, you may not receive application email notifications if a Candidate has not answered screener questions correctly, although these applications will be sent to your Operwell dashboard. Operwell reserves the right to turn on or enable chat or other communication options for select Employers or Job Listings, in its sole discretion, and to notify Candidates that chat or other communication options are available for a particular job or Employer. For example, you may be eligible to enable pre-apply chat to certain Job Listings. To remain eligible for pre-apply chat, you must respond to Candidate communication in the amount of time identified on the Platform. Operwell may, in its sole discretion, turn off or disable chat for any Employer or Candidate at any time without prior notice.

 

Operwell may enable text messaging relay and/or call relay services through our Platform to help facilitate contact between Employers and Candidates about a Job Listing. You understand that communicating through such relay services on or through the Platform shall be limited to the purpose of hiring for your Job Listing. Operwell may, in its sole discretion, turn off or disable text messaging relay and/or call relay services for any Employer or Candidate at any time without prior notice and for any or no reason. Please note that since these text messaging relay and call relay services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. We also cannot vouch for the technical capabilities of any third parties to send or receive such text messages or calls. You agree that Operwell is not responsible or liable for the content of any text message and/or call from you or Candidates. You further agree that Operwell is not responsible or liable for the manner in which you or Candidates use text messaging relay and/or call relay services.

 

If you use Text to Apply, you agree that you are requesting that Operwell respond to Candidate text messages sent through Text to Apply, on your behalf. When a person texts the assigned Keyword to the phone number provided, Operwell shall respond with a text message containing a link to the sponsored Job Ads that you have associated with Text to Apply. You acknowledge and agree that only sponsored Job Ads may be displayed and that use of Text to Apply or Scan to Apply is a benefit to sponsoring Job Ads. Operwell may, in its sole discretion and without prior notice, (i) suspend or terminate your use of your Keyword and require you to choose an alternative Keyword or (ii) terminate your use of and access to Text to Apply and Scan to Apply. Operwell may do so for any or no reason, including for the following reasons: (i) if you choose a Keyword that infringes third-party intellectual property rights, (ii) if Operwell is notified of any violations of our SMS provider’s terms of service or (iii) if a Sign violates any of Operwell’s terms. When promoting Text to Apply or Scan to Apply, please note that Candidates will need to have or create an Operwell account to complete any application. A disclaimer noting this requirement should be included in any signage promoting Text to Apply or Scan to Apply.

 

You agree that you are solely responsible for the Sign placement and all Sign content including any text, QR code or design elements. Furthermore, you acknowledge and represent that your Sign and its contents do not infringe any third-party rights (including copyright or trademark) or contradict any obligations you may have under an existing contract with a third-party. You agree to remove or update any Sign upon Operwell’s request. By using the Operwell name, trademarks, or logos (“Operwell Marks”) in connection with any Sign or marketing materials, you agree to the Operwell Scan/Text to Apply License Terms. All uses of the Operwell Marks shall be subject to the Operwell Trademark Usage Guidelines as may be provided to you from time to time. The Sign and any text messages that a Candidate sends constitute Member Content and shall be treated in accordance with any Member Content sections herein. 

 

You may cancel the Text to Apply or Scan to Apply service at any time. To do so, remove any Signs and inform your Operwell Sales or Customer Success Representative. It may take a few days to process your request, and you agree that during that time persons who send Keywords to the designated phone number may continue to receive text messages. You understand that any Keywords, phone numbers or QR codes associated with your account may no longer be available to you upon cancellation. You agree that Operwell is not responsible for connecting you with Candidates via Text to Apply or Scan to Apply once you cancel those services.

 

7. Virtual Communications 

Operwell may offer you the option to manage virtual and remote communications with Candidates within Operwell products, including but not limited to, Operwell Interview, Operwell Hiring Platform, phone interviews, virtual meetings, and video interviews (“Virtual Interviews”). Services may include giving you access to scheduling, video conferencing, web conferencing, meeting rooms, pre-recorded videos, pre-recorded audios and other collaborative services offered by third-party telecommunications service providers. You understand that Operwell is not a telecommunications service provider. Operwell disclaims all warranties with regards to the transmission of virtual communications. Operwell does not guarantee (1) availability of such services at the time You attempt to initiate them (2) the quality of such services, or (3) the dates or times you’ve arranged with Candidates for your Virtual Interview. Further, Operwell does not verify the identities or qualifications of Candidates with whom you arrange Virtual Interviews. 

Any 3rd party video conferencing tool that you may link within your Operwell account is done at your own risk. Operwell makes no guarantees that any 3rd party integration, link, API, or otherwise will function as intended.  You agree to abide by the privacy policies of such third-party and confirm that use of the 3rd party video conferencing tool or software does not violate Operwell’s Terms of Service and related Policies within this Agreement. 

You are solely responsible for offering alternative methods of communicating or interviewing for individuals with disabilities, if so required by the Americans with Disabilities Act or any similar law.

 

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THERE IS NO PROTECTION FOR ANY INFORMATION YOU SHARE OR DATA THAT YOU TRANSMIT WHILE PARTICIPATING IN VIRTUAL INTERVIEWS INCLUDING, BUT NOT LIMITED TO, AUDIO/VISUAL CONTENT, INTERVIEW QUESTIONS AND ANSWERS, OR YOUR IMAGE OR LIKENESS. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERWELL IS NOT RESPONSIBLE FOR SECURING OR PROTECTING ANY DATA OR INFORMATION THAT YOU SHARE OR TRANSMIT DURING YOUR USE OF VIRTUAL INTERVIEWS. OPERWELL ASSUMES NO LIABILITY FOR THE MISUSE OF ANY DATA YOU SHARE OR TRANSMIT THROUGH USE OF VIRTUAL INTERVIEWS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT OPERWELL DOES NOT ASSUME ANY RESPONSIBILITY FOR AVAILABILITY OR RETENTION OF ANY RECORDINGS OF VIRTUAL INTERVIEWS.

YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE VIRTUAL INTERVIEWS AT YOUR OWN DISCRETION AND RISK AND THAT OPERWELL DISCLAIMS ALL LIABILITY ARISING OUT OF YOUR USE OF VIRTUAL INTERVIEWS.

Upon Your request, Operwell may extend invitations to additional representatives at your company to join Virtual Interviews. You understand and agree that Operwell will extend such invitations on your behalf based on the email addresses you provide for those representatives but Operwell is not responsible for inaccuracies in the contact information you provide. Further, Operwell is not responsible, and you are solely responsible for the conduct or actions of your representatives. You represent that you have the authority to bind your additional representatives to Operwell’s Terms, and by extending invitations to your representatives, you are binding them to Operwell’s Terms.

You understand that Operwell is only providing the option for you to communicate with Candidates via services that may be offered by third-party providers. Operwell is not a party to your Virtual Interviews and is not a participant in any arrangements you make with Candidates. You are responsible for any requests for accommodations from Candidates. For example, if a sign language interpreter is requested, it is your responsibility to provide one if you are legally obligated to.

Recording Virtual Interviews: As an Employer, you may be presented with an option to enable recording of Virtual Interviews. You acknowledge and agree that you will not record, store, or analyze Virtual Interviews without permission from Candidates and all participants. By recording a Virtual Interview, you represent and warrant to Operwell that you have secured all necessary consent and will comply with all applicable laws, including state and federal law regarding consent to record interviews and phone calls. By choosing to record Virtual Interviews through Operwell, you agree that third-party providers and Operwell can store and access the recording. However, you agree that Operwell is not obligated to store or retain any recording of any Virtual Interview under any conditions. YOU FURTHER AGREE TO DEFEND, INDEMNIFY AND HOLD OPERWELL HARMLESS FROM ANY ALLEGATIONS, CLAIMS, ACTIONS, SUITS, DEMANDS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, SETTLEMENTS, JUDGMENTS, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COSTS) THAT ARISE FROM THE RECORDING OF VIRTUAL INTERVIEWS.

Virtual Evaluations: You shall only use the recordings and other information obtained through Virtual Evaluations for your internal hiring purposes. You shall not use Virtual Evaluations for any illegal, discriminatory or fraudulent purpose. As part of Virtual Evaluations, you will submit or approve interview questions which Operwell will share with candidates. You agree that the interview questions are part of your application process and determined solely by You. Operwell may provide You with the ability to directly invite candidates to participate in Virtual Evaluations or you may instruct Operwell to automatically invite candidates who meet your selection criteria, for example, all candidates who submit an application through Operwell. You acknowledge and agree that you are solely responsible for your use of Virtual Evaluations, including how you decide which candidates shall be invited to participate in Virtual Evaluations, who you decide to contact after the Virtual Evaluation has been completed and any employment related decisions that you make. Operwell does not act as your employment agency by offering you the Virtual Evaluations service, we merely maintain the right to do so. A candidate’s Virtual Evaluation video will only be deemed complete and submitted to you when the candidate approves the submission through the Virtual Evaluations tool. Operwell reserves the right to not submit a candidate’s response if a candidate or Employer uses the tool in an abusive manner, which shall be determined in Operwell’s sole discretion. You agree that Operwell is not responsible for maintaining or storing any candidate submissions through Virtual Evaluations, and that you are responsible for your own compliance with any applicable record retention requirements. You acknowledge and agree that the video recordings and transcripts associated with Virtual Evaluations will only be retained for a period of one year from the date that the recording is completed by the Candidate (“One Year Period”).  After the relevant One Year Period, the video recording and transcript may be permanently deleted and you will no longer be able to view or access them. You acknowledge that the Virtual Evaluations video recordings contain personal and confidential information, and you confirm that those you’re sharing the Virtual Evaluations video link with have permission to view the recording. The term Member Content as defined in these Terms of Service shall include the content of the interview questions, as well as the content of the Virtual Evaluations video recordings, transcripts and any other information that you or a Candidate sends through Virtual Evaluations.

 

Candidate

You as the Candidate acknowledge for yourself that the information provided in your account or Profile, including, but not limited to, your work and personal history, skills, background, USCIS work authorization and related supporting documents, and other resume details, interview, references or referrals; and related, in consideration for Your providing services to or on behalf of the Hiring Manager is true and accurate, that you are not restricted by any employment or other agreement and the Candidate understands that any misstatements of the qualifications or your availability is a breach of this Agreement, and You consent and approve of Operwell using, storing, and transmitting data.  

When you link or associate your account, Profile, and data with a Staffing Agency, you are granting permission to the Staffing Agency to submit you for job offers and economic opportunities, and to enter into Corp-to-Corp or Corp-to-Hire Agreements on your behalf where you agree to provide a job, service, or similar, as an employee or independent contractor of the Staffing Agency to perform services for the benefit of a Hiring Manager and/or their implementation partner, end-clients, agents, or similar; under the terms agreed between the Staffing Agency your account is linked and the Hiring Manager.  Contract terms that the Staffing Agency may bind you to perform with a Hiring Manager or their end-client may include but are not limited to; (1) the location you will be located when you work, (2) the rate, salary, or monetary benefit you may receive, (3) the working hours per day or generally, your working schedule, (4) benefits offered or not offered including health & medical insurance, dental insurance, fringe benefits such as Paid Time Off, and other related items. You confirm that you have provided the Staffing Agency the legal basis to represent you in Corp-to-Corp or Corp-to-Hire job transactions. 

Operwell is committed to ensuring our Members, Visitors, and those people around the world and in our communities are treated with fundamental dignity and respect. We strive to ensure the products and services we provide are produced in a way that respects internationally recognized human rights, including the right to freely chosen employment. We do not tolerate the use of child labor, forced labor, modern-slavery, or human trafficking in any form—including slave labor, prison labor, indentured servitude, or bonded labor—in our operations, on the Operwell platform, or anywhere within our business – even if only through association with a 3rd party or individual who violates these principles.  Our approach is informed by international standards: we respect and support the United Nations (UN) Guiding Principles on Business and Human Rights, the UN Universal Declaration of Human Rights, the Core Conventions of the ILO, and the ILO Declaration on Fundamental Principles and Rights at Work.

By accessing the Operwell.com platform, You hereby confirm that you are of “sound and just” mind and you freely register as a Member.  You confirm that of your own free will and choice, you’ve voluntarily chosen to link a Staffing Agency to represent you as a Candidate; and they are legally authorized to do so. 

YOU FURTHER AGREE TO DEFEND, INDEMNIFY AND HOLD OPERWELL HARMLESS FROM ANY ALLEGATIONS, CLAIMS, ACTIONS, SUITS, DEMANDS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES, SETTLEMENTS, JUDGMENTS, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION ATTORNEYS’ FEES AND COSTS) THAT ARISE FROM THE FRAUD, MISDEALINGS, ILLEGAL OR DISHONEST PRACTICES, AND ANY VIOLATION OF ANY TERMS OR CONDITIONS OF THIS CONTRACT BETWEEN YOURSELF, ANY STAFFING AGENCY, HIRING MANAGER, AND THE RESPECTIVE AGENTS, EMPLOYEES, AND ACTORS REPRESENTING EACH.

