This User Agreement (this “Agreement”) provides the terms and conditions You must accept to access and use the online search application for information, software, site and search tools, data, services, applications, resumes of third parties, information provided by third parties, advisory services and materials owned, compiled, licensed and/ or stored by Cerius (the “Services”) for the limited purpose of finding professional and/or executive candidates (the “Executive”) for work, employment or contract labor. By using this site or creating an account, You are deemed to have executed this Agreement electronically, effective on the date You first access the Services, pursuant to California Civil Code Section 1633.8 and the US electronic Signatures in Global and National Commerce Act (the “E-Sign Act”) (15 U.S.C. Section 7001, et seq.) Your access to the Services constitutes an acknowledgement that You are able to electronically receive, download and print this Agreement.
The term “You”, “Your” and “Yours”, collectively or individually, shall mean you as an individual party, business entity and/or agent for any business entity as the ultimate beneficiary of this site or the Services provided by Cerius.
YOU UNDERSTAND AND AGREE THAT BY CHECKING THE BOX AND CLICKING THE "ACCEPT" BUTTON AND/OR BY ACCESSING AND USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT (the “TERMS”). EACH TIME YOU ACCESS OR USE THE SERVICES FOLLOWING YOUR INITIAL ACCOUNT REGISTRATION AND LOGIN, YOU ACCEPT AND AGREE TO THE TERMS. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES. CERIUS MAY AMEND THIS AGREEMENT AT ANY TIME BY POSTING A REVISED VERSION OF THE TERMS ON THE SITE. EACH REVISED VERSION WILL REFERENCE ITS EFFECTIVE DATE. IF THE REVISED VERSION MATERIALLY REDUCES YOUR RIGHTS OR INCREASES YOUR RESPONSIBILITIES, WE MAY POST IT IN ADVANCE OF THE EFFECTIVE DATE TO GIVE YOU NOTICE. YOUR CONTINUED ACCESS AND USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF THE REVISED VERSION OF THIS AGREEMENT CONSTITUTES YOUR ACCEPTANACE OF ITS TERMS.
The Terms under which You may use the Services. These Terms include the Cerius Privacy and Security Policy, which is incorporated into these Terms by reference. The Terms constitute a binding Agreement between You and Cerius Enterprises, Inc., a Nevada corporation doing business as Cerius Executives with a principal place of business at 100 Spectrum Center Drive, Suite 900, California U.S.A (herein referenced as “Cerius”). If You do not accept the Terms stated here, do not use the Services and exit this site or search tool immediately.
The Services include tools to facilitate Your search and access to information stored by Cerius as an Online Service Provider (OSP) for professional services and related business and skill criteria. Your search and access to the Services, including, but not limited to, professional expertise and employment background, is for the sole purpose and intent to engage the Executive in work. Cerius does not warrant or represent that the information provided by or contained in the Services is 100% true or correct but is an accurate reflection of information provided to Cerius by each Executive or third party user. While the information is presumed reliable it is Your responsibility to verify all information provided by the Services. Cerius complies with the Digital Millennium Copyright Act (DMCA) and is not responsible for information provided by third parties.
Cerius may revise these Terms at any time by posting an updated version to this Web page or the Services site. You should visit this page periodically to review the most current Terms that are binding on You.
Users who violate these Terms may have their access and use of the Services suspended or terminated, at Cerius’s discretion.
1. Use of Cerius Content.
Cerius authorizes You, subject to these Terms, to access and use the Services and the Cerius Content (as defined below). The contents of the Services, such as designs, text, graphics, images, video, information, logos, button icons, software, audio files and other Cerius content (collectively, "Cerius Content"), are protected under copyright, trademark and other laws. All Cerius Content is the property of Cerius or its licensors. Unauthorized use of the Cerius Content may violate these laws and/or applicable communications regulations and statutes, and is strictly prohibited. You must preserve all copyright, trademark, service mark and other proprietary notices contained in the original Cerius Content on any authorized copy You make of the Cerius Content. Cerius does not warrant or represent that the information provided by or contained in the Services is 100% true or correct but is an accurate reflection of information provided to Cerius. While the information is presumed reliable, it is Your responsibility to verify all information and results provided by the Services.
Any code that Cerius creates to generate or display any Cerius Content or the pages making up any Cerius Application is also protected by Cerius's copyright and You may not copy or adapt such code.
2. Use of the Services.
The Services may be used only by individuals seeking to engage with Cerius. Your use of the Services is also subject to any other contracts You may have with Cerius. In the case of any conflict between these Terms and any contract You have with Cerius, the terms of Your contract will prevail.
