Privacy Statement & Terms of Service

Oplign.com Privacy Policy

Oplign.com (“Oplign”) takes privacy seriously and is committed to protecting your privacy. This Privacy Policy is attached to describe to you our practices regarding the Personal Data (as defined below) we collect from users via the functions of our website, located at oplign.com (the “Site”) and through our various services and support (“Service”). We use a variety of industry-standard security technologies and procedures to help protect your Personal Data from unauthorized access, use, or disclosure. We also require you to enter a password to access your Account information. Please do not disclose your Account password to unauthorized people. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, while Oplign uses reasonable efforts to protect your Personal Data, Oplign cannot guarantee its absolute security. By submitting Personal Data through our Site or Service, you agree to the terms of this Privacy Policy and you expressly consent to the collection, use and disclosure of your Personal Data in accordance with this Privacy Policy.

Oplign Data Collection

Oplign “Personal Data” means data that allows someone to contact you, including, your name, e-mail address, and telephone number. Oplign may in the future use other publicly available information about you that is associated with or linked to you in association with of the foregoing data. “Anonymous Data” means data that is not associated with or linked to your Personal Data; Anonymous Data does not, by itself, permit the identification of individual persons.

Oplign does NOT collect any “Personal Data” that is related to the following PII categories: Age, religious affiliation or creed, race or ethnicity, gender or sexual preference, various disability statuses, Social Security numbers or other government numerical identification systems, personnel health and HIPAA related data and statuses, or photos, videos, or other visual representations of the individual; nor does Oplign have any data fields that are capable or collecting, holding, or distributing any of this this type of Personal Data.

We collect Oplign Personal Data and Anonymous Data, as described below.

A. We may collect Personal Data from you, such as your first and last name, location, phone number, e-mail and mailing addresses, professional title, company name, employment history, education history, military experience, skills work experience, certifications, resume, IT related skills, personal summary, and password when you create an account to log in to our network (“Account”).

B. We retain information on your behalf, such as job qualifications, job rejections, job invites, skill alignments, experience alignments, uploads and messages that you store using your Account.

C. If you provide us feedback or contact us via e-mail, we will collect your name and e-mail address, as well as any other content included in the e-mail, in order to send you a reply.

D. When you post content (text, images, photographs, messages, comments or any other kind of content that is not your e-mail address) on our Site, the information contained in your posting will be stored in our servers.

E. Your posted information will be viewed by other users of the site, along with your profile photo and any other information that you choose to make public on your profile page (“Profile”). The information that you provide in your Profile will be visible to others, including anonymous visitors to the Site.

F. Enterprises posting job opportunities to the site readily view all information in your Anonymous Data, and from time to time can view your Personal Data.

G. When you participate in one of our surveys, we may collect additional profile information.

H. We also collect other types of Personal Data that you provide to us voluntarily, such as your operating system and version, product registration number, and other requested information if you contact us via e-mail regarding support for the Service.

I. We may also collect Personal Data at other points in our Site that state that Personal Data is being collected.

J. When you post messages on the message boards of our Site, the information contained in your posting will be stored on our servers and other users will be able to see it.

1. Data Collected Via Technology

As a web service, Oplign will automatically gather, store, and utilize information it receives via various electronic and web-based methods. This includes “Personal Data” and “Anonymous Data” collected from time to time via the various methodologies outlined below:

A. Information Collected from Social Networking Sites: If you are not currently registered as a user of the Service, and you click on “Sign In” using Facebook, Google, LinkedIn, GitHub, AngelList, or another SNS that we support, you will first be asked to enter your SNS credentials and then be given the option to register for the Service. In this case, we may receive information from that SNS to make it easier for you to create an Account on the Site. Any information that we collect from your SNS account may depend on.

B. Information Collected by Our Servers. To make our Site and Service more useful to you, our servers (which may be hosted by a third party service provider) collect information from you, including your browser type, operating system, Internet Protocol (“IP”) address (a number that is automatically assigned to your computer when you use the Internet, which may vary from session to session), domain name, and/or a date/time stamp for your visit.