 

By becoming a Member, you are requesting and authorizing Operwell, or an Operwell vendor, to review or scan your account, profile, data, entered or uploaded, or by any other means, all information and data on your account (“Operwell Profile” or “Profile”) and provide you feedback (in Operwell’s sole discretion), including suggested changes, other jobs you may consider applying to because your qualifications may match their requirements, and suggestions for additional information you may want to include with your application to a particular job.  Your Operwell Profile may also consists but it is not limited to information you provide throughout the Platform, including your Operwell Resume, your scores on any assessments you may have taken, and any information that you choose to include, such as your desired job title, job types, work schedule, USCIS information and/or work authorization evidence, documentation and related; whether you are ready to work or not ready to work, or pay, desired work locations, skills, talents, awards, attributes, preferences, experience, history, background, commentary, and provided summaries of such information. Information in your Operwell Profile, except as otherwise indicated on the Platform, may be available to third parties, such as Staffing Agency Members, Hiring Manager Members, employers, and their employees, agents, and other third parties.

As a Candidate, you take a variety of actions on our Platform and you provide various information. For example, you search for jobs, and Operwell knows and stores the titles of jobs you search for and click on, where those jobs are located, the general salary range or experience level of the jobs you view (if indicated on the Job Listings), the Job Listings you apply to, your amount of activity or time of most recent activity on Operwell, and any other information you provide directly to Operwell including desired salary, past experience, any information in your Operwell Profile, and any of your other behavior on the Platform. You know exactly what this data is because you are the person who provided the information or undertook the activity and the data pertains only to your activity. By using Operwell, you acknowledge and agree that Operwell collects, records, processes, analyzes, and stores any and all information you provide and activities you take on the Platform, and any and all interactions and communications you have with, on, or through the Platform.

When you initiate an interview request or job application that is operated by a Hiring Manager or its applicant tracking system (ATS), Operwell may collect certain information about you and any actions taken by you during your visit using automated means, such as via API, cookies and web beacons. The information collected includes, for example, information about Job Listings you viewed and job applications you started and completed. A Hiring Manager who provides tracker functionality is required under this Agreement to provide any notice, and obtain any prior consent, that may be required by applicable law. However, you acknowledge and agree that Operwell has no control over such a Hiring Manager or its chosen ATS. You agree to Operwell’s use of, and receipt of information from, any such tracker functionality.

If you have an Operwell account or a Candidate Resume, you agree that Operwell may associate this data with your Operwell Profile and use this observed factual data to suggest jobs to you and to suggest you or your Searchable resume to Employers that might be interested in a person who matches your behavior on Operwell. You also agree that Operwell may contact you based on this observed behavior or provided info on behalf of Employers or Operwell itself. Please note, the aforementioned actions do not include information sent to you by a third-party, however, Operwell may publicly display the fact that you have recently used the Operwell Platform to correspond with a third-party. In addition, if you set Your Resume to Searchable, this means that Operwell may share all of the aforementioned information about yourself with third-party Employers. If you do not wish to share such information, you may set Your Resume to Not Searchable. When you make changes to your Operwell Profile, including, but not limited to, updating, deleting, or changing settings on Your Resume, it may take a few days for the changes to be reflected.

You may have the opportunity to provide Operwell with certain demographic information about yourself, such as your race and ethnicity, gender, age, LGBTQ+ community membership, and disability status, as well as whether you have an arrest or conviction record (“demographic data”). By choosing to provide your demographic data you agree that Operwell may use it to evaluate and improve our products, and share aggregate summaries of Candidate information with Hiring Managers. If you do not want your demographic data to be used in this way, do not provide it to Operwell (or, if you have already provided your demographic data to Operwell, you can edit your Profile or delete your account). You further acknowledge and agree that another Candidate’s demographic data is personal information, and to the extent permitted by law you waive any right to request or view demographic data pertaining to any other Candidate. 

Please note that Operwell may be required to comply with legal obligations or governmental requests or to establish or exercise its legal rights or defend against legal claims. This means, for example, that Operwell may receive legal process from courts or law enforcement to reveal Member data, including demographic data.

Please also note that some Hiring Managers may ask applicants to voluntarily self-identify certain demographic information such as race, ethnicity, sex, disability and/or veteran status along with their job applications. Some Employers are required by law to ask these questions and you may see these questions when applying to jobs on Operwell. That is a separate process from Operwell’s collection of demographic data, and Operwell is not responsible for these questions. If you have questions or concerns about an Hiring Manager’s application materials, please contact the Hiring Manager directly or refer to their privacy policy.

We may also provide you with feedback through additional resume review services, such as helping you understand how your resume may be parsed by applicant tracking system software, feedback on ways to build a more effective resume, or a personalized resume review video or other content. We provide this feedback directly to you, and may give you the ability to access it within your account.  Operwell assumes no responsibility and disclaims all liability for any actions you take based on any provided feedback. Operwell does not guarantee that any recommended jobs are suited for you. 

Operwell may share with you job ads that match the contents of your Profile. Operwell may also highlight to you items in your Profile that may match qualifications from a job ad, or highlight to you items that appear in a job ad and may be missing from your Profile. These highlights do not mean you are or are not qualified for the job or that you should or should not apply for it. Applying for such job ads does not guarantee job interviews or hiring. Even where Operwell highlights items or a job ad is shared with you, Operwell assumes no responsibility, and disclaims all liability for the content, accuracy, completeness, legality, reliability, or availability of job ad or highlights. By creating an account or accessing the Platform or Services, you agree that Operwell may convert your Profile to a different file type. It is your responsibility to review your Profile to ensure that the content appears as you intend, and that it contains the right information or any information you intend to include or update. If you see any inaccuracy in any such material, it is your responsibility to correct such information. Operwell makes no guarantee regarding the timeliness, speed, or promptness that updates you submit may be applied.  Operwell assumes no responsibility and disclaims all liability for account’s data or other application information you post, send or receive through the Platform.

If you do not access your profile for an extended period, as determined in our sole discretion, your account may be masked, hidden, removed, terminated, or deleted.  To mitigate fraud, Operwell may mask or hide your contact information, for example, we may mask or hide your email address and/or phone number, from Your Operwell Profile, Your Resume, or application, and may substitute it with an alias. Operwell makes no promise to you about whether all or part of your contact info will be masked or hidden, and the decision to mask or hide such info is in Operwell’s sole discretion. Operwell may also mask some or all of the Employer’s contact information, or an Employer may choose to mask their contact information when they contact you. In either case, you agree to be contacted from a masked phone number or email, and that you may not be able to return their call unless they provide their real contact details to you. Operwell reserves the right to limit your ability to set your Profile as searchable, and may toggle a public resume to not searchable, at any time, to prevent illegal conduct, for fraud mitigation, or for any other reason in Operwell’s discretion. Operwell makes no guarantee that your Profile will be shown to any particular employer or that any portion of your resume or Profile will be available to an Employer at any particular time.

You acknowledge that prior to submitting an application or interview request through Operwell, you are responsible for reviewing and confirming that you are applying to your desired employer and/or role. Once you provide information to a Hiring Manager or employer (whether in the form of a job application, interview, resume, email, interview material or otherwise), Operwell does not have control over the Hiring Manager’s or employer’s use or disclosure of that information. If you want to request the Hiring Manager delete, modify, or maintain confidence over any such information, you must make such a request directly to the Hiring Manager. Unsubscribing from calls from Hiring Manager through Operwell does not apply to interviews you have already scheduled. If you require alternative methods for applying, you must approach the Hiring Manager directly to request such alternative method, as Operwell is not responsible for the Hiring Manager’s application process.

When you ask Operwell to submit your application or other information through the Platform or Services, you are sending your Profile and application information to Operwell, and you are requesting and authorizing Operwell to make available such Profile and application information to the applicable Hiring Manager(s) for the indicated listing(s). You further agree to Operwell’s performance of automated processing in relation to your application or interview request, as such processing is an essential part of this Agreement. When you ask Operwell to transmit an application, request, or a message, including, but not limited to, a signed offer letter, to a Hiring Manager via Operwell or Operwell’s relay system, or store such application or Profile, you understand that this is without warranty, and that Operwell reserves the right to reformat such. Additionally, you consent to your application, request, or otherwise and any responses sent to you by the Hiring Manager, including offer letters and formal contracts, through Operwell being processed and analyzed by Operwell according to this Agreement and Operwell’s Privacy Policy.

You acknowledge and agree that Hiring Managers may request that Operwell assemble your application materials, resume, answers to screener questions, assessment responses and other information you provide to Operwell into one or many documents, and you agree that in doing so, Operwell assembles these materials on your behalf. When you apply to a job using Operwell, we will attempt to send your application to the contact information provided to us by a Hiring Manager account,  Member, or their Agent, which may include sending your application to an Applicant Tracking System (ATS) or other service provider selected by the Hiring Manager. You agree that Hiring Managers can enable such service providers to access and manage their Operwell accounts, including by connecting to and integrating with APIs. By applying for a job through Operwell, you agree to Hiring Manager’s use of such service providers, and acknowledge that such use may involve an intermediary’s access to job applications and your Profile data sent to its Hiring Manager client. We cannot guarantee that such messages and applications will be delivered, received, accessed, read or acted upon. Operwell also does not guarantee that any Employer will receive, be notified about, access, read or respond to any such resume or other application material, or that there will be no mistakes in the transmission or storage of the data. Operwell depends on the Hiring Managers or their agent to provide Operwell with the correct destination for all applications, and we cannot vouch for the validity of the contact information provided to us by Employers. If the electronic destination provided to Operwell is incorrect, your application materials will not be sent to the intended recipient of the application. Further, Operwell does not guarantee that the interface will be error-free.  

Please note that job listings and ads may expire between the time you submit your application and from the time it is received. Operwell has no responsibility for expired listings or job ads or for delivering applications prior to their expiration, and Operwell and its third-party providers may store your Profile, application, interview request, and related information regardless of whether a job listing or ad has been closed or is no longer available on the Platform. We also cannot vouch for  the technical capabilities of any third-party Platforms, including but not limited to ATSs. Third-party Platforms, including ATSs used by Hiring Managers, may disclaim liability for technical malfunctions, including the failure in the delivery of applications. We are not responsible if an ATS rejects or fails to deliver an application to an Employer for any reason. If you do not feel comfortable sending an application or messages in this manner, or having your application or messages stored by Operwell on Operwell’s or third-party providers’ servers, please send your application or messages directly to the Hiring Manager by whatever other method you so choose, including the public mail system. You may contact the Hiring Managers directly to find alternative methods of application if you do not wish to apply through Operwell. By using the Operwell Platform, you fully consent to the above.

By using Operwell, you agree that Operwell is not responsible for the content of the Hiring Manager’s job application, requirements, messages, screener questions, skills assessments or their format or method of delivery, and that Operwell does not guarantee receipt of your application by the Hiring Manager(s), or your receipt of messages from the Hiring Manager(s). Please note that Operwell does not choose the questions asked by Hiring Managers or decide the job qualification criteria of Hiring Managers. Hiring Managers are solely responsible for compliance with all applicable laws, including the Fair Credit Reporting Act and similar laws, anti-discrimination laws such as Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and any applicable data protection or privacy laws. Hiring Managers are responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any similar law. You must contact the Hiring Managers if you require alternative methods of screening. Some questions may be labeled as Optional, indicating only that the application may be submitted to the Hiring Manager without providing an answer. Operwell cannot guarantee that the Hiring Manager will consider such an application or make a particular determination with regard to such an application. Hiring Managers may ask applicants to voluntarily self-identify certain demographic information such as race, ethnicity, sex, disability and/or veteran status along with their job applications. Some Hiring Managers are required by law to ask these questions and you may see these questions when applying to jobs on Operwell. That is a separate process from Operwell’s collection of demographic data (see section 11, “Your Candidate Data,” below). Operwell is not responsible for these questions. If you have questions or concerns about a Hiring Manager’s application materials, please contact the Hiring Manager directly or refer to their privacy policy. Operwell does not guarantee the identity of a Hiring Manager or any individuals working for any Hiring Manager, and cautions Candidates and Staffing Agencies when applying to jobs and interacting with Hiring Managers. Operwell cannot make any guarantee regarding health and safety measures in an Employer’s hiring or interviewing process. Operwell recommends Candidates follow personal health and safety best practices as recommended by the World Health Organization or similar institution. Operwell does not guarantee the validity of a job offer and cautions Candidates to verify the validity of a job offer before taking an adverse action regarding their current employment situations. Candidates are solely responsible for verifying the accuracy of any Hiring Manager or job offer.

By using Operwell and answering screener questions, you acknowledge that Hiring Managers and employers may have instructed Operwell to send out rejection notices if your answers do not match the answers sought by the Hiring Manager or employer, and you acknowledge that Operwell has no discretion in the transmission of these rejections. Operwell may offer Hiring Managers and/or employers the ability to activate a feature on their account for instructing Operwell to send a message on the Hiring Manager’s behalf to the Candidate informing them that the Hiring Manager has determined not to move forward with their application. You acknowledge and agree that Operwell has no discretion in the sending of these messages, and that any such messages are solely a result of the Hiring Manager decision to activate Hiring Manager Assist and to not take an action on your application on Operwell within the time period selected by the Hiring Manager. Any interactions the Hiring Manager has directly with you and not through a tool provided by Operwell (for example, calling or emailing you directly instead of through the Platform) are not visible to Operwell, and would not by themselves prevent a rejection notice from being sent. Operwell assumes no responsibility, and disclaims all liability, for the content, accuracy, validity, completeness, legality, reliability, or availability of any Hiring Manager assisted notices.