You are responsible for maintaining the confidentiality of Your account and passwords, as applicable. You may not share Your password or other account access information with any other party, temporarily or permanently, and You shall be responsible for all uses of the Services, including registrations and passwords, whether or not authorized by You. You agree to immediately notify Cerius of any unauthorized use of Your account or passwords. You agree to download all documents delivered to You and store Your own data. You acknowledge that Cerius is not responsible for storage, backup or future access to Your documents or data.
By using the Services You will only pursue the Executives and Services through Cerius. You agree that You will not circumvent or take actions to exclude or remove Cerius in Your work with any Executive found through the Services. There is a “Non-Circumvent Period” of twelve (12) months following the introduction to an Executive, during which, if you would like to negotiate and directly hire any Executive as a full-time employee, you shall immediately notify Cerius of such offer and provide Cerius a copy of the proposed or executed agreement or offer letter (or describe in writing to Cerius any oral offer) and make arrangements for payment of a Conversion Fee for the Executive. The Non-Circumvention Period shall be calculated from the date of the initial introduction to Executive. The Conversion Fee applies only to the conversion of an Executive to a full-time employee. Unless otherwise agreed in writing between the parties, you hereby agree to pay Cerius a “Conversion Fee” percentage of the total employee first year cash compensation (base, bonus, signing bonus) agreed to by such Cerius Executive upon becoming a full-time employee (not part-time or interim) outside of the Cerius relationship within the “Non-Circumvention Period”. The Conversion Fee is due if you, or your agents, hire a Cerius Executive as an employee. You shall first give written notice of its intention to Cerius and provide the offer and available compensation details to Cerius. You acknowledge that the Conversion Fee is reasonable and a justified value for the Services provided through Cerius and affirms that you will not take any action to work around the spirit or intent of this Conversion Fee. If you use the services of an Executive introduced by Cerius in a part-time, fractional or contract relationship, you will honor and comply with all the terms of this Agreement under which, all non-full time employee work must be contracted with through Cerius. For clarification, “full time” work shall be considered forty (40) hours per week or more.
Furthermore, You agree NOT to do the following:
(a) transmit, post, distribute, store or destroy material, including, without limitation, Cerius Content in violation of any applicable law or regulation, including, but not limited to, laws or regulations governing the collection, processing, or transfer of personal information, or in breach of Cerius’s Privacy and Security Policy;
(b) use any device to navigate or search within the Services other than the tools available on the site, generally available third party web browsers, or other tools approved by Cerius;
(c) use any data mining, robots or similar data gathering or extraction methods;
(d) violate or attempt to violate the security of the site or its Services, including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(e) forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;
(f) reverse engineer or decompile any parts of any Services;
(g) frame or link to any Cerius Content or information available from any Services, unless permitted by these Terms;
(h) post any content or material that promotes or endorses false or misleading information or illegal activities, or endorses or provides instructional information about illegal activities or other activities prohibited by these Terms, such as violating someone's privacy, providing or creating computer viruses or pirating media;
(i) post any resume or Profile on behalf of another party;
(j) assign or delegate any engagement with an Executive to any agent, agency, or other third party unless approved by Cerius;
(k) forward or transmit any information obtained from or through the Services to any person(s) outside of Your business or with intent to engage the Executive to a third party or the exclusion of Cerius;
(l) share with a third party any login credentials;
(m) access data not intended for You or log into a server or account which You are not authorized to access;
(n) post, alter, edit or submit to the Services, information that results in false or inaccurate information which is not Your own;
(o) solicit passwords or personally identifiable information from other users;
(p) harass, incite harassment or advocate harassment of any group, company, or individual;
(q) send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes promoting Your products or services to any user, or contact any users that have specifically requested not to be contacted by You;
(r) identify any product or service as being sanctioned by, sponsored by, or associated with Cerius, without the prior written consent of Cerius;
(s) attempt to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the Services, overloading, "flooding", "spamming", "mailbombing" or "crashing";
(t) promote or endorse an illegal or unauthorized copy of another person's copyrighted work; or
(u) use the Services for any unlawful purpose or any illegal activity, or post or submit any content or job posting that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to pornographic, indecent or sexually explicit material of any kind, as determined by Cerius’s discretion.
When You register with any Cerius Application, You will be asked to create an account and provide Cerius with certain information including, without limitation, a valid email address.
You acknowledge and agree that You are solely responsible for the form, content and accuracy of any information contained therein placed by You on the Services.
