Terms & Conditions

Acceptance

Welcome to the One Stingray website located at onestingray.com together with any materials and services available therein, and successor site(s) thereto or the One Stingray Direct mobile application, (the “Site”), which is operated by One Stingray LLC. ("us", "we", or "our"). These Terms of Use (“Terms”) state the terms and conditions governing your use of and access to the Site and constitute a legally binding contract between you and One Stingray LLC. These Terms incorporate any additional terms and conditions posted by One Stingray through the Site, or otherwise made available to you by One Stingray LLC. **PLEASE REVIEW THESE TERMS CAREFULLY. YOUR ACCESS TO AND/OR USE OF THE SITE CONSTITUTES YOUR ACCEPTANCE OF, AND CONSENT TO BE BOUND BY, THESE TERMS. IF YOU DO NOT ACCEPT AND CONSENT TO BE BOUND BY THESE TERMS, THEN YOU MUST NOT USE OR ACCESS THE SITE.** We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting revised Terms through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. The “Last Updated” legend above indicates when these Terms were last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); or offer opportunities to some or all Site users.

Eligibility

By using the Site, you affirm that you are of legal age to enter into these Terms. If you are an individual accessing or using the Site on behalf of, or for the benefit of, any corporation, partnership or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms. References to “you” and “your” in these Terms will refer to both the individual using the Site and to any such Organization. The Site is controlled or operated (or both) from the United States, and is not intended to subject One Stingray LLC to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

License

Subject to and conditioned on your compliance with these Terms, One Stingray LLC grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to access and use the Site, and to download copies of the materials that we make available for download on the Site, in each case solely for your personal and non-commercial use. The Site, including all content, information, and materials incorporated into or made available through the Site, is the exclusive property of One Stingray LLC or its suppliers, and is protected by U.S. and international law. You agree not to access or use the Site, or any content, information, or materials incorporated into or made available through the Site, except as expressly permitted under these Terms. All trademarks, service marks, and logos displayed on the Site (the “Marks”) are the exclusive property of One Stingray LLC or their respective third party owners. Except for your right to view Marks on our Site, You are not granted any rights to the Marks. Nothing in the Site grants, by implication, estoppel, or otherwise, any license or right to use any Marks displayed on the Site.

User Submitted Materials

The Site includes functionality to enable you to upload your résumé and/or other employment- and career-related information, and may also enable you to submit comments and materials through interactive features such as message boards and other forums, and chatting, commenting and other messaging functionality (all such résumés, information, comments, and materials are “Submitted Materials”). For clarity, you retain ownership of your Submitted Materials. You hereby grant One Stingray LLC a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Submitted Materials, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed Submitted Materials, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place One Stingray LLC under any fiduciary or other obligation. You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submitted Materials, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory. One Stingray LLC may (but has no obligation to) screen, monitor, evaluate and remove any Submitted Materials at any time and for any reason, or analyze your access to and use of the Site. We may disclose information regarding your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose. For clarity, certain information that you provide to One Stingray LLC through the Site may also be governed by One Stingray LLC’s Privacy Policy, located at the “Privacy Policy”. You represent and warrant that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.

Rules of Conduct

In connection with the Site, you agree NOT to: - Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner. - Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”). - Use the Site forany commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful. - Harvest or collect information about users of the Site. - Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks. - Restrict or inhibit any other person from using the Site. - Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein. - Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law. - Remove any copyright, trademark or other proprietary rights notice from the Site. - Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service. - Systematically download and store Site content. - Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without One Stingray LLC’s express prior written consent. - Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, One Stingray LLC grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. One Stingray LLC reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.

Account and Password

You may need to register for an account to use all or portions of the Site. We may reject, or require that you change, any username, password or other information that you provide to us in registering. You, and not One Stingray LLC, are responsible for any use or misuse of your user name or password. In particular, it is your sole responsibility to: - Maintain the confidentiality of your account login and password. - Frequently update and revise your password. - Promptly notify One Stingray LLC if there is any unauthorized use of your account or any breach of security.