C. Log Files. As is true of most websites, we gather certain information automatically and store it in log files. This information includes IP addresses, browser type, Internet service provider (“ISP”), referring/exit pages, operating system, date/time stamp, and clickstream data. We use this information to analyze trends, administer the Site, track users’ movements around the Site, gather demographic information about our user base as a whole, and better tailor our Service to our users’ needs. For example, some of the information may be collected so that when you visit the Site or the Service again, it will recognize you and the information could then be used to serve advertisements and other information appropriate to your interests. Except as noted in this Privacy Policy, we do not link this automatically collected data to Personal Data.

D. Cookies. Like many online services, we use cookies to collect information. “Cookies” are small pieces of information that a website sends to your computer’s hard drive while you are viewing the website. We may use both session Cookies (which expire once you close your web browser) and persistent Cookies (which stay on your computer until you delete them) to provide you with a more personal and interactive experience on our Site. This type of information is collected to make the Site more useful to you and to tailor the experience with us to meet your special interests and needs.

E. Google Analytics. We use Google Analytics to help analyze how users use the Site. Google Analytics uses Cookies to collect information such as how often users visit the Site, what pages they visit, and what other sites they used prior to coming to the Site. We use the information we get from Google Analytics only to improve our Site and Service. Google Analytics collects only the IP address assigned to you on the date you visit the Site, rather than your name or other personally identifying information. We do not combine the information generated through the use of Google Analytics with your Personal Data. Although Google Analytics plants a persistent Cookie on your web browser to identify you as a unique user the next time you visit the Site, the Cookie cannot be used by anyone but Google. Google’s ability to use and share information collected by Google Analytics about your visits to the Site is restricted by the Google Analytics Terms of Use and the Google Privacy Policy.

2. Third Party Information Collected from You

If you decide to invite a third party to create an Account, we will collect your and the third party’s names and e-mail addresses in order to send an e-mail and follow up with the third party. We may also preform the following actions in relation to the fulfillment of Service to both you and the third party:

A. We may maintain this information indefinitely in our database and may also use this information to help us establish networks of contacts, document relationships, facilitate referrals, and improve our services.

B. We may also use this information to show you and other users that you may know each other or have shared contacts. We rely upon you to obtain whatever consents from the third party that may be required by law to allow us to access and upload the third party’s names and e-mail addresses as required above.

C. You or the third party may contact us at help@oplign.com to request the removal of this information from our database. The e-mail that is sent to your friends will come from your e-mail address so that your friends know that you want to invite them to visit the Site.

3. Information Collected from Third Party Companies

We may receive Personal and/or Anonymous Data about you from companies, Veteran Service Organizations (VSO), service branches, and non-profit entities that provide our Service by way of a co-branded or private-labeled website, companies that offer their products and/or services on our Site, and/or companies that otherwise collect such information. These third-party companies may supply us with Personal Data. We may add this information to the information we have already collected from you via our Site in order to improve the Service we provide.

4. Use of your Personal Data

In general, Personal Data you submit to us is used either to respond to requests that you make, or to aid us in serving you better. We use your Personal Data in the following ways:

A. Create and establish your profile on our Site;

B. Establish Username, Password, and email communications methodology;

C. Identify you as a unique user in our system;

D. Allow you access to the Site’s various Services

E. Deliver improved administration of our Site and Service;

F. Adjust Site information delivery based on your customized requests

G. Maintain the quality interaction with our Site and Service;

H. Send you operational e-mail notifications, such as information about job alignments or skill updates in the system;

I. Send you administrative e-mail notifications, such as information about security or support and maintenance advisories;

J. Respond to your inquiries;

K. Proactively contact you via email or telephone calls, from time to time;

L. Deliver newsletters, surveys, offers, and other promotional materials related to our Service and for other marketing purposes of Oplign.