You understand and acknowledge that You have no ownership rights in Your account and that if You cancel Your Cerius account, violate the Terms of this Agreement or Your Cerius account is otherwise terminated, all of Your account information may be removed from any area of the Services at the sole discretion of Cerius.
Cerius reserves the right to delete Your user account and all of Your information after a duration of inactivity or violation of the Terms of this Agreement. Cerius will not maintain any correspondence or data storage on Your behalf.
3. User Content and Submissions.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other materials submitted, posted or displayed by You on or through the Service ("User Content") is the sole responsibility of the person who provided the User Content. Cerius does not warrant or represent that the information inclusive of User Content contained in the Services is 100% true or correct but is an accurate reflection of information provided to Cerius as User Content. It is Your responsibility to verify all User Content provided by the Services. Cerius claims no ownership or verification of User Content other than storage and search functionality. You retain all patent, trademark and copyright to any User Content You submit, post or display on or through Cerius and You are responsible for protecting those rights, as appropriate by use, protection or by law.
You also represent and warrant that You have the right to grant, or that the holder of any rights, including moral rights in such User Content has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant, the license to post and transmit the User Content as intended and stated in this Agreement. Cerius may review and remove any User Content that, in its sole judgment, violates these Terms or violates applicable laws, rules or regulations.
Any information You submit as User Content must be accurate and truthful. Cerius reserves the right to validate user information at any time, including, but not limited to, validation against third party databases or the verification of one or more official government or legal documents that confirm a user's identity. You authorize Cerius, directly or through third parties, to make any inquiries necessary to validate Your identity and confirm Your ownership of Your email address, subject to applicable law. Failure to provide information about You and Your company when requested is a violation of the Terms.
You may not include information that may be interpreted as a direct solicitation, advertisement or recruitment for an available job position directed to individuals seeking employment on either a full time or part time basis to the exclusion or circumvention of Cerius in the search for or the engagement of any Executive.
4. Notification of Claimed Copyright or Trademark Infringement.
If You believe that Your copyrighted work or trademark has been uploaded, posted or copied without Your permission or valid license for use with the Service, please contact Cerius at firstname.lastname@example.org to address the removal and protection of Your property.
5. Policy Regarding Termination of Users Who Infringe the Copyright or Other Intellectual Property Rights of Others.
Cerius respects the intellectual property of others, and we ask our users and content partners to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owner’s rights. As a condition to Your use of the Services, You agree not to use the Services to infringe the intellectual property rights of others in any way. Cerius reserves the right to terminate the accounts of any Users, and block access to the Services of any users who are infringers of the copyrights, or other intellectual property rights, of others.
6. Disclaimer of Warranty.
TO THE FULLEST EXTENT POSSIBLE BY LAW, CERIUS DOES NOT WARRANT THAT THE SERVICE WILL PRODUCE ACCURATE INFORMATION OR WILL OPERATE ERROR-FREE OR THAT ANY CERIUS SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF ANY CERIUS APPLICATION RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA OR ANY OTHER COSTS, CERIUS IS NOT RESPONSIBLE FOR THOSE COSTS. THE SERVICES AND CERIUS CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. CERIUS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. CERIUS MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CERIUS CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS. FURTHER, ANY USE OF THE SERVICES FROM OUTSIDE THE UNITED STATES IS AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE THE UNITED STATES.
7. Disclaimer of Consequential Damages.
TO THE FULLEST EXTENT POSSIBLE BY LAW, IN NO EVENT SHALL CERIUS, ITS AFFILIATES, SUPPLIERS, LICENSORS OR ANY THIRD PARTY PROVIDERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM RELIANCE UPON INFORMATION, LOST DATA, LOST OPPORTUNITY OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE ANY SERVICE AND/OR THE CERIUS CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CERIUS OR OTHER REFERENCED PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. Limitation of Liability.
TO THE FULLEST EXTENT POSSIBLE BY LAW, CERIUS'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY CERIUS APPLICATION OR YOUR USE OF THE CERIUS CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00) OR THE COST OF YOUR ACCESS FEE TO THE SERVICES, WHICHEVER IS GREATER, NOT TO EXCEED FIVE HUNDRED DOLLARS ($500.00).
9. No Transfer or Unauthorized Commercial Use.
You agree not to transfer or assign Your rights or obligations under these Terms. You also agree not to make any unauthorized commercial use of any Cerius application.