Third Party Materials

The Site may make available or provide links to third party websites, content, or information (“Third Party Materials”). One Stingray LLC does not control, and is not responsible for, any Third Party Materials and the availability of any Third Party Materials on the Site does not imply endorsement of, or affiliation with the provider of Third Party Materials. Your use of Third Party Materials is at your own risk. ## Indemnification You agree to indemnify, defend, and hold harmless One Stingray LLC, and its affiliates, officers, directors, agents, and employees from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to your access to or use of, or activities in connection with, the Site (including any Submitted Materials), or your violation or alleged violation of these Terms or the Privacy Policy. ## Disclaimer The Site is provided on an “as is” and “as available” basis, without any warranties of any kind, and One Stingray LLC expressly disclaims all warranties, whether express or implied, with respect to the Site to the fullest extent permissible under applicable law, including warranties of merchantability, fitness for a particular purpose, non-infringement, and title, and warranties arising from course of performance, course of dealing, or usage or trade. While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Site. Further, without limiting the foregoing, One Stingray LLC: - Does not guarantee that you will receive any employment or job offers through the Site. - Will not be responsible for any employment offers or listings, employment screenings, employment decisions, or actual employment presented by third parties. - Is neither your employer nor your agent based solely on your usage of the Site. You must use your own judgment in evaluating any prospective employers and any Third Party Materials.

Limitation of Liability

One Stingray LLC will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, or loss of security of Submitted Materials (including unauthorized interception by third parties of any Submitted Materials), even if advised in advance of the possibility of such damages or losses. Without limiting the foregoing, One Stingray LLC will not be liable for damages of any kind resulting from your use of or inability to use the Site or from any Third Party Materials, including from any virus that may be transmitted in connection therewith. Your sole and exclusive remedy for dissatisfaction with the Site is to stop using the Site. The maximum aggregate liability of One Stingray LLC for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will be $100. Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.

Termination

One Stingray LLC may terminate or suspend your access to the Site at any time, with or without cause or notice, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension: - Your right to access and use the Site will immediately cease. - One Stingray LLC may immediately deactivate or delete your username, password and account. - One Stingray LLC will be under no obligation to maintain or provide you with access to any materials associated with your account (including Submitted Materials), and may retain or delete such materials in One Stingray LLC’s sole discretion. - Except for the license granted to you to access and use the Site, the remaining provisions of these Terms will survive and continue in effect.

Notice of Copyright Infringement

The Digital MillenniumCopyright Act of 1998 (DMCA) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Site infringe your copyright, you (or your agent) may send One Stingray LLC a notice requesting that One Stingray LLC remove the material or block access to it. The notice must include the following information: - A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. - Identification of the copyrighted work claimed to have been infringed (or, if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works). - Identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow One Stingray LLC to locate the material on the Site. - The name, address, telephone number, and email address (if available) of the complaining party. - A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. - A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Notices should be sent to One Stingray LLC’s designated copyright agent: One Stingray LLC Attn: Copyright Agent Address: 137 N. Oak Park Ave, Oak Park, IL Email: info@onestingray.com Phone: +1 (872) 222-9990

Governing Law and Venue

These Terms and your access to and use of the Site will be governed by and construed and enforced in accordance with the laws of the State of [Insert State], without regard to conflict of law rules or principles (whether of [Insert State] or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of [Insert State] and the United States, respectively, sitting in [Insert County, State].

Arbitration

Agreement and Class Action Waiver Except for disputes arising from intellectual property rights or claims for injunctive relief, including but not limited to temporary restraining orders or preliminary injunctions, any dispute arising under these Terms will be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such rules. The arbitration will take place in [Insert City, State]. The arbitration proceedings will be conducted in the English language and all documentation shall be presented and filed in English. The arbitrator’s award shall be final and binding, and judgment upon the award may be entered and enforced in any court of competent jurisdiction. The prevailing party will be entitled to recover its costs and expenses, including reasonable attorneys’ fees, incurred in connection with the arbitration. The parties may, by mutual agreement, seek to have the arbitration conducted by telephone or based solely on written submissions, and the arbitrator may so order. YOU AND ONE STINGRAY LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and One Stingray LLC agree otherwise, the arbitrators may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void.

Miscellaneous

These Terms constitute the entire agreement between you and One Stingray LLC relating to your access to and use of the Site. The failure of One Stingray LLC to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The provisions of these Terms that by their nature are intended to survive termination or expiration of these Terms (including, but not limited to, Sections 3, 5, 7, 8, 9, 10, and 11) shall survive any termination or expiration of these Terms. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.