As a Candidate, you agree that any rights you have under any applicable employment, equality or discrimination laws, the US Fair Credit Reporting Act, any corresponding state laws, or any similar laws regulating consumer or credit reporting agencies in other countries, may only be asserted against the Hiring Manager or Staffing Agency.

By using Operwell and answering screener questions, you acknowledge that Hiring Managers may have instructed Operwell to schedule interviews, send job offers, legally binding contracts, other agreements or documents, and similar with either yourself as Candidate or to the Staffing Agency you are linked; if the Hiring Manager determines you meet criteria (based on information in your Profile or that you have provided to Operwell, such as answers to screener questions, resume, interviews, and/or assessments or similar) that the Hiring Manager has selected, and based on the Hiring Manager’s availability and preference. You agree that Operwell has no discretion in the transmission or storage of these materials, that transmission or storage is not guaranteed, and that the availability or criteria the Hiring Manager provides to Operwell may not be accurate. You agree that it is solely your and the Hiring Manager’s responsibility to confirm whether any interviews were scheduled, or to reschedule or cancel interviews if necessary. The decision of who to interview is decided solely by the Hiring Manager, who can choose to interview any Candidate at any time and take any hiring decisions they deem appropriate.

Operwell may offer Hiring Managers functionality that filter or group applicants based on whether they meet or may meet Hiring Manager’s criteria, whatever that may be, based on a Candidate’s profile, their resumes, or answers to screener questions or assessments, or any related Candidate data available to Operwell. In all cases, the Hiring Manager can view any other Candidate or applicant at any time and Operwell makes no decisions about any applicant. You agree that such functionality does not constitute or contribute to a decision, and is not a substitute for human discretion and review. The Hiring Manager is solely responsible for its screening and hiring decisions. To generate matches for our recommendations, Operwell uses data collected through our Platform from all Members and Members of the Services; including but not limited to, Staffing Agencies, Hiring Managers, and Candidates. This includes Job Ads, Your Resume, your application materials (including responses to screener questions), Operwell Assessments, and your activity on Operwell (such as searches you run and Job Ads you click on and apply to). You agree and consent that Operwell may use this information to present potential matches to you and to potential Hiring Managers.

When you search for jobs or economic opportunities on the Platform and proceed to apply for an interview or a job, including jobs on third-party Platforms, Operwell may suggest information from your Operwell profile to include in your application. It is your responsibility to review suggestions before accepting them and including them on your application.

The Candidate Member agrees to indemnify, defend, and hold Operwell, its affiliates, and its client(s) harmless from and against any and all claims, actions, or damages arising from or caused by any and all Members failure to comply with any term of this entire Contract.

 

Staffing Agency

When you register as a Staffing Agency Member, you warrant, represent, and agree that you will not assign to perform services under this agreement to any individual or contractor who is an unauthorized alien under the Immigration Reform and Control Act of 1986 or it’s implementing regulations, or USA federal immigration laws. You warrant that all Candidate Members under your Staffing Agency’s account are legally authorized to work in the United States of America during the full duration they are Members and for the entire duration of any job posting where they may perform services as a contractor.  In the event that any Candidate is discovered to be an unauthorized alien during this time, the Staffing Agency will immediately remove such individual from performing services hereunder and provide a legitimate offer to replace such individual with an individual who is an authorized to work in the United States.  Further, You confirm that you will ensure any Candidate under your Staffing Agency account and/or purview that is not legally eligible to perform services and to work in the United States, will immediately have their profile hidden from public view until they are legally eligible. 

The Staffing Agency shall be solely responsible for maintaining their Candidate’s active United States Citizenship and Immigration Services Visa (USCIS) Status including faithful adherence to all immigration rules and regulations. Staffing Agency Member will, on demand, produce a photocopy of the US Citizenship and Immigrations Service’s approval of the legal status of its Candidate assigned to services to a Hiring Manager.  Hiring Managers may request all immigration or employment related documents of the Staffing Agency Member’s Candidate who is working at the client Platform for compliance audit that may include auditing work authorization, payment of wages, or any other associated issues. Staffing Agency Member agrees and assures Operwell to either share or give access to such documents to the Hiring Manager for audit purpose and agrees to resolve any issues pertaining to immigration or employment related matters of the Staffing Agency’s Candidates. The Staffing Agency further agrees and accepts that any tampering with Federal/immigration/Work authorization related documents is strictly prohibited and will be a cause for immediate termination of the Member’s Services and is solely responsible in the event the Hiring Manager or Candidate Member reserve the right to seek necessary remedy for loss of business and trust of their clients, including but not limited to the full value of the Hiring Manager’s job posting and/or contracted rate with the Candidate.

The Staffing Agency acknowledges for itself and all Members under its account that the information provided by it including, but not limited to, Candidate history, skills, background and other resume details, USCIS work authorization documentation, interview, references in consideration for providing services to or on behalf of the Hiring Manager is true and accurate, that it is not restricted by any employment or other agreement and the Staffing Agency understands that any misstatements by its’ Members of the qualifications or availability of it or its personnel is a breach of this Agreement.  The Staffing Agency warrants that it maintains a set of books and records, which reflect items of income and expenses of its trade or business.

The Staffing Agency agrees that any and all disputes resulting from services provided their Candidate to, for, and/or on behalf of the Hiring, including any payment related disputes, the Staffing Agency must discuss directly with the Hiring Manager for resolving the issues and never with Operwell or its affiliates or its partners.  

The Staffing Agency agrees that failure to pay its Candidate(s) in a timely manner in accordance with Federal, State and Local laws will result in inconvenience to the Candidate and disruption of service to the Hiring Manager and related parties to a service provided by the Candidate. If the Hiring Manager (or related parties) is informed by the Candidate that the Hiring Manager is unable or unwilling to pay the Candidate, or otherwise doesn’t pay Consultant, in a timely manner, the Hiring Manager may inform the Staffing Agency of such occurrence in writing, and require the Staffing Agency to take immediate remedial action to a) Insure that Candidate is paid any and all arrears due; b) Submit to the Hiring Manager within seven (7) days of notification, a written payment plan that will ensure that Candidate is paid in a timely manner in future.

Operwell does not guarantee the identity of a Hiring Manager or any individuals working for any Hiring Manager, and cautions Candidates and Staffing Agencies when applying to jobs and interacting with Hiring Managers.

The Staffing Agency shall fully indemnify, defend, and hold Operwell, its affiliates, and its client(s) and partners harmless from and against any and all claims, actions, or damages arising from or caused by any and all Members failure to comply with any term of this entire Contract.

 

All Members, Registered, and Unregistered Member

Operwell may add to, create entirely new, remove, edit, delete, waive, modify, terminate, or cancel any part of this Agreement’s terms and conditions without notice to you.  While you may be notified of updates to our Terms of Service and Member Agreement from time to time, you agree that Operwell is under no obligation to notify you and you agree to review these terms in their entirety if you require the most up to date Agreement.  If you do not agree to this contract (“Contract”, “Terms of Service”, “Member Agreement”, “Advertisement Policy”, “Cookie Policy”, “Privacy Policy”, and “Subscription Agreement”), do not click “Get Started” (or similar) and do not access the Platform nor otherwise use any of our Services. If you wish to terminate this contract, at any time you can do so by closing your account and no longer accessing or using our Services.  If you cancel the contract, once you re-access the Services you agree that you have accepted this Contract.

Each time you access or use Operwell’s online and/or mobile Platform, Services, and similar; including any Operwell mobile application and browser extension or plugin, regardless of where it is downloaded from (collectively, the “Operwell Apps”), and any software, service, feature, product, program and element  (including e-mail messages, notifications, and other messages) whether shared or provided by or on behalf of Operwell or its Members on or in connection with such Services (collectively, the “Platform”), including any products, programs, and services described in these Terms of Service, (a) you represent that you have read, understand, and accept this Contract.

All Members and Members of the Services acknowledge and agree that Operwell solely acts as an intermediary and does not exercise control over the actions, behaviors, or conduct of its members.  The Member agrees to indemnify, defend, and hold harmless Operwell, the Platform, its officers, directors, employees, agents, successors, affiliates, partners, and assigns (collectively referred to as the "Indemnified Parties"), from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney fees) arising out of or in connection with any actions, including but not limited to fraud, defamation, harassment, spam, or any and all other unlawful or objectionable conduct performed by any Member against other Members or third parties.

To generate matches for our recommendations, Operwell uses data collected through our Platform from all Members and Members of the Services; including but not limited to, Staffing Agencies, Hiring Managers, and Candidates. This includes, but is not limited to Job Ads and listings, Profile data, application materials (including responses to screener questions), Operwell Assessments, and your activity on Operwell (such as searches you run and Job Ads you click on and apply to). You agree and consent that Operwell may use this information to present potential matches throughout the Platform to any Member we decide or externally. 

Any resume or application information submitted through the Platform, including Personal Data included in a resume, application or responses to screener questions and assessments is subject to this Agreement and to Operwell’s Privacy Policy. To maintain the quality of the Platform and Services, Operwell in its sole discretion may impose limits on your ability to interact with and through the Platform or to other Operwell services.

The “Last Updated” legends in each section of the terms and conditions indicate when this Agreement was last changed.

By using Operwell, you acknowledge and agree that Operwell collects, records, processes, analyzes, and stores any and all activities you take on the Platform, and any and all interactions and communications you have with, on, or through the Platform. This includes: which areas of the Platform you visit (including URLs), which content you view, which info you input, whether and where you click, scroll, hover-over, mouseover, or otherwise interact with or communicate with or through the Platform, the timing of each activity, and time spent on each activity. Operwell collects this data from everyone using the Platform, including Members of private browsing mode, “incognito mode,” or similar modes. Operwell may use vendors as an extension of the Platform to collect, record, process, analyze, and store this data. You authorize Operwell to make any connections with wires, lines, cables, or instruments, including with communication systems, that it may decide to make from time to time in connection with operating the Platform. You acknowledge that the foregoing is necessary to the operation of the Platform.

Occasionally, Operwell tests improvements and updates to our Platform and services, which may affect various aspects of the Platform such as the ad delivery system, audience, ad performance, ad placement, profiles, resumes, resume search, job search, job listings, recommendations, alerts, notification, email delivery, formatting, or any and all aspects of the Platform and Services. You agree that Operwell may conduct such tests without notice to you. Operwell’s Services and their availability may differ by location, and you should check the Platform in your location to see which services are available to you.

Some parts of the Platform, or our APIs, allow Members to post content or data such as Job Ads, resumes, reviews, information, text, images, audio, video, messages, and other materials. This functionality helps Members find information and communicate about potential jobs, schools and certifications, employers, and candidates. Any data that a Member or other party submits, posts, publishes, displays, or makes available on or through the Platform, or otherwise provides to Operwell, is called “Member Content.” Member Content includes Job Ads, Resumes, company reviews, school reviews, certification or license reviews, and messages sent through the Platform.

Operwell is not responsible for Member Content, which may be inaccurate, incomplete, misleading, or deceptive. Operwell does not know whether Member Content is true. Any opinion, fact, advice, information, or statement in Member Content is the sole responsibility of its original author, who may use anonymous identifiers. You may come into contact with content that you find harmful, offensive, threatening, indecent, or objectionable. Member Content may not be reliable or suitable for use in a legal proceeding. You acknowledge that Operwell has no obligation or liability with regard to publishing, monitoring, or removing Member Content. Operwell also has no obligation or liability regarding the accuracy of Member Content which may be translated on our Platform through a Google Translate API.

If you provide Member Content, it must comply with the Platform Rules (below). Your Member Content must not be unlawful, fraudulent, discriminatory, threatening, abusive, libelous, defamatory, obscene, or otherwise objectionable, irrelevant, or unconstructive. Your Member Content must not contain sexual, ethnic, or racial or other discriminating slurs. Your Member Content must not contain proprietary information, trade secrets, intellectual property of another person, or confidential information. Your Member Content must not contain spam, advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or any other commercial communication besides Job Ads under this Agreement. Your Member Content must not be harmful to anyone, especially minors.

Posting such personal identification information such as a social security number, employer identification number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier (“Personally Identifying Information”) on the internet may lead to identity theft for which Operwell cannot be responsible.  We may offer you opportunities to provide and save this information on the Platform, however, we cannot guarantee that such information will remain immune to theft, misuse, crimes, or similar. 

Certain services may require you to provide Personally Identifying Information. If you do not want your Personally Identifying Information on the Platform or used to provide Services, do not provide such Member Content.  Operwell may monitor and screen Member Content and may use it to prevent potentially illegal or tortious activities, or any other activities that are detrimental to other Members. In some cases, if we determine that your Member Content or actions have violated our Terms or any Operwell policy or are detrimental to other Members, we may place restrictions on other accounts that we suspect are affiliated or associated with you. If you believe that any Member Content violates this Agreement or our policies, please contact Operwell. However, detection methods are not perfect and false positives or false negatives may occur. Operwell has no obligation to monitor any particular Member or Member Content, and Operwell makes no guarantee that any particular Member Content will be removed.