You agree to defend, indemnify, and hold harmless Cerius, its affiliates, suppliers, licensors or third party service providers and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, alleging or resulting from Your use of this site or any information provided from Cerius, any third party content providers, inclusive of its Interim or Advisory consultants. You agree that any advice or information received from Cerius is based on information disclosed by You and You must review such information with scrutiny and reference to factors known to You and Your associates. You acknowledge that business advisory services are not provided in a vacuum and any business decisions made on by You or Your business shall be Your sole responsibility. Advisory services provided by Cerius are general and do not have a fiduciary responsibility to You, Your business or Shareholders. Cerius does not provide legal advice. Cerius is not a registered financial planner, wealth advisor, insurance agent or tax preparer.
11. Confidential Information.
“Confidential Information” is all Cerius private information that is not published or disclosed to the public by Cerius and includes customer lists, interim lists, internal documents, strategic business information, financial and marketing materials, proprietary software and code. You may receive or have access to certain Confidential Information that includes information that belongs to or is held by Cerius that is not available to or from the public domain. All Confidential Information will remain the exclusive property of the disclosing party. You shall hold such Confidential Information in strict confidence and not disclose or use any such Confidential Information, except as may be required by law. You further agree to use reasonable measures and reasonable efforts to provide protection for Confidential Information, including measures at least as strict as You use to protect Your own Confidential Information. As used herein, the term “Confidential Information” shall not include (i) information which can be demonstrated to be within the public domain not through any fault of, or breach of this Agreement by the receiving party, or (ii) has been lawfully received by the receiving party from a third party who is under no obligation to maintain such information in confidence.
12. Mobile Services.
If You use the Services through a mobile device, You agree that information about Your use of the Services through Your mobile device and carrier may be communicated to us, including, but not limited to, Your mobile carrier, Your mobile device, or Your physical location. In addition, use of the Services through a mobile device may cause data to be displayed on and through Your mobile device. By accessing the Services using a mobile device, You represent that to the extent You import any of Your Cerius data to Your mobile device that You have authority to share the transferred data with Your mobile carrier or other access provider. In the event You change or deactivate Your mobile account, You must promptly update Your Cerius account information to ensure that Your messages are not sent to Your old number. Failure to do so is Your responsibility. You acknowledge You are responsible for all charges and necessary permissions related to accessing the Service through Your mobile access provider
These Terms are governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. In addition, Cerius’s failure to enforce any Term shall not be deemed as a waiver of such term or otherwise affect Cerius’s ability to enforce such term at any point in the future. Except as expressly provided in an additional contract, these Terms constitute the entire agreement between You and Cerius with respect to the use of the Services. No changes to these Terms shall be made except by a revised posting on this page.
Except for injunctive relief which may be made by a party before any court of competent jurisdiction, any dispute between You and Cerius valued at more than Five Thousand Dollars ($5,000.00) arising out of the provisions of this Agreement shall be subject to binding arbitration pursuant to the American Arbitration Association's Rules for Commercial Arbitration. The arbitration hearing shall take place in Irvine, California before a single arbitrator. Each party shall be responsible for paying its respective costs of the arbitration, including, without limitation, any fees imposed by the American Arbitration Association and/or the chosen arbitrator. The arbitrator shall issue a written award within thirty (30) days of the date the arbitration hearing is closed or the arbitrator is scheduled to receive post-hearing briefs, whichever date is later.
Payment terms are set forth in Your MSA and/or SOW. If You use the Services You will agree to submit payment pursuant to Your terms. If You do not execute an MSA or SOW or such documents do not provide payment details, You agree to submit payment via Stripe and accept the payment terms set forth herein and at https://stripe.com/payment-terms/legal. Payment rates for Advisory Service are listed in the rates for each advisor on the website. If the rate is not set forth, the Advisory services will be billed at One Hundred Fifty Dollars ($150.00) per hour, with a minimum of one (1) hour. Time in excess of one (1) hour in any single session will be billed in thirty (30) minute increments after the initial hour of Service.
16. Term and Termination.
These Terms will remain in full force and effect while You are a user of any Service. Cerius reserves the right, at its sole discretion, to pursue all of its legal remedies, including, but not limited to, removal of Your User Content from the Services and immediate termination of Your registration with or ability to access the Services and/or any other services provided to You by Cerius, upon any breach by You of these Terms or if Cerius is unable to verify or authenticate any information You submit to a Cerius Application. Certain provisions of these Terms will survive any termination and remain in effect, including Sections 1, 2, 3, 4, 6 through 11, inclusive, and 13 through 16, inclusive.