5. User Testimonials and Feedback

We often receive testimonials and comments from users who have had positive experiences with our Service. We occasionally publish such content. When we publish this content, we may identify our users by their first and last name and may also indicate their home city. We obtain the user’s consent prior to posting his or her name along with the testimonial. We may post user feedback on the Site from time to time. We will share your feedback with your first name and last initial only. If we choose to post your first and last name along with your feedback, we will obtain your consent prior to posting you name with your feedback. If you make any comments on a blog or forum associated with your Site, you should be aware that any Personal Data you submit there can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages. We are not responsible for the personally identifiable information you choose to submit in these blogs and forums.

6. Creation Of Anonymous Data

We may create Anonymous Data records from Personal Data by excluding information (such as your name) that makes the data personally identifiable to you. We use this Anonymous Data to analyze request and usage patterns so that we may enhance the content of our Service and improve Site navigation. We reserve the right to use Anonymous Data for any purpose and disclose Anonymous Data to third parties in our sole discretion.

7. Disclosure of Your Personal Data

We disclose your Personal Data as described below and as described elsewhere in this Privacy Policy.

A. Third Parties Designated by You: When you use the Service, the Personal Data you provide will be shared with the third parties that you designate to receive such information, including other websites, your friends, relatives and business associates. Depending on the type of access you grant to such third parties, they may also be permitted to edit the information you have provided to us and to designate others to access and edit such information. You may change your settings at any time as to who has access to your information by going to your account settings and changing your publishing options.

B. Third Party Service Providers: We may share your Personal Data with third party service providers to: provide you with the Service that we offer you through our Site; to conduct quality assurance testing; to facilitate creation of accounts; to provide technical support; and/or to provide other services to Oplign. These third-party service providers are required not to use your Personal Data other than to provide the services requested by Oplign.

C. Affiliates: We may share some or all of your Personal Data with our parent company, subsidiaries, joint ventures, or other companies under a common control (“Affiliates”), in which case we will require our Affiliates to honor this Privacy Policy.

D. Company Event or Restructuring: We may share some or all of your Personal Data in connection with or during negotiation of any merger, financing, acquisition, tres commas event, or dissolution transaction or proceeding involving sale, transfer, divestiture, or disclosure of all or a portion of our business or assets. In the event of an insolvency, bankruptcy, or receivership, Personal Data may also be transferred as a business asset. If another company acquires our company, business, or assets, that company will possess the Personal Data collected by us and will assume the rights and obligations regarding your Personal Data as described in this Privacy Policy.

E. Social Networking Sites: Our Service may enable you to post content to SNSs. If you choose to do this, we will provide information to such SNSs in accordance with your elections. You acknowledge and agree that you are solely responsible for your use of those websites and that it is your responsibility to review the terms of use and privacy policy of the third-party provider of such SNSs. We will not be responsible or liable for: (i) the availability or accuracy of such SNSs; (ii) the content, products or services on or availability of such SNSs; or (iii) your use of any such SNSs.

F. Public Profile: Certain portions of the information you provide to us may also be displayed in your Profile. As an essential element of the Service, most of the Personal Data you explicitly provide to us when you register or update your Profile is displayed on your Profile. In order for your Profile to be made public, you must go to your profile settings and then to profile visibility. By default, your Profile is not for public viewing. Your photos, posts, friends, and other content you post to the Site are also meant for public consumption. We may display this content on the Site and further distribute it to a wider audience through third party sites and services. Once displayed on publicly viewable web pages, that information can be collected and used by others. We cannot control who reads your postings or what other users may do with the information that you voluntarily post, so it is very important that you do not put Personal Data in your posts. Once you have posted information publicly, while you will still be able to edit and delete it on the Site, you will not be able to edit or delete such information cached, collected, and stored elsewhere by others (e.g., search engines).