Operwell reserves the right to disclose all Member Content, and any other relevant information and circumstances, to any third-party in connection with operating the Platform; to protect itself, its affiliates, its partners, its Members, and its visitors; and to comply with legal obligations or governmental requests. This means, for example, that Operwell may honor subpoenas, search warrants, law enforcement or court-mandated requests to disclose Member Content you have provided. Your identity may be discoverable via such legal requests, even if you post privately, confidentially, or anonymously.

Operwell is an interactive computer service, has no obligation to host or remove any particular Member Content, and may exclude or remove any Member Content from any part of the Platform or services for any or no reason. Operwell has no obligation to include any Member Content in any part of the Platform (for example, Job Ads in search results). Whether any Member Content violates any Operwell policy, whether to publish or to withdraw from publication any Member Content, and whether to exclude any material that any party seeks to post on Operwell, will always remain within the sole discretion of Operwell. You agree that Operwell has no liability or obligation to you or anyone else arising from its editorial decisions.

 

Section 230 of the U.S. Communications Decency Act provides:

(1) Treatment of publisher or speaker

No provider or Member of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.

(2) Civil liability

No provider or Member of an interactive computer service shall be held liable on account of-

(A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or Member considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or

(B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

 

Screening Tools 

Operwell may make screening tools available to Hiring Managers for Hiring Manager use in the application process, including screener questions, phone screen tools and assessments. Operwell is licensing these tools for Hiring Managers’ use as determined by Hiring Managers. As a Candidate you agree that the Hiring Manager has made the determination to use these tools as part of its application process, and the questions asked are solely determined by the Hiring Manager, and are not being asked by Operwell. The Hiring Manager is the sole party to determine which answers will qualify a Candidate and is solely responsible for the use of the screening tool including any results which are considered to have a “disparate impact”.

Operwell does not act as an employment agency by offering screening tools. By using screening tools, you acknowledge and agree that Operwell is not procuring Candidates for Hiring Managers or procuring opportunities to work for Candidates. Operwell merely provides a tool enabling Hiring Managers and Candidates to exchange information as they determine. The sole responsibility for the content of any screening tools, any requests for interviews or offers made, any issues arising from an acceptance or denial of employment, and any other issues arising from the use of screening tools, is solely with Hiring Managers, Candidates, and/or Staffing Agencies, as applicable.

Operwell does not warrant that the method of delivery of these questions is compliant with the Americans with Disabilities Act or any equivalent or similar law and you further acknowledge that only the Hiring Manager is responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any other equivalent or similar law. 

 

Assessments 

Assessments are tools for the provision and review of skills assessments selected by Hiring Managers (“Assessments”) and responses from Candidates (“Responses”) through the Platform. Hiring Managers may send you Assessments, to which Candidates may provide Responses. After Candidates provide a Response, the Hiring Manager may be able to use the platform to review the Response.

An Assessment only evaluates a particular skill or instance. It does not evaluate a Candidate’s qualification for any job. Whether a particular skill is relevant to a job, or whether a Candidate is qualified or appropriate for a job, is decided solely by the Hiring Manager sending the Assessment and reviewing Candidate Response. Receiving or responding to an Assessment does not guarantee a job or job offer, or a job offer at any particular salary, or any further communication or action by any Hiring Manager. A Hiring Manager is the sole party to determine whether a Response indicates a qualified Candidate. Hiring Managers may have instructed Operwell to send out rejection notices if you have not responded to Assessments in a manner acceptable to the Hiring Manager, and you acknowledge that Operwell has no discretion in the transmission of these rejections. The Employer is the sole party to determine whether to consider any retaken Assessments as part of their hiring process.

You acknowledge and understand that a Hiring Manager (or their implementation partners, employment agencies, employees, agents, and similar) selects which Assessments, if any, to associate with their job openings, and that Operwell does not choose the Assessments sent by Hiring Managers and has no control over Hiring Manager’s selection or use of Assessments. You agree that the questions in any Assessment are solely being asked by the Hiring Manager sending the Assessment. Operwell may provide a means by which you may request and receive additional time on Assessments. Operwell may provide a means by which you may request such an alternative method or other accommodation from the Hiring Manager; Operwell does not guarantee the Hiring Manager’s receipt of, or response to, any such request. Operwell does not warrant that the method of delivery of any Assessment question is compliant with the Americans with Disabilities Act or any equivalent or similar law. You agree that Operwell is not responsible for offering alternative methods of screening, if so required by the Americans with Disabilities Act or any other equivalent or similar law, and that the responsibility for offering any such alternative method lies solely with Hiring Managers. If you require an accommodation, or any alternative method(s) of Assessment, screening or application, you must indicate it to the Hiring Manager.

Operwell does not have any obligation to screen any Assessment or Response, or to include or restrict any Assessment or Response on the Platform, and may exclude or remove any Assessment or Response from the Platform for any or no reason without liability or notice. Assessment links sent to you may continue to be active after a Hiring Manager has paused or closed their job campaign on the Platform. Once a Hiring Manager pauses or closes their job listing or advertisement (for example, after the Hiring Manager has made a hire), Operwell cannot guarantee that the Hiring Manager will view any related notices or updates, including Assessments, Responses, and accommodation requests. You may still choose to take the Assessment for the purpose of adding its results to your Profile if and when Operwell permits this ability, or for another job application or purpose.

Operwell may also offer you the option to select an Assessment to complete independent of a particular job, and your Response may be associated with your Profile. Operwell is permitted to count your Response for purposes of generating aggregate Response statistics and data, even if Your Response is hidden or your Profile is set to private.

You may be invited to choose to automatically share your Responses to specific Assessments with other Hiring Managers who request the same skills test from you in the future as part of the job application process. Note that this may be a completely separate preference from sharing settings on your Profile, which only controls whether your results are available on your Profile or Resume. If you choose to automatically share your Responses to specific Assessments with other employers who request the same skills test from you as part of the job application process, you acknowledge that Operwell has no discretion in the transmission or storage of the Assessments Responses you choose to share automatically, and that transmission or storage is not guaranteed.

As a Candidate, you consent to your Responses, applications, and any other communications sent through Operwell Assessments being processed and analyzed by Operwell according to this Agreement and Operwell’s Privacy Policy. You are requesting and authorizing Operwell to make your Response available to the Hiring Manager providing the Assessment, or (in the case of Assessments selected by you) to any Hiring Manager viewing Your Operwell Profile. You understand that this is without warranty, and that Operwell reserves the right to display or reformat Responses in a manner to permit Hiring Managers to review your Response together with Responses from other Candidates. Operwell may aggregate the results of all Candidate-selected Assessments for the purpose of displaying the percentile for Your Response. If there are multiple versions of the same Assessment, the Response percentile for any Candidate will be determined only in relation to other Responses to the same version of that Assessment. You also acknowledge that once you have requested that Operwell transmit your Response to a Hiring Manager, that request cannot be canceled. Operwell does not guarantee that any Hiring Manager will receive, access, read or respond to any Response, or that there will be no mistakes in the transmission of the data. However, Operwell may but is not required to alert you when any of the above events occur.

As a Candidate, you shall not create or send any Response which: (i) contains any highly confidential personal information, such as bank account or credit card information, online account information, social security numbers (or similar counterparts outside the United States of America), health information, or other categories of data subject to special breach notification requirements in any country; (ii) contains proprietary information, trade secrets, confidential information, advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us in writing); or (iii) directly or indirectly violates the Platform rules and/or terms of this Agreement.

Operwell does not act as an employment agency by offering any assessment tool. By using assessments and assessment tools through the Platform, you acknowledge and agree that Operwell is not procuring candidates or employees for Hiring Managers or procuring opportunities to work for Candidates or Staffing Agencies. Operwell merely provides a tool enabling Hiring Managers and Candidates to exchange assessments and responses as they determine. The sole responsibility for the content of any assessment or response, any requests for interviews or offers made, any issues arising from an acceptance or denial of employment, and any other issues arising from the use of Operwell Assessments, is solely with Hiring Managers, Staffing Agencies, or Candidates as applicable.

Operwell is not a third-party beneficiary of or liable for any agreements between a Hiring Manager and Candidate, regardless of whether or not Operwell receives a fee from the Hiring Manager in connection with the transaction. Operwell will not be liable for any costs or damages arising out of or related to such transaction. Operwell assumes no responsibility, and disclaims all liability, for the content, accuracy, validity, completeness, legality, reliability, or availability of the Platform, the Operwell Assessments tool, and any Assessment or Response.  You agree that Operwell has no obligation to pay damages to any Member, whether Candidate, Staffing Agency, or Hiring Manager; but we may offer refunds or credits are our discretion.

 

Career Services 

Operwell may offer you resume review, resume scan, offer coaching, live video consulting sessions, writing services, general career guidance, or other consultation services (collectively, “Career Services”). By using Career Services, you request and consent that Operwell, or an Operwell vendor, provide you with the service you select. You may only use Career Services for advice concerning your own resume, offer, or employment situation and not another person’s.  As a Member of the Platform, Operwell may also, from time to time, provide you career or hiring guides via blog posts, email, or other channels as part of its Services to you. For example, Operwell may provide tips on improving your resume or how to use your resume effectively in the job application process, commonly asked interview questions, next steps after you have submitted an application or requested an interview, and how to prepare for a new job after you have been hired through your Staffing Agency. Operwell offers these Career Services as optional guidelines for its Members and all liability with respect to actions taken or not taken based on the contents of such Career Services are hereby expressly disclaimed.

When filling out forms associated with Career Services, you agree to provide complete and accurate information. Any information you upload through the forms, including a resume, constitutes Member Content or Profile content and shall be treated in accordance with all Terms of Service and the Member Agreement and Contract.  Any career-related or hiring-related information, feedback, guides or other content provided by Operwell, or Operwell’s vendor, through Career Services or otherwise, is for informational purposes only, and is in no way to be construed as professional career counseling or staffing services.  You understand that Operwell may give suggestions or information regarding best-practices, however, you understand that it is ultimately your responsibility to determine how to pursue your job search or candidate search. You further understand that in providing any such career or hiring guides, Operwell is not acting as a job placement agency or staffing firm.  You are responsible for reviewing any career or hiring-related information provided to you, for example, for accuracy and completeness. You are also responsible for editing the information before you use it, for example, for an employment application. Operwell is not responsible for the accuracy or completeness of any information that Operwell or its vendor provides you. You understand that by using Career Services or referring to or using any career or hiring information, you are not guaranteed job interviews, job placement, assurance of being hired, or a higher salary or increased benefit,  and you take full responsibility for use of these services or information.

Operwell owns all rights within its Career Services and other career and hiring-related material that Operwell provides you, such as video feedback and hiring tips. By using Career Services, Operwell grants you an express, non-exclusive, non-assignable, and non-sublicensable right and license to use materials developed by Operwell or Operwell vendors for you. This license is limited to personal and non-commercial use and any further use is prohibited. 

 

Operwell may offer, as part of Career Services, the opportunity for you to engage with third parties, sometimes referred to as career coaches or professional writers, to discuss job search, resume writing, or career strategies, either through the Platform or in person. Regardless of how you interact with them, you acknowledge that these third parties are not employees of Operwell and that Operwell is not responsible for the content of any such discussion or any actions taken or not taken based on the contents of such discussion. Do not share any information you consider confidential or personally sensitive with these third parties. Operwell does not guarantee the quality or effectiveness of any advice, recommendations, or guidance you may receive from these third parties. You agree that, to the maximum extent permitted by law, Operwell will have no liability arising from any discussion you have with such a third-party. To the extent that you use a paid Career Services offering, you shall be charged as indicated on the Platform. Refunds (if any) are at the absolute discretion of Operwell and only in the form Operwell finds appropriate in its sole discretion. You acknowledge and agree that any credit card, bank account, and related billing and payment information that you provide to Operwell may be shared by Operwell with companies who work on Operwell’s behalf, such as payment processors.

Operwell may cancel all or part of Career Services or we may suspend your access to Career Services at our sole discretion, at any time, with or without prior notice. If you wish to terminate your use of Career Services, you may do so at any time. Operwell may also, in its sole discretion, refuse to offer Career Services to anyone, without providing a reason.

 

HR Management Tools 

Operwell may make human resources management software tools available to Members (“HR Management Tools”). If you are using any HR Management Tools, you agree that such use is subject to the provisions of this Agreement. You further acknowledge that while Operwell is only providing the HR Management Tools for your and other Members’ use, and that Operwell accepts no responsibility for such use. Operwell does not provide legal advice and cannot guarantee that your Account or usage will configure correctly, nor that any HR Management Tool is or will be in compliance with the law. You retain all responsibility for such compliance. If you have questions or concerns about the legality or appropriateness of any configuration of an HR Management Tool, you must raise them directly with your employer or with external counsel and not with Operwell. 

 

Intellectual Property

When you provide Member Content in all of its forms, you grant Operwell a license to use it. Specifically, you grant Operwell a nonexclusive, worldwide, perpetual, fully paid, royalty-free, transferable, sublicensable (through multiple layers of sub-licensees) right and license to make, use, sell, sublicense, reformat, reproduce, edit, modify, distribute, perform, display, prepare derivative works from and otherwise exploit all Member Content you post or submit, for the purpose of publishing material on the Operwell Platform or its publishers or third-party Platforms, maintaining or improving the Operwell Platform (including without limitation for the purposes of training a model that recommends content to other Members), and promoting, developing and growing Operwell and such Member Content without restriction. No compensation in any form shall be due or payable to you in connection with Operwell’s exercise of its rights under the license granted under this Section. To the extent any compensation may be due under applicable law as a result of, or in connection with, Operwell’s exercise of these rights, you hereby waive any and all rights to such compensation to the maximum extent permitted under applicable law or to $0.01, whichever is less. Operwell reserves the right to refuse to accept, post, display or make available any Member Content at its sole discretion.

Furthermore, you grant to Operwell, its affiliates, and sublicensees a license to use your name, Member name, and/or trademarks and logos in connection with (i) any such Member Content, (ii) any Operwell marketing materials containing or incorporating such Member Content, or (iii) any actions by Operwell to promote or publicize such Member Content (e.g. Job Listings), such as the use of keywords in third-party internet search engines, or on Operwell.com landing pages and similar. To any extent that such Member Content contains your name, likeness, voice or image, you hereby irrevocably waive all legal and equitable rights relating to claims for violation of your rights of publicity (or any similar claims) arising directly or indirectly from Operwell’s exercise of its rights pursuant to the license granted hereunder.

You represent and warrant that: (i) you own the Member Content that you provide, or that you have the right to grant this license, (ii) your Member Content, and Operwell’s use of it, will not violate applicable law or the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or other rights of any person, and (iii) use of your Member Content will not result in any breach of contract between you and any third-party. You agree to pay for all royalties, fees, damages, and any other monies owed to any person or entity by reason of such Member Content. You agree to defend, indemnify and hold harmless Operwell and its affiliates from any claims resulting from any such Member Content. 

 

Governing Law and Dispute Resolution

This Agreement and any dispute arising out of or in connection with this Agreement or related in any way to the Platform (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the Commonwealth of Massachusetts, United States of America.  Any and all actions, lawsuits, or other legal proceedings related to any such Dispute shall be filed only in courts located in Boston, Massachusetts and 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 your use of the Platform or these Terms of Service and/or Member Agreement and/or Contract, and you agree to resolve all issues only by binding arbitration. 

 

Class Action Waiver 

Operwell is a privately held, Member-based online community. By registering as a Member, accessing or using the Platform, Services, or any Program Elements (defined below) you acknowledge that Operwell can only offer you these Services under the terms and conditions as presented herein. As partial consideration for your use of the Platform you agree not to sue Operwell either individually including in small claims court, or 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 Operwell regarding your use of the Platform. Your acceptance of this Agreement, including this Class Action Waiver, is an essential part of the bargain allowing your free use of the Platform. If you do not agree to any part of these terms, do not register for the Platform or use any Services. 

The following terms and conditions apply to all Members and other Members who access or use the Platform as intended for individuals and/or organizations or third parties seeking to make available information regarding employment openings, on their behalf or other’s behalf, including but not limited to agencies purchasing for multiple parties, or otherwise indicate their acceptance to this Agreement. You further agree that the Contract, Terms of Service, Advertisement Policy, Cookie Policy, Privacy Policy, and Subscription Agreement for all Members also applies. For the avoidance of doubt where the Terms of Service for All Members overlap or conflict with the Terms of Service for Candidates, Staffing Agencies, or Hiring Managers, you agree that the Terms of Service for all Members will govern.

 

Indemnification

You shall indemnify, defend and hold harmless Operwell, its agents, affiliates, and licensors from any claim or liability (including without limitation reasonable legal fees) arising out of or related to: (a) your violation of any term of this Agreement; (b) your use of, and access to, the Platform or any Operwell product, program, or service; (c) your loss of, or disclosure of, information gained from using the Platform or any Operwell product, program, or service; (d) your violation of any applicable laws or regulations, including but not limited to the Fair Credit Reporting Act, any applicable employment, equality, or discrimination laws, and any applicable data protection or privacy laws (this includes any claims that Operwell as your agent violated any such laws); (e) your violation of any third-party right, including without limitation any copyright, property, or privacy right; (f) any claim that your content caused damage to a third-party; (g) your actions as an Employer, including without limitation doing or not doing the following: screening, hiring, promoting, or demoting any employee or Candidate; or (h) the activities of any third-party service providers you engage to assist you with activities related to your use of Operwell products and services, such as, but not limited to: facilitate your sourcing activities or track the conversion rates of Candidate through to job applicant. This defense and indemnification obligation will survive this Agreement and your use of the Platform or any Operwell product, program, or service.

 

Advertisement and Notification Policy 

Job Ads or Job Listings

Operwell may make available Job Ads advertising employment opportunities and other job-related content, including links to third-party web Platforms (“Job Listings” or “Job Ads”), through Operwell’s search results or otherwise through the Platform. Searching for Job Ads on Operwell is free for Candidates. Operwell displays Job Ads based on a combination of compensation paid by employers to Operwell and relevance, such as search terms, and other information provided and activities conducted on Operwell. While Operwell may in some circumstances be compensated by employers who post Job Ads, helping keep Operwell job search free for Candidates, all Job Ads are considered advertising. 

Job Ads are created and provided by third parties over whom Operwell exercises no control; you acknowledge and understand that Operwell has no control over the content of Job Ads, links to or from Job Ads, or any conditions third parties might impose once a Candidate has submitted an application or left the Platform. For example, some of these third parties may attempt to charge Candidates a fee to apply to a particular job, although Operwell endeavors not to make such Job Ads available on the Platform. If you leave the Operwell Platform and choose to enter a third-party application, website, or otherwise; you accept any terms and conditions imposed by that third-party. Operwell has no obligation to screen any Job Ads, or to include any Job Ads, in its search results or other listings, and may exclude or remove any Job Ads from the Platform or your search result without any obligation to provide reasoning for removal or exclusion. You understand and agree that Operwell has no obligation to present you with any or all Job Ads. We cannot confirm the accuracy or completeness of any Job Ad or other information submitted by any Employer or other Member, including the identity of such Employer or other Member. Operwell assumes no responsibility, and disclaims all liability for the content, accuracy, completeness, legality, reliability, or availability of any Job Ads, or other information submitted by any Employer or other Member.

When you initiate an interview request, job listing, or an application on the Platform, the Hiring Manager may integrate, utilize, and otherwise interact with and/or process your submission through applicant tracking system.  Operwell may collect certain information about you and any actions taken by you during your use of the Platform and/or Services using automated means, such as via Application Programming Interfaces (API), cookies and web beacons. The information collected includes, for example, information about job listings you viewed and job applications you started and completed. A Hiring Manager who uses tracker functionality is required under this Agreement to provide any notice, and obtain any prior consent, that may be required by applicable law. However, you acknowledge and agree that Operwell has no control over such a Hiring Manager. You agree to Operwell’s use of, and receipt of information from, any such tracker functionality.

Operwell may provide independent functionality to assist you. For example, Operwell may provide search options to help you narrow down job listing search results by job type categories (i.e. full-time, part-time, etc.), and such categories are created independently and entirely by Operwell, and may not directly or accurately reflect the content of the job listing inventory as a whole or the job listings itself.  Operwell may reformat job listings so that you may read them more clearly on a mobile phone. Operwell may also promote job listings by select Hiring Managers on certain pages of the Platform at its discretion that are dedicated to a specific topic, such as inclusive hiring, or military-friendly job posts. The placement of an advertisement is not a representation regarding the nature of the role for legal purposes (for example gig economy postings are not necessarily limited to contractor status jobs and may also include engagements for employment relationships) or a representation regarding the attributes of an Employer. Operwell does not guarantee that applying to jobs through a dedicated page will lead to a better job application experience, a job interview, or a job offer. The dedicated pages do not contain an exhaustive list of job listings or job ads, and no  inferences can be drawn with respect to job ads or Hiring Managers that are not displayed on dedicated pages. Operwell may also provide functionality to call a telephone number, send or email, or provide other contact details .  Operwell cannot guarantee that the contact details are for the Hiring Manager or for the job listing, job advertisement, or related, that you are viewing.

In certain markets, Operwell works with organizations who are involved in helping Candidates find opportunities. Notwithstanding the possible use of the term “partner” or “partnership,” Operwell’s engagement with these organizations does not create or imply a joint venture, partnership, principal-agent relationship, or any other form of joint enterprise between the “partner” organization and Operwell. In some instances, Operwell shares limited information back to these organizations about Members and you as a Member, hereby agree to grant such rights and authority to Operwell.  For example, confirmation that a Candidate has created an Operwell account or used one of our Platforms successfully (for example, by applying to a certain number of jobs or utilizing our career guides). These organizations may advertise their career services in partnership with Operwell. Operwell is not responsible for, and disclaims all responsibility and liability for the activities of these organizations and their career services. Operwell does not guarantee the quality or effectiveness of any advice, recommendations, guidance or services you may receive from these third parties. You agree that, to the maximum extent permitted by law, Operwell will have no and zero liability arising from any interactions you have with such a third-party organization. 

In connection with Operwell’s work with these organizations, Operwell may offer Candidates opportunities to present particular skills and qualifications on their Resumes in connection with training programs or courses they have taken. Candidates are ultimately responsible for the contents of their Resumes or Profiles, as well as their job searches and applications. Operwell assumes no responsibility and disclaims all liability for Resume or application information that Candidates share with Hiring Managers or otherwise make public. Operwell makes no guarantees regarding your job application experience, that your Resume will be shown to a particular Hiring Manager, that Hiring Managers will contact you, or that you will receive job interviews or job offers.

When you view, send, store or receive communications or materials (including Job Listings, resumes, messages, text messages, applications, questions and responses in applications, and any other information)  on or through the Platform, you agree to your communication and materials being processed, analyzed, reviewed, and stored, including via automated means, for data analysis, quality control, enforcement of the Platforms’ rules and other Operwell policies, content moderation, and to improve the Platform or any other Operwell product or service whether via automated means or otherwise. If you disagree with any part of these terms, do not use the Platform.

When a Hiring Manager views, sends, stores or receives communications or materials through or using the Platform, Operwell may inform you about such actions but is not obligated to do so. Additionally, we may also inform you that an Employer has taken other actions with regards to a Job Ad, your Resume, or your application, such as pausing or closing a Job Ad, opening your Resume or application, viewing your Resume or application, responding to your Resume or application, and making a decision with regards to your application or Job Ad but is not obligated to do so. Operwell may inform the Hiring Manager about activities you take on the Platform or your use of the Platform, for example, whether you are online, recently active, or active on Operwell, and you hereby consent to Operwell taking such actions but is not obligated to do so. As part of this functionality, you may receive messages, including but not limited to text messages, emails or email notifications corresponding with your or an Employer’s (in the event you applied for a job) activity on or use of the Platform and Services, or any other communications service, product, or feature provided on or through the Platform. In all cases, such messages or notifications are provided solely as a courtesy, and you should not rely on them. For example, if a Candidate accepts an interview request, it is your responsibility to follow up with the Hiring Manager and the Hiring Manager’s responsibility to follow up with the Candidate separately to ensure all parties and Members know the other’s response.  Do not rely only upon notifications through Operwell. Operwell disclaims all warranties with regards to the transmission or storage of such courtesy notices, does not guarantee their delivery or receipt, and does not guarantee the date or time at which they may be sent. In the event a message being sent is intended for a closed account, these messages will not be deliverable.

Operwell may offer you the opportunity to receive a text message interview reminder from Operwell when an Employer has scheduled interviews with you. In such an event you will enter your phone number on the Operwell consent form and by entering your phone number you are representing and confirming it is your phone number and that you have the right to accept text messages at the number. Operwell will only send you text message reminders for your interviews, and you agree to accept such text message reminders on your cell phone, including messages sent by automated telephone dialing system. You acknowledge that if the words “automated,” “automatic,” or similar words are used on the Platform in connection with calls or text messages, these words do not refer to the generation or storage of a phone number. Operwell only calls the number that you generated and stored when you provided your number to Operwell. In the event you change your phone number, you agree to promptly update your Operwell account with the new number. You agree that by providing your phone number or using the Platform, you are establishing a business relationship with Operwell and that Operwell may send you text messages in connection with that relationship. 

Operwell may enable text messaging relay and/or call relay services through our Platform to help facilitate contact between Employers and Candidates about a Job Listing. You understand that communicating through such relay services on or through the Platform shall be limited to the purpose of applying for a Job Listing. Operwell may, in its sole discretion, turn off or disable text messaging relay and/or call relay services for any Employer or Candidate at any time without prior notice and for any or no reason. Please note that since these text messaging relay and call relay services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. We also cannot vouch for the technical capabilities of any third parties to send or receive such text messages or calls. You agree that Operwell is not responsible or liable for the content of any text message and/or call from you or Employers. You further agree that Operwell is not responsible or liable for the manner in which you or Employers use text messaging relay and/or call relay services.