G. Other Disclosures: Regardless of any choices you make regarding your Personal Data (as described below), Oplign may disclose Personal Data if it believes in good faith that such disclosure is necessary (a) in connection with any legal investigation; (b) to comply with relevant laws or to respond to subpoenas or warrants served on Oplign; (c) to protect or defend the rights or property of Oplign or users of the Site or Service; and/or (d) to investigate or assist in preventing any violation or potential violation of the law, this Privacy Policy, or our Terms of Use.

H. Third Party Websites: Our Site may contain links to third party websites. When you click on a link to any other website or location, you will leave our Site and go to another site, and another entity may collect Personal Data or Anonymous Data from you. We have no control over, do not review, and cannot be responsible for, these outside websites or their content. Please be aware that the terms of this Privacy Policy do not apply to these outside websites or content, or to any collection of your Personal Data after you click on links to such outside websites. We encourage you to read the privacy policies of every website you visit. The links to third party websites or locations are for your convenience and do not signify our recommendation of such third parties or their products, content or websites.

8. Information Choices

You have various choices regarding the use of information on Oplign:

A. Email Communications: We will periodically send you free newsletters and e-mails that directly promote the use of our Site or Service. When you receive newsletters or promotional communications from us, you may indicate a preference to stop receiving further communications from us and you will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the e-mail you receive or by contacting us directly (please see contact information below). Despite your indicated e-mail preferences, we may send you service-related communications, including notices of any updates to our Terms of Use or Privacy Policy.

B. Cookies: If you decide at any time that you no longer wish to accept Cookies from our Service for any of the purposes described above, then you can instruct your browser, by changing its settings, to stop accepting Cookies or to prompt you before accepting a Cookie from the websites you visit. Consult your browser’s technical information. If you do not accept Cookies, however, you may not be able to use all portions of the Service or all functionality of the Service. If you have any questions about how to disable or modify Cookies, please let us know at the contact information provided below.

C. Changing or Deleting Your Personal Data: You may change any of your Personal Data in your Account by editing your profile within your Account or by sending an e-mail to us at help@oplign.com. You may request deletion of your Personal Data by us, and we will use commercially reasonable efforts to honor your request, but please note that we may be required to keep such information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete any information, it will be deleted from the active database, but may remain in archival databases.

9. Security of Your Personal Data

Oplign is committed to protecting the security of your Personal Data. We use a variety of industry-standard security technologies and procedures to help protect your Personal Data from unauthorized access, use, or disclosure. We also require you to enter a password to access your Account information. Please do not disclose your Account password to unauthorized people. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, while Oplign uses reasonable efforts to protect your Personal Data, Oplign cannot guarantee its absolute security.

10. Changes to This Privacy Policy

This Privacy Policy may be updated from time to time for any reason. We will notify you of any changes to our Privacy Policy by posting the new Privacy Policy here: https://oplign.com/privacy and we will change the “Last Updated” date above. You should consult this Privacy Policy regularly for any changes. Continued use of our Site or Service, following posting of such changes, shall indicate your acknowledgement of such changes and agreement to be bound by the terms of such changes.

11. Notes

A. Users Outside the United States: If you are a non-U.S. user of the Site, by visiting the Site and providing us with data, you acknowledge and agree that your Personal Data may be processed for the purposes identified in the Privacy Policy. In addition, your Personal Data may be processed in the country in which it was collected and in other countries, including the United States, where laws regarding processing of Personal Data may be less stringent than the laws in your country. By providing your data, you consent to such transfer.

B. About Children: Oplign does not intentionally gather Personal Data from visitors who are under the age of 13. If a child under 13 submits Personal Data to Oplign and we learn that the Personal Data is the information of a child under 13, we will attempt to delete the information as soon as possible. If you believe that we might have any Personal Data from a child under 13, please contact us at help@oplign.com.