Operwell may offer you the ability to utilize a text messaging relay service to facilitate contact for the purpose of submitting applications and for other communications related to Job Listings (“Text to Apply”). Operwell may also offer you the ability to utilize a QR scanning service to facilitate contact for the purpose of submitting applications and for other communications related to Job Listings (“Scan to Apply”). To use Text to Apply, a Candidate must text an Employer’s preset keyword (“Keyword”) to a telephone number which may be included in the Employer’s advertising materials, such as a sign, flyer or other materials or items that Employers display which contain a Keyword and phone number or QR code (“Sign”). To use Scan to Apply, a Candidate must scan the QR code displayed on a Sign. You agree that Operwell is not responsible for the content or placement of any Sign. By texting Keyword to the telephone number, you are consenting to receive text messages about the Employer’s Job Listings. You understand that a Keyword or QR code may be inactive or unavailable when you text the phone number or scan the QR code. You also understand and agree that messages and data rates may apply as a part of your use of Text to Apply. Please note that since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. We also cannot vouch for the technical capabilities of any third parties to send or receive such text messages. You represent and warrant that you are the subscriber and primary Member of the telephone number from which you use Text to Apply. You acknowledge and agree that when you text the assigned Keyword to the phone number provided, Operwell shall respond with a text message containing a link showing the sponsored Job Ads that the Employer has associated with Text to Apply, as applicable. 

Operwell may also insert functionality into messages relating to your application allowing you to place calls directly to third parties. Please note this functionality is provided solely as a courtesy. Your standard calling rates with your phone provider will apply.

Operwell may use your email address to create an alias email address for your communication, in lieu of displaying your actual email address to the Employer. Once an Employer has your contact info, you agree that Operwell is not responsible or liable for the manner in which the Employer uses the info. Operwell may group messages together as part of a conversation on Operwell Messages. This is done as a courtesy, and some messages related to the same conversation may not be grouped together. When communicating with an Employer through Operwell, the Employer sender’s information may be displayed in different ways, for example, you may see the Employer’s company name or the name of the specific person sending the message, but you may not see all that info in all circumstances. Operwell’s messaging system is not intended for sending one message to multiple people. You agree to not use Operwell’s messaging services to send bulk messages, unless specifically authorized in the Operwell interface. You agree to not circumvent this limitation through using your email client for this purpose, for example by sending email messages through your email client (e.g. your Gmail or third-party email provider) to multiple Operwell aliased e-mail addresses. If a Member, such as an Employer, sends an email to multiple recipients (e.g. by adding additional aliased email addresses to the cc field in a third-party email client), this may affect the way messages on Operwell are displayed. In this case, it is best to view the email conversation in the third-party email client. Should you choose to send an email from a third-party email client, the person with whom you are communicating may be able to see your email address, rather than the alias.

Operwell may enable chatbots, which allows you to take certain actions on the Platform, such as apply to a job, schedule an interview, or otherwise interact with the Platform, Employers, or Job Listings on our Platform (“Chatbot”). You understand that the Chatbot is an automated service that does not involve human interaction. It is your responsibility to ensure the accuracy and completeness of information submitted through the Chatbot. Operwell is not responsible for any loss, damage or inconvenience arising as a consequence of the use (or inability to use) the Chatbot or from the information you submit via the Chatbot.

Operwell reserves the right to turn on or enable chat or other communication options for select Employers or Job Listings, in its sole discretion, and to notify you that chat or other communication options are available for a particular job or Employer. For example, you may see an option to chat with an Employer before applying to certain jobs. Whether or not you see that option depends on many factors, including whether the Employer turned on that functionality and the Employer and/ or Job Listing meet certain requirements. Operwell may, in its sole discretion, turn off or disable chat for any Employer or Candidate at any time without prior notice.

If you have turned on browser push notifications and wish to turn them off, you may do so by visiting the settings on your browser. If you have turned on mobile push notifications and wish to turn them off, you may do so through your mobile device.

 

Operwell Interview Updates and Recruiter Invitations

If you have consented to receiving text messages with updates (i) about upcoming interviews scheduled on Operwell (“Operwell Interview Updates”) or (ii) from Employers interested in Your Resume (“Recruiter Invitations Messages”), the terms in this paragraph apply to you. Operwell Interview Updates may include confirmation messages, messages reminding you about Operwell Interviews and messages regarding cancellations. You can cancel the Operwell Interview Updates and Recruiter Invitations Messages at any time by texting “STOP” to the relevant short code. If you want to unsubscribe from both categories of messages you must text “STOP” to both short codes. After you send the text message “STOP”, we will send you a text message to confirm that you have been unsubscribed. After this, you will no longer receive Operwell Interview Updates or Recruiter Invitations Messages (as applicable). If you want to join again, sign up as you did the first time and we will start sending the relevant messages. If you are experiencing issues with the messaging program you can reply with the keyword “HELP” for more assistance, or you can get help here. Carriers are not liable for delayed or undelivered messages. Message and data rates may apply for any messages sent by you to Operwell, and by Operwell to you. Message frequency varies. If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

 

Virtual Communications

Employers may offer you the opportunity to participate in virtual, pre-recorded, and remote communications using Operwell products, including but not limited to, Operwell Interview, Operwell Hiring Platform, Virtual Evaluations, phone interviews, virtual meetings, and video interviews (“Virtual Interviews”). You understand that Operwell is not a telecommunications service provider and that Operwell is only providing the option for you to communicate with Employers via services that may be offered by third-party providers. Please note that since these telecommunication services may depend on the functionality of third-party providers, there may be technical delays or malfunctions on the part of those providers. We cannot vouch for the technical capabilities of any third parties to receive, transmit, or support such phone or video communications. Operwell does not guarantee any aspect of your Virtual Interview experience including transmission of phone or video communications, quality of audio/visual content, data security, or data usage and restrictions. Operwell is not liable for any claims arising out of your use of Virtual Interviews and you release Operwell from any such claims.

You understand that Operwell does not guarantee the Employer’s schedule or availability for conducting Virtual Interviews and cannot vouch for the validity of the contact information provided to us. You also understand that the Employer is responsible for any and all questions, comments, or hiring decisions made. Further, Employers are responsible for any accommodations you need during Virtual Interviews.

 

NOTICE – Virtual Interviews May be Recorded: You understand that a Hiring Manager may enable the recording of a Virtual Interview or you may be given the option to pre-record an interview to provide to the Employer. You agree to respect any notification (visual, audio, or otherwise) which may indicate that recording is enabled by or on behalf of an Employer on Virtual Interview. If you do not agree to be recorded, you must refrain from pre-recording an interview or you must immediately leave the Virtual Interview. By using Virtual Interviews, you agree that the Virtual Interview may be recorded and that Operwell and third-party providers can store, access and analyze the recording.  Also, you agree that an Employer that receives pre-recorded interviews or activates the recording function, can access, store, use, analyze, and share the recording, and that this activity is outside of Operwell’s control. YOU FURTHER AGREE THAT OPERWELL IS NOT LIABLE FOR ANY CLAIMS ARISING OUT OF THE RECORDING OF VIRTUAL INTERVIEWS, AND YOU RELEASE OPERWELL FROM ANY SUCH CLAIMS.

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THERE IS NO PROTECTION FOR ANY INFORMATION YOU SHARE OR DATA THAT YOU TRANSMIT WHILE PARTICIPATING IN VIRTUAL INTERVIEWS INCLUDING, BUT NOT LIMITED TO, AUDIO/VISUAL CONTENT, INTERVIEW QUESTIONS AND ANSWERS, OR YOUR IMAGE OR LIKENESS. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERWELL IS NOT RESPONSIBLE FOR SECURING OR PROTECTING ANY DATA OR INFORMATION THAT YOU SHARE OR TRANSMIT DURING YOUR USE OF VIRTUAL INTERVIEWS. OPERWELL ASSUMES NO LIABILITY FOR THE MISUSE OF ANY DATA YOU SHARE OR TRANSMIT THROUGH USE OF VIRTUAL INTERVIEWS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT OPERWELL DOES NOT ASSUME ANY RESPONSIBILITY FOR AVAILABILITY OR RETENTION OF ANY RECORDINGS OF VIRTUAL INTERVIEWS. YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE VIRTUAL INTERVIEWS AT YOUR OWN DISCRETION AND RISK AND THAT OPERWELL DISCLAIMS ALL LIABILITY ARISING OUT OF YOUR USE OF VIRTUAL INTERVIEWS.

 

Cookie Policy

Last Updated: November 30, 2023

What are cookies, and what does this policy cover?

Functionality and Security

Cookies and other technologies used for functionality allow you to access features that are fundamental to a service. Things considered fundamental to a service include preferences, like your choice of language, information relating to your session, such as the content of a shopping cart, and product optimizations that help maintain and improve that service.

Some cookies and other technologies are used to maintain your preferences. Other cookies and technologies are used to maintain and enhance your experience during a specific session. Cookies and other technologies may also be used to improve the performance of Operwell services. 

Cookies and other technologies may be used for security help to authenticate Members, prevent fraud, and protect you as you interact with a service. The cookies and other technologies used to authenticate Members help ensure that only the actual owner of an account can access that account. Some cookies and other technologies are used to prevent spam, fraud, and abuse. These cookies prevent malicious sites from acting on behalf of a Member without that Member’s knowledge. 

 

Analytics and Advertising

Cookies and other technologies used for analytics help collect data that allows services to understand how you interact with a particular service. These insights allow services to both improve content and build better features that enhance your experience.

Some cookies and other technologies help sites and apps understand how their visitors engage with their services. 

Operwell may use cookies for advertising, including serving and rendering ads, personalizing ads, limiting the number of times an ad is shown to a Member, muting ads you have chosen to stop seeing, and measuring the effectiveness of ads. Some cookies and other technologies used for advertising are for Members who sign in to use Operwell services and to remember whether the Member has agreed to ad personalization. Some cookies and other technologies are used to measure ad and campaign performance and conversion rates for Operwell ads on a site you visit. 

Cookies and other technologies used for personalization enhance your experience by providing personalized content and features. Personalized content and features include things like more relevant results and recommendations and ads that are tailored to your interests. Another personalization cookie may send precise location information from your browser to Operwell’s servers so that Operwell can show you results that are relevant to your location. The use of this cookie depends on your browser settings and whether you have chosen to have location turned on for your browser. 

Non-personalized content and features are distinct from personalized content and features insofar as they are influenced by things like the content you are currently viewing, your current Google search, and your general location.

Operwell may use Cookies broadly in any of the above manners for the benefit of our Members, the Operwell business, and to support our partners and affiliates. 

 

MANAGING COOKIES IN YOUR BROWSER

Most browsers allow you to manage how cookies are set and used as you’re browsing, and to clear cookies and browsing data. Also, your browser may have settings letting you manage cookies on a site-by-site basis, allowing you to choose whether browser cookies are set and to delete them. These controls vary by browser, and manufacturers may change both the settings they make available and how they work at any time. You may find additional information about the controls offered by popular browsers at the links below. Certain parts of the Operwell Platform may not work properly if you have disabled browser cookie use. Please be aware that these controls are distinct from the controls that we offer you.

• Google Chrome
• Internet Explorer
• Firefox
• Safari
• Safari Mobile
• Opera

 

MANAGING OTHER TECHNOLOGIES IN YOUR APPS AND DEVICES

Most mobile devices and applications allow you to manage how other technologies, such as unique identifiers used to identify a browser, app or device, are set and used. For example, the Advertising ID on Android devices or Apple’s Advertising Identifier can be managed in your device’s settings, while app-specific identifiers may typically be managed in the app’s settings.

 

Subscription Agreement 

 

Payment, Fees, and Cancellation

You may be offered more than one billing option when you purchase a subscription to the Services. You agree to pay on the basis and at the rate selected on an annual basis for any Service purchased through your account; even if pricing terms such as hourly, daily, weekly, monthly, or otherwise are listed, it is agreed that all billing will be charged for the equivalent of 1 year of service.  You agree to be charged annually and to pay in perpetuity until you cancel.  All cancellations must be completed before the scheduled renewal charge to avoid billing. You agree to pay all applicable taxes, government charges and foreign exchange fees. Operwell will periodically charge your payment method at the applicable Rate. All amounts paid are non-refundable, whether Services are used or not used. You remain responsible for any uncollected amounts. Operwell may charge interest for any overdue amounts at the rate of the lesser of 1% per month or the lawful maximum, and you agree to reimburse us for all collection costs for overdue amounts. Fee amounts are subject to change and Operwell reserves the right to increase or decrease Member subscription fees at any time.