C. Contacting Oplign and/or Reporting Violations: If you have any questions or concerns or complaints about our Privacy Policy or our data collection or processing practices, or if you want to report any security violations to us, please contact us at the following address or phone number: Oplign LLC, help@oplign.com

Oplign.com Terms of Service

1. Introduction

Please read these Terms of Use carefully. They contain the terms and conditions governing access to and use of the Services (as defined below) provided by Oplign, LLC or any of its affiliates, subsidiaries, suppliers, vendors or subcontractors ("Oplign”). If an individual person is entering into these Terms of Use on behalf of a company, organization or other legal entity, such individual represents that he or she has the authority to bind such entity, and the terms "Customer” and "you” shall refer to such entity. If you do not accept these Terms of Use or you do not meet or comply with their provisions, you may not use the Services. These Terms of Use are effective as of 01 July 2017 and may be updated periodically.

2. Binding Agreement

These Terms of Use (as they may be amended from time to time by Oplign), together with your Service Activation Agreement, Service Level Agreement, and the User Agreement, form a binding agreement (the "Agreement") between you and Oplign. Your execution of a Service Activation Agreement or your access to or use of the Services indicates your acceptance of these Terms of Use and are deemed accepted by You each time that You use or access any Oplign site or Oplign Services. If You do not accept the Terms stated here, do not use the Oplign sites and the Oplign Services.

3. Certain Definitions.

The following definitions apply to this Agreement:

3.1 "Confidential Information” means all trade secrets and other nonpublic information obtained by a party under this Agreement that relates to the other party's business or technology, including without limitation its products, customer lists, development and marketing plans, and financial information.

3.2 "Customer” means the company, organization or other legal entity that enters into this Agreement with Oplign.

3.3 "Customer Content" means images, text, logos, branding elements, and other content provided by Customer to be displayed in, incorporated into, or distributed through the Services for Customer, but excluding the Customer Data.

3.4 "Customer Data” means any documents, files, information or data stored or processed through use of the Services that concerns Customer’s business, job openings or recruiting practices, or any of Customer’s employees, recruiters, clients (if Customer is a recruiter) or Candidates. Customer Data includes, without limitation, names, addresses, telephone numbers, e-mail addresses, social security numbers, credit card transaction information, and any other personally identifiable information of Customer’s employees, recruiters, clients (if Customer is a recruiter) or Candidates. Customer Data does not include (a) information or data regarding usage or performance of the Services that are not linked to or associated with personally identifiable information or (b) information or data collected directly by Third Party Providers from you or any Users (as described in Section 6, below).

3.5 "Candidate” means any individual whose job application, cover letter, resume, job application, evaluations, or other related information is stored or processed through use of the Services.

3.6 "Oplign Content” means web pages, web forms, images, text, information, data and other content made available through the Services, other than the Customer Data and Customer Content.

3.7 "Service Activation Agreement” means a Service Activation Agreement between Oplign and you, or any other services agreement between Oplign and you in which these Terms of Use have been incorporated by reference, regarding use of the Services.

3.8 "Services" means the Subscription Services as well as any Implementation Services, Training Services and other services as set forth in the Service Activation Agreement (if applicable).

3.9 "Subscription Services” means Oplign’s website and online services, including Oplign Content, as described herein and specified more fully in the Service Activation Agreement.

3.10 "User” means a Candidate or a single Customer employee, recruiter, or other individual who has access to the Services pursuant to Customer’s authorization under Section 4 of these Terms of Use.

3.11 "User Account" means an account with Oplign through which a User can access and use the Services.

3.12 “User Agreement” means that certain User Agreement maintained at http://www.oplign.com/legal as the same may be amended from time to time.

3.13 "You” means the Customer.

4. Registration.

The Service Activation Agreement specifies the number of User Accounts of each user type for which you are licensed. You may not exceed the number of User Accounts for each user type specified on the Service Activation Agreement. Further, you may not enable a User Account to have access levels exceeding the user type of the User Account (for example, provide a Standard User Account with Premium User Account access levels). If you exceed the number of licensed User Accounts for any user type, you will be billed for such excess at the current contracted rate.