For any non-flat rates or advertising rates that your account purchases, the amount owed will be calculated based on Operwell's tracking mechanisms. Operwell is not responsible for click fraud, technological issues or other potentially invalid activity that may affect the cost of running postings. Your exclusive remedy for suspected invalid activity is to make a claim for a Services credit within 30 days of the date of that activity, and Operwell's exclusive liability is in Operwell's sole discretion, to issue a Services credit for suspected invalid activity. Any Services credits that you may accrue are non-refundable and non-transferable and must be used prior to termination of these Terms and Conditions or your account.

Operwell may store and update (e.g., upon expiration) your payment method for use with subsequent campaigns, orders and purchases submitted through your account. To the extent allowed under law, in addition to disclaiming all implied warranties and other warranties as provided in the terms, Operwell and its affiliates disclaim all warranties regarding the Services, including but not limited to any warranty (a) about the accuracy of any candidate information (including but not limited to candidate applications, candidate identities, recommendations, connections, and references); (b) concerning information on which the posting targeting categories are based (e.g. member profile information); (c) concerning the rate at which inventory for your postings becomes available on the Platform; (d) concerning the results of your candidate campaigns and other uses of the Services; or (e) that the Services will be uninterrupted or error-free. 

Your use of all Services is at your sole risk. We provide these Services on an “as is” and “as available” basis. We do not offer service-level agreements and we reserve the right to temporarily disable your account if we determine your account poses a regulatory, legal, operational, or other concern.  We aim to reach out to the account owner before taking any action except in rare cases where the level of use may negatively impact the performance of the Service for other customers, however, we make no guarantees of prior communication or post communication.  There may be instances where we may send your data through our network unencrypted.  You agree to indemnify Operwell and its affiliates and hold Operwell and its affiliates harmless from any damages, lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages, or other losses and costs (including, but not limited to, reasonable attorneys' fees) related to third-party claims or proceedings, arising out of or related to your Postings, Destinations, use of the Platform and/or the Services, any candidate hiring or employment decisions, and breach of these Terms and Conditions; whether intentionally or unintentionally.  These limitations of liability apply to a Member’s or Member’s  (i) payment; confidentiality or indemnification obligations; (ii) liability for fraud, gross negligence or intentional misconduct; (iii) liability for death or personal injury; or (iv) violation of any party's intellectual property rights.  These Terms and Conditions do not create a partnership, agency relationship, employer relationship or joint venture between the parties. 

Members engaged in a Subscription Agreement with Operwell will be charged a Subscription fee as agreed upon between the Member and Operwell for the period as agreed upon between the parties (the “Subscription Period”). During the Subscription Period, the Members will be able to browse, request, contact (through the Service) and extend interviews and job offers to Candidates listed on the Service. All offers must be made for positions located in the United States and conform to governing laws of the United States at a federal, state, and local level.  All other counties and territories are excluded and must not be listed on the Platform.  Operwell reserves the right to remove all listings without refund should these terms be violated.  Operwell is under no obligation to monitor your listing or any content on your Member account, nor content shared between members; and you are solely responsible for adhering to these terms with the spirit of “do no harm”. 

All Hiring Manager Subscription Agreements contains payment obligations for Committed Success Fee for such offers that are accepted by Candidates, for example, if a Hiring Manager offers a job to a Candidate and the Candidate accepts the offer, this is considered to be a covered offer that will trigger the Hiring Managers obligation to pay Operwell a success fee.    

In the event of a dispute regarding success fees, if the Hiring Manager can show evidence of fraud or similar, regarding the relevant employment opportunity, Operwell may, in its sole discretion, determine if such Success Fee remains due and owed. In the event You have paid a Success Fee and a Candidate is terminated or discontinues their employment or contractor engagement with You within ninety (90) days of start date, Operwell may in its sole discretion provide You a credit for additional Operwell Services corresponding to the Committed Success Fees paid for such Candidate. Any applied credit may expire twelve (12) months from date issued. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

You acknowledge, confirm, and agree that you are authorized to provide and utilize for transactions any credit card, bank account, and related billing and payment information, whether or not in your legal name, the name of your Account, entity, organization, third-party, agent, or otherwise, and that you acknowledge, confirm, and agree that any credit card, bank account, and related billing and payment information you provide to Operwell may be shared by Operwell with companies who work on Operwell’s behalf or provide a service to Operwell, such as payment processors. 

 

App Stores

 

To the extent permitted by applicable law, the following supplemental terms shall apply when accessing the Platform through specific devices:

Notice regarding Apple 

By downloading the Platform from a device made by Apple, Inc. (“Apple”) or from Apple’s App Store, you specifically acknowledge and agree that:

These Terms between Operwell and you; Apple is not a party to these Terms.

The license granted to you hereunder is limited to a personal, limited, non-exclusive, non-transferable right to install the Platform on the Apple device(s) authorized by Apple that you own or control for personal, non-commercial use, subject to the Usage Rules set forth in Apple’s App Store Terms of Services.

Apple is not responsible for the Platform or the content thereof and has no obligation whatsoever to furnish any maintenance or support services with respect to the Platform.

In the event of any failure of the Platform to conform to any applicable warranty, you may notify Apple, and Apple may refund the purchase price for the Platform, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform.

Apple is not responsible for addressing any claims by you or a third-party relating to the Platform or your possession or use of the Platform, including without limitation (a) product liability claims; (b) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

In the event of any third-party claim that the Platform or your possession and use of the Platform infringes such third-party’s intellectual property rights, Apple is not responsible for the investigation, defense, settlement or discharge of such intellectual property infringement claim.

You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

Apple and its subsidiaries are third-party beneficiaries of these Terms and upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary hereof.

Operwell expressly authorizes use of the Platform by multiple Members through the Family Sharing or any similar functionality provided by Apple.

 

Windows Phone Store 

By downloading the Platform from the Windows Phone Store (or its successors) operated by Microsoft, Inc. or its affiliates, you specifically acknowledge and agree that:

You may install and use one copy of the Platform on up to five (5) Windows Phone enabled devices that are affiliated with the Microsoft account you use to access the Windows Phone Store. Beyond that, we reserve the right to apply additional conditions or charge additional fees.

You acknowledge that Microsoft Corporation, your phone manufacturer and network operator have no obligation whatsoever to furnish any maintenance and support services with respect to the Platform.

 

Amazon Appstore 

By downloading the Platform from the Amazon Appstore (or its successors) operated by Amazon Digital Services, Inc. or affiliates (“Amazon”), you specifically acknowledge and agree that: to the extent of any conflict between (a) the Amazon Appstore Terms of Use or such other terms which Amazon designates as default end Member license terms for the Amazon Appstore (“Amazon Appstore EULA Terms”), and (b) the other terms and conditions in these Terms, the Amazon Appstore EULA Terms shall apply with respect to your use of the Platform that you download from the Amazon Appstore, and Amazon does not have any responsibility or liability related to compliance or non-compliance by Operwell or you (or any other Member) under these Terms or the Amazon Appstore EULA Terms.

 

Google Play 

By downloading the Platform from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge and agree that:

to the extent of any conflict between (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end Member license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in these Terms, the Google Play Terms shall apply with respect to your use of the Platform that you download from Google Play, and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Operwell or you (or any other Member) under these Terms or the Google Play Terms.
 

 

Additional Terms

 

1. Feedback

At your discretion, you may provide feedback or opinions about Operwell or the Platform, such as identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). Operwell is free to use such Feedback without any additional compensation to you, and free to disclose such Feedback on a non-confidential basis or otherwise to anyone. If you provide Feedback to Operwell, you hereby grant to Operwell a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple layers of sublicensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such Feedback for any purpose without restriction. Operwell may disclose any or all Feedback to any third-party in any manner, and may sublicense any or all Feedback in any form to any third-party without restriction. Accepting any Feedback does not constitute a waiver of any rights to use similar or related ideas previously known to Operwell, or developed by its employees, or obtained from sources other than you.

 

2. Platform Rules

When using our Platform and services, you agree to these Platform Rules and any other rules or policies posted on the Platform. Breaking our rules is a material breach of this Agreement and an unauthorized use of the Platform.

 

Do not directly or indirectly:

• Access the Platform other than through the web or app interface publicly provided by Operwell, or otherwise access systems without express authorization.
• Provide any false, fake, or fictitious information.
• Provide any code or data with the intent or effect of damaging, disrupting, disabling, harming, impairing, interfering with, intercepting, expropriating or otherwise impeding, the Platform or any data, program, system, equipment or communication, or that would cause a violation of any applicable law.
• Access any data, especially personal data, without authorization and permission.
• Bypass any limitations or suspensions of functionality.
• Interfere with others’ use of the Platform.
• Modify, adapt, translate, reformat, resell, frame, or reverse engineer any portion of the Platform.
• Remove any copyright, trademark or other proprietary rights notices.

 

You may not use the Platform to:

• Harm anyone or violate the rights of anyone, including the right of publicity, right of privacy, or intellectual property rights.
• Provide false information.
• Transmit or store biometric information or biometric identifiers.
• Promote or encourage illegal activity.
• Promote pyramid schemes, multi-level marketing (MLM) programs, jobs that require payment to start, or any topics we consider detrimental to our Members.
• Send unsolicited commercial messages, or any other unlawful communications.
• Imitate or impersonate another person, or create false accounts.
• Send messages to Members who have asked not to be contacted.
• Send text messages or make calls for a purpose not related to hiring for or applying to a Job Listing.
• Sell or peddle personal data.

We reserve the right to monitor all activity on the Platform and to not pass on or deliver any message or communication that may be malicious, spam, fraudulent, or unwanted, or for any other reason. This includes attachments of any type, scripts, macros, or any other form of code. You agree the determination of what constitutes spam is in Operwell’s sole discretion. Operwell may use data collected through the Platform to make such a determination. Operwell reserves the right to interact with Members through the Platform, including to investigate whether Members are violating these Rules. Operwell reserves the right to turn over any information gathered via such investigations to law enforcement or other third-party.

 

You may not use or misappropriate the Platform for your own commercial gain. You may not crawl, scrape, data mine, extract data from, reproduce, duplicate, copy, sell, exploit, trade or resell any part of the Platform, except as expressly permitted by Operwell beforehand, in writing. You may not use any automated system or software, whether operated by a third-party or otherwise, to violate any of Operwell’s rules. You agree to comply with all applicable laws and regulations, including U.S. or other export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo, sanctions, or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the Restricted Lists below; or (c) the subject of sanctions consistent with U.S. law imposed by the government of the country where you are using Operwell.

“Restricted Lists” means: (a) Bureau of Industry and Security, U.S. Department of Commerce, Denied Persons List; (b) Bureau of Industry and Security, U.S. Department of Commerce, Unverified List; (c) Defense Trade Controls – List of Debarred Parties; and (d) Specially Designated Nationals, Terrorists, Narcotics Traffickers, Blocked Persons and Vessels List; or (e) Bureau of Industry and Security, Department of Commerce, The Entity List.

 

3. Accessing External Platforms

The Platform may link to other Platforms on the internet which are owned and operated by third parties (“External Platforms”), for example Employer Platforms, Applicant Tracking Systems, or promotional Platforms. Links to External Platforms may be found within Member Content available throughout the Operwell Platform and Services (for example, Resumes or Job Ads). Operwell is not responsible or liable for any External Platform, including availability or content. Links to External Platforms may be removed at any time. Any concerns regarding an External Platform should be directed to the responsible third-party.

Operwell has no control over what happens on External Platforms. If you visit an External Platform and complete a transaction outside Operwell, you are entering into an agreement with a third-party, alone and at your own risk. You are giving the third-party your data directly, and your rights and their obligations are determined by its privacy policies and terms of service. Operwell disclaims all liability from anything that may occur when you utilize or transact with such third parties. We are additionally not responsible for any payment that may be asked of you by such third-party.

Operwell may provide you with access to a link on Operwell to services or products offered and performed by a third-party (“Third-Party Service”). For example, this service may be offered in the form of permitting a Jobseeker to request their own background check or permitting an Employer to request a background check of a Jobseeker. Operwell operates solely as a technical conduit, allowing the transmission of background checks sent by a background check Third-Party Service to you. Please note (and you acknowledge) that Operwell cannot and does not assemble, access, view, analyze, manipulate, alter, evaluate or store the background check reports provided by any background check Third-Party Service to you or to any other Operwell Member.

If you choose to use the third-party link and its services or products, you are contracting directly with the Third-Party Service, and Operwell is not a party to this contract. Further, you agree to fully indemnify and defend Operwell for any claims arising out of your use of a Third-Party Service’s services or product provided to you by a Third-Party Service.

The Platform may include information provided by third-party APIs, which is subject to additional terms and conditions imposed by those third parties. 

 

4. Creating and Accessing Your Account

Some areas of the Platform require you to register, provide and verify an email address, or create an account. You agree to provide information that is true, accurate, current, and complete. You may not create multiple accounts, or create accounts by automated means. You may also not use email addresses of information that you are not authorized to access. You agree you will not steal the identity of others or use deception.

Operwell encourages you to enable two-factor authentication (2FA) on your account -only if and where available. If you do not enable 2FA, you proceed at your own risk. You are responsible for the confidentiality and use of your Membername and password, which may not be shared. Your account is accessible by anyone with your Membername and password and who can answer your verification questions. If someone obtains unauthorized access to your account, they could contact Members or take other actions through your account, and Operwell’s ability to respond is limited.