You may create User Accounts for any persons whom you authorize to use the Subscription Services on your behalf, including, but not limited to, recruiters and contractors. You are solely responsible for any access to and use of the Services with using your User Accounts or otherwise by Users, including by Candidates. The Subscription Services permit you to establish different levels of security and information access on a User by User basis. You are solely responsible for the creation and management of such security levels including, but not limited to, granting and terminating individual User access to information and/or to the Services as a whole, as appropriate. You are solely responsible for informing Users of their rights and responsibilities with respect to the Services and entering into agreements as appropriate with respect to such User’s use of the Services, including, but not limited to, as appropriate disclosure of information management practices with respect to data and documents provided by such Users.

You acknowledge that any person with access to your username(s) and password(s) may be able to access your user accounts (including customer data and customer content) you or users have stored or processed using the service. You accept all risks of unauthorized use of your user accounts and hereby release oplign from any liability in connection with any such unauthorized access. You will promptly notify Oplign if you discover or otherwise suspect any security breaches related to the Service, including any unauthorized use or disclosure of a username or password.

You acknowledge that any person with access to your username(s) and password(s) may be able to access your user accounts (including customer data and customer content) you or users have stored or processed using the service. You accept all risks of unauthorized use of your user accounts and hereby release oplign from any liability in connection with any such unauthorized access. You will promptly notify Oplign if you discover or otherwise suspect any security breaches related to the Service, including any unauthorized use or disclosure of a username or password.

5. Intellectual Property Rights and Restrictions on Use.

5.1 Oplign Intellectual Property Rights. The Oplign Content and the Services and all right, title and interest in and to the Oplign Content and the Services are the sole property of Oplign or its licensors, and are protected by United States and foreign copyright, trademark and other laws. Except for the limited licenses expressly granted to you in this Agreement, Oplign reserves for itself and its licensors all other rights, title and interest. "Oplign," the Oplign design logo and certain other names or logos are service marks or trademarks of Oplign, and all related product and service names, design marks and slogans are the service marks or trademarks of Oplign. You must retain all copyright, trademark, service mark and other proprietary notices contained on the Oplign Content on any authorized copy you make of the Oplign Content.

5.2 License. Oplign hereby grants you a limited, non-exclusive license during the term of this Agreement to (a) use the Services only for your internal business use, and (b) download, store, print, and display the Oplign Content only as reasonably necessary for you to use the Services.

5.3 Restrictions on Use. You may not sell, transfer, distribute, sublicense or assign any of the Services or Oplign Content or your rights to any of the Services or Oplign Content to any third party. You may not alter, reverse engineer, decompile, disassemble or attempt to derive source code from the Services or its technology. You will not use or access the Services to: (a) build a competitive product or service, (b) make or have made a product or service with similar features, functions, text, graphics or other content, (c) make derivative works based upon the Services or Oplign Content, (d) copy any features, functions, text, or graphics of the Services or the Oplign Content, or (e) to provide services to others except as specifically authorized in your Service Activation Agreement.

5.4 Suggestions. You hereby grant to Oplign a nonexclusive, perpetual and irrevocable license to use any suggestions, recommendations or other feedback regarding the Services provided by you (including by your Users) to Oplign ("Suggestions”), in any manner and for any purposes whatsoever without compensation of any kind. The foregoing license will survive the term of this Agreement.

6. Third Party Providers and Websites.

6.1 Third Party Providers. The Services may enable you to access and use other services not provided by Oplign ("Third Party Services"), such as onboarding or pre-employment background investigations. The Services also contain certain links to websites of Third Party Providers as well as functionality to transmit job listings or other information or data to Third Party Services. Such Third Party Services are provided directly to you by third party service providers ("Third Party Providers”), are not part of the Services, and are subject to change by such Third Party Providers. Any exchange of data or other interaction between you and a Third Party Provider, and any purchase by you of any product or service offered by a Third Party Provider, is solely between you and such Third Party Provider. Third Party Services are provided to you on a pass-through basis pursuant to such fees and other terms and conditions as may be agreed between you and the Third Party Provider pursuant to a separate agreement. Oplign provides access and links to Third Party Services, and transmits information and data to Third Party Services, solely as a convenience to you and not as an endorsement by Oplign. You use such Third Party Services solely at your own risk. Oplign is not responsible for and makes no representations or warranties with respect to any Third Party Services, the actions of any Third Party Providers, or the handling of your information or data once Oplign transmits it pursuant to your instructions.