If you change your phone number provided for 2FA or verification, the change may not be reflected everywhere on Operwell.com, such as the phone number and opt-ins provided through a Candidate Profile. An Employer may still be able to contact you at the number in your Profile, if you have opted in to be contacted on that page.

Operwell may send you a notice relating to account security, such as informing you that you may have recently interacted with a compromised account or that your account itself has been compromised. Operwell cannot and does not guarantee that such notices will always be sent or received, and You therefore agree that Operwell bears no responsibility for doing so. Operwell makes no warranty regarding, and disclaims any liability for, the accuracy, completeness, timeliness, or reliability of such notices.

 

5. Your Contact Information

As part of the Services, Operwell may contact you through your Operwell account or through other means such as email, telephone (including mobile phone), or postal mail, including with contact information that you may provide to Operwell or that Operwell may otherwise obtain from third-party sources.

By providing Operwell with a phone number, you confirm that you are the primary Member and subscriber to the telephone number entered, and you expressly agree to receiving calls and texts at that number, including if it is a mobile number. 

You may also revoke your consent to receive text messages by terminating the Agreement through closing your Operwell account. Operwell cannot be responsible for third parties to whom you have provided your phone number.

To stop receiving marketing or commercial emails from Operwell, or to manage your email preferences, you may do so by updating your email settings on your Operwell account. You may also opt out of marketing or commercial emails from Operwell by following the unsubscribe link in our messages.

 

6. Payment

You will be charged as indicated by and/or within the Platform and you shall pay all charges in USA dollars.  

 

7. Advertising

Advertising you purchase may be measured by clicks, RSVPs, applies, impressions, or a subscription or platform fee. Charges are solely based on Operwell’s measurements (such as click count). Operwell’s measurements (such as click count) shall be binding. Operwell’s measurements may be derived from data from third-party vendors, such as publishers.

 

8. Subscriptions

Details regarding the subscription or plan are available on the Platform at the time of purchase. If you purchase a subscription plan, you acknowledge and agree that your subscription will automatically renew and Operwell will charge you on a recurring basis until you cancel your subscription plan and such cancellation goes into effect, which may not be until the next billing cycle.

Pausing your subscription does not cancel it. THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED BILLING CYCLES UNDER THE APPLICABLE SUBSCRIPTION PLAN. AMOUNTS FOR FUTURE PREPAID UNUSED BILLING CYCLES MAY RESULT IN A PRORATED REFUND OF THE UNUSED BILLING CYCLES, WHICH SHALL BE DETERMINED IN OPERWELL’S SOLE DISCRETION. Following any cancellation, however, you may continue to have access to the service through the end of your current billing period. 

9. Billing Policies

Invoices may be provided to you via electronic mail, unless otherwise specified by Operwell. To the extent permitted by law, if you have an unpaid or outstanding invoice or account balance for any Operwell product, Operwell reserves the right to suspend or terminate your use of that Operwell product as well as any other Operwell product, including but not limited to those Operwell products where you do not have an unpaid invoice or account balance. You waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card or bank account dispute rights). 

Any credit card and related billing and payment information that you provide to Operwell may be shared by Operwell with companies who work on Operwell’s behalf, such as payment processors and/or credit agencies, for the purposes of checking credit, effecting payment to Operwell, and servicing your account. Operwell may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Operwell may obtain updated payment information for credit and debit cards through payment card networks, card issuers or other third-party sources. Operwell may use the updated card information to charge amounts you owe. Operwell shall not be liable for any use or disclosure of such information by such third parties. If your Operwell account has a credit card on file for one Operwell service, we will charge that same credit card for other purchases unless otherwise indicated by you. 

Change of Address: If you have provided a billing address to us, and you change such billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be bound by this Agreement with the same Operwell party for the remainder of the calendar month in which you made the change. Beginning on the first day of the next calendar month, you hereby agree that you will be bound by this Agreement with the applicable Operwell party identified in the first paragraph of this Agreement with respect to such new territory.  You agree that the Operwell Platform and all Services are only for those legally authorized to work in the United States and is not intended for use and economic opportunities that are located outside of the United States.

If your Operwell employer account has a credit card on file to pay for one Operwell product or service, Operwell may charge that card for any additional products or services you order.

 

10. Taxes

You are responsible for all taxes as applicable and appropriate. This includes but is not limited to any transaction you perform via the Operwell platform.  You are responsible for paying all taxes and government charges, and reasonable expenses and attorney fees Operwell incurs collecting late amounts. All withholding tax remittances to the government are your sole responsibility and Operwell shall have no liability whatsoever therefore. 

 

11. Contracting and E-Signature. The Platform may offer e-signature options, which may be powered by a third-party service provider. By using e-signatures on the Platform, you agree that your e-signature is intended to authenticate the document you are signing, and your e-signature will have the same force and effect as a manual signature. Operwell is not a legal record keeper. Your use of e-signatures is at your own risk, and it is your responsibility to ensure that your document is received and to retain your own copies.

 

12. Beta Program. Operwell may offer beta products or features on our Platform. Beta Products may be offered in limited quantities, in limited locations, and for a limited time. Operwell may discontinue or cancel all or part of a Beta Product at any time without prior notice to you. ANY BETA PRODUCT IS IN TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS BELIEVED TO CONTAIN DEFECTS. A PRIMARY PURPOSE OF TESTING A BETA PRODUCT IS TO OBTAIN FEEDBACK ON PERFORMANCE. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION, AND NOT RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA PRODUCT.

If you have been invited to test a Beta Product, you agree that, unless otherwise specifically provided herein or agreed by Operwell in writing, any Beta Product constitutes confidential proprietary information of Operwell. You shall permit only authorized Members to access the Beta Product. You agree not to transfer, copy, or disclose such confidential information without the prior written consent of Operwell.

 

13. Algorithmic Content. 

Operwell may make available content created in whole or in part by an algorithm (including “artificial intelligence” and machine learning algorithms), which may be generated in response to information you provide through the Platform (“Algorithmic Content”).  Common areas where Algorithmic Content may be used is within “Smart Matching”, as we aim to provide Hiring Managers with recommendations on which Candidates are well suited for a role based on a set of attributes, skills, and Member content.

Algorithmic Content is a Beta Product under this Agreement. You agree that Operwell may use a third-party to provide Algorithmic Content.  Algorithmic Content is provided “as is” and Operwell makes no warranty that Algorithmic Content is appropriate, accurate, inoffensive, unbiased, non-infringing, legal, or safe, and disclaims all liability for Algorithmic Content.

Use of Algorithmic Content is entirely at your own risk. By generating or using Algorithmic Content (for example, by providing content to the Platform for the purpose of generating Algorithmic Content, or by adding Algorithmic Content to a job description or resume), you adopt, confirm, and ratify it. You agree to take full responsibility for the Algorithmic Content and its use or misuse, including any inaccuracies, non-compliance with these Terms or the Platform Rules, and any harm caused to you or anyone else. You agree to defend and indemnify Operwell from any claim arising from your generation or use of Algorithmic Content.

 

14. Filtering for Minors

We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from GetNetWise and OnGuard Online. Operwell does not endorse any of the products or services listed on such Platforms.

15. Questions or Complaints

If you have a question or complaint regarding the Platform, please use our Operwell Help Center. The Operwell Help Center is an External Platform provided by Zendesk and subject to the Zendesk cookie policy. Do not include credit card information or other sensitive information in your e-mail correspondence with us. Please note that communications within Zendesk will not necessarily be secure.

 

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210

 

16. Disclaimer of Warranties

The Platform may become unavailable in whole or in part at any time without notice. The Platform may rely on third parties to provide services to Operwell, such as data hosting or processing vendors, coding and web development, and analytics; and the Platform could unexpectedly malfunction or become unavailable as a result.

To the fullest extent permitted by law, Operwell disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability or availability of information or material displayed in or linked from the Operwell search results (including Jobs Listings) or otherwise made available on the Platform by Operwell or third parties (including Member Content), regardless of whether paid for or used for free. Operwell disclaims any responsibility or liability for the accuracy, content, completeness or reliability of information provided by Operwell for informational purposes only, including but not limited to, Operwell Analytics data like estimated applies or organic traffic, and salary information, or information that may come from a third-party. You acknowledge you are not paying Operwell for the aforementioned information. Operwell disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information, emails, attachments or material (including Member Content). Operwell does not guarantee that the Platform will always be error free, safe, or secure. Operwell further disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Platform or on other Platforms or services on the Internet accessed through the Platform. Under no circumstances shall Operwell be liable to you or any third-party on account of your use or misuse of or reliance on the Platform. Additionally, under no circumstances shall Operwell be liable to you or any third-party on account of your use or misuse of or reliance on any third-party Platform or service you link to from Operwell’s Platform.

 

Operwell further disclaims all liability for any technical malfunction of the Platform, including but not limited to failure of any telephone network or service, any other network or service, fiber-optic cable, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email delivery (including attachments), account login, or any other Services provided by Operwell as a result of technical problems or traffic congestion on the Internet or any third-party Platform (including but not limited to Applicant Tracking Systems (ATSs)) 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 Platform or Services. Under no circumstances will Operwell be responsible for any loss or damage to any content or personal injury or death, resulting from anyone’s use of the Platform, Services, Member Content, or third-party applications, Platforms, software or content posted on or through the Platform or transmitted to Members or any interactions between Members of the Platform or Services, whether online or offline, whether between Members, Visitors, Others, or inflicted upon yourself. Operwell reserves the right to limit or terminate any and all Services and/or access to the Platform in specific countries or regions, at any time, due to, or during, times of war, political upheaval or uncertainty, epidemic, pandemic, riot, insurrection, national or regional emergency, terrorism or threat thereof, or civil disorder.

 

Without limiting the foregoing, under no circumstances shall Operwell or its affiliates, or its or their third-party licensors, be liable or responsible, or be deemed to have defaulted under or breached this Agreement, for any delay or failure in fulfillment or performance resulting, arising out of or caused by, directly or indirectly, or results from acts, causes, forces or circumstances beyond its or their control, including, without limitation, the following force majeure events: (a) acts of God or natural catastrophes or forces, (b) flood, fire, storm, earthquake, epidemics or pandemics, explosion or other similar events; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, insurrections, other civil unrest or disturbances, military disturbances or sabotage; (d) government action, order, law or regulation or orders of domestic or foreign courts or tribunals; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor disputes or stoppages or slowdowns or other industrial disturbances or shortage of labor or materials; (i) breakdown, interruptions, loss, fluctuations or malfunctions of utilities (including heat, light or air conditioning), communications, computers (software and hardware, and including, but not limited to, computer viruses), or telephone communication services; (j) internet, computer equipment, telecommunication equipment, electrical power or other equipment or mechanical failures or shortages; (k) loss of data due to power failures or mechanical difficulties with information storage or retrieval systems; (l) nonperformance of third parties; and (m) other events beyond the control of Operwell.

 

THE PLATFORM, AND ALL CONTENT, PRODUCTS, FEATURES AND SERVICES AVAILABLE ON OR THROUGH THE PLATFORM ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. YOU USE OPERWELL AND THE PLATFORM AT YOUR OWN RISK. OPERWELL AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, TITLE, SERVICE QUALITY, AND THAT THE PLATFORM AND SERVICES PROVIDED WILL BE UNINTERRUPTED, ERROR FREE, SAFE, OR SECURE. TO THE FULLEST EXTENT PERMITTED BY LAW, OPERWELL AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PLATFORM, AND ALL CONTENT, PRODUCTS, FEATURES AND SERVICES AVAILABLE ON OR THROUGH THE PLATFORM. TO THE FULLEST EXTENT PERMITTED BY LAW, OPERWELL AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PLATFORM OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE BY OPERWELL. OPERWELL IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE PLATFORM AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR OBTAINING ANY SUCH MATERIAL OR DATA.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL OPERWELL OR ITS AFFILIATES, OR ITS OR THEIR THIRD-PARTY LICENSORS, BE LIABLE TO ANY PERSON ON ACCOUNT OF THAT PERSON’S USE OR MISUSE OF OR RELIANCE ON THE PLATFORM. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES OR ANY LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR ANY LOSS OF OR INTERRUPTION TO THE MEMBER’S BUSINESS, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF OPERWELL OR ITS AFFILIATES, OR ITS OR THEIR THIRD-PARTY LICENSORS, 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 PLATFORM, FROM RELIANCE OR DAMAGE CAUSED BY INFORMATION POSTED ON THE PLATFORM, FROM INABILITY TO USE THE PLATFORM, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PLATFORM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE PLATFORM OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE ON THE PLATFORM. THIS LIMITATION SHALL ALSO APPLY TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA, AND TO THE PERFORMANCE OR NON-PERFORMANCE OF THE PLATFORM OR BETWEEN ANY PARTIES WITHIN A C2C OR C2H CONTRACT THAT OCCURRED WITHIN THE PLATFORM, ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE PLATFORM. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIABILITY OF OPERWELL AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT YOU PAID OPERWELL TO USE THE PLATFORM.