7. Customer Data and Customer Content.

7.1 Responsibility for Data. You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data and Customer Content. You hereby grant Oplign a non-exclusive license to (a) use, copy, modify, store, transmit and display Customer Data and Customer Content solely to the extent reasonably required to provide and maintain the Services for your use and (b) use, copy, modify, store, transmit and display non-personally identifiable Customer Data and Customer Content to analyze, improve, promote and operate the Services and other products and services of Oplign.

7.2 Data Extracts. Certain standard extracts of Customer Data and Customer Content stored on the Services are available in a standard format (e.g., text or CSV file) upon termination of the service at no additional charge. Upon request, additional standard or custom extracts may be available at additional cost. Oplign does not warrant that all or that any particular elements of Customer Data and Customer Content can be extracted and made available independent of the Services. Please contact your customer service agent for more information.

8. Confidential Information.

8.1 Non-Disclosure of Confidential Information. The party receiving Confidential Information (the "Receiving Party”) shall not disclose Confidential Information to any third party without the prior written consent of the party disclosing such confidential information (the "Disclosing Party”) and shall restrict dissemination of Confidential Information within its own organization to those employees who have a need to have access to the Confidential Information. The Receiving Party agrees to protect Confidential Information by using at least the same degree of care as it would use to protect its own information of like importance, but in no case less than reasonable care. Each party shall take appropriate measures, and in no event less than reasonable measures, by instruction and agreement prior to disclosure to such employees to protect against unauthorized use or disclosure.

8.2 Exceptions to Confidential Information. The obligations in Section 8.1 do not apply to Confidential Information which: (a) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party’s records; (b) is or becomes publicly available without breach of this Agreement by Receiving Party; (c) becomes known or available to Receiving Party from a source other than the Disclosing Party without a restriction on use or disclosure of such Confidential Information; (d) is independently developed by the Receiving Party without use of the Confidential Information; or (e) is required to be disclosed by the Receiving Party pursuant to an order issued by a court or other governmental authority, provided that the Receiving Party (i) provides the Disclosing Party prior written notice of such obligation so as to give the Disclosing Party a reasonable opportunity to oppose such disclosure or obtain a protective order, unless prohibited by law from doing so, and (ii) discloses Confidential Information only to the extent legally required.

8.3 Injunctive Relief. The parties acknowledge that the unauthorized use or disclosure of Confidential Information may cause irreparable harm to the disclosing party. Accordingly, the parties agree that the disclosing party shall be entitled to seek equitable relief, including injunctive relief, in addition to all other remedies available at law for any threatened or actual breach of this Agreement with respect to Confidential Information.

8.4 Ownership. Each party shall retain all right, title and interest to such party’s Confidential Information disclosed to the other party. Subject only to the Receiving Party’s limited use of the Confidential Information for the purpose set forth above, the Receiving Party acknowledges and agrees that nothing in this Agreement shall be construed as granting or implying any rights, license or otherwise, to any Confidential Information disclosed pursuant to this Agreement whether under any trademark, patent or copyright, or application of same which are now or thereafter may be obtained by such party. The Receiving Party shall not violate any of the Disclosing Party’s intellectual property or other rights in or to the Confidential Information.

9. Warranties, Warranty Disclaimers and Limitations on Oplign’s Liability.

9.1 Warranties. Each party represents and warrants that it has the legal power and authority to enter into the Agreement. Customer represents and warrants that (a) it has neither falsely identified itself nor provided any false information to gain access to the Services, (b) its billing information is and at all times will be correct, and (c) it shall use and operate the Services in accordance with all laws that apply to its operations.

9.2 WARRANTY DISCLAIMERS.

(a) THE WARRANTIES EXPRESSLY STATED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY OPLIGN. THE SERVICES ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. OPLIGN, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

(b) WITHOUT LIMITATION OF THE FOREGOING:

(i) OPLIGN DOES NOT WARRANT THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. OPLIGN DOES NOT WARRANT OR GUARANTEE THE PERFORMANCE, ACCESSIBILITY OR SPEED OF THE SERVICE.

(ii) CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER’S PURPOSES. IN PARTICULAR, OPLIGN DOES NOT WARRANT THAT THE SERVICES (INCLUDING ANY REPORTS, FORMS, NOTICES, DISCLOSURES, DATA SETS OR OTHER ITEMS PROVIDED TO CUSTOMER THROUGH THE SERVICES) WILL SATISFY ANY LEGAL, REGULATORY, REPORTING, RECORDKEEPING, PRIVACY OR OTHER REQUIREMENTS THAT MAY BE APPLICABLE TO CUSTOMER OR CUSTOMER’S CLIENTS.(iii) OPLIGN DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S EMPLOYMENT OBJECTIVES OR THAT THE SERVICES WILL RESULT IN CANDIDATES BEING HIRED, POSITIONS BEING FILLED OR EMPLOYEES BEING RETAINED. OPLIGN IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR ANY BUSINESS, EMPLOYMENT, HIRING AND/OR SALARY DECISIONS, FOR WHATEVER REASON MADE, MADE BY CUSTOMER OR CUSTOMER’S CLIENTS.

9.3 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.

(a) IN NO EVENT SHALL OPLIGN (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS, SUBCONTRACTORS, SUPPLIERS OR ADVERTISERS), BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR IN CONNECTION WITH SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT OPLIGN IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY SUCH LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN OPLIGN’S MAXIMUM LIABILITY TO YOU FOR ANY INDIRECT DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.

(c) IN NO EVENT SHALL OPLIGN (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, SUBCONTRACTORS, SUPPLIERS, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF THE AMOUNTS ACTUALLY PAID BY YOU TO OPLIGN UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

(d) NOTWITHSTANDING THE FOREGOING, OPLIGN’S TOTAL EXPENDITURES WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 12.1 SHALL NOT EXCEED IN AN AMOUNT EQUAL THE AGGREGATE OF THE AMOUNTS ACTUALLY PAID BY YOU TO OPLIGN UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE CLAIM.

(e) DUE TO THE NATURE OF THIS AGREEMENT, IN ADDITION TO MONEY DAMAGES, YOU AGREE THAT OPLIGN WILL BE ENTITLED TO SEEK EQUITABLE RELIEF UPON A BREACH OF THIS AGREEMENT BY YOU.

9.4 MODIFICATION OF SERVICES.

Oplign reserves the right at any time to modify or discontinue, temporarily or permanently, the Service with or without notice.

10. Amendments to these Terms of Use.

Oplign may revise these Terms of Use at any time by posting an updated version of these Terms of Use to the Oplign website, including the date on which the Terms of Use were updated. Revisions to these Terms of Use will be binding on you beginning on the date they are posted on the Oplign website (or as otherwise stated in the revised Terms of Use or any notice of such revisions). Any use of the Services after such revisions will be considered acceptance by you of such revisions (including any exhibits thereto). Any new or different terms supplied by you are specifically rejected by Oplign unless Oplign agrees to them in a signed writing specifically including those new or different terms.

11. Indemnity.

11.1 Indemnification by Oplign.

Oplign will, at its sole expense, defend, indemnify, and hold harmless Customer and its affiliates, successors and assigns (collectively, the "Customer Indemnified Parties") from and against any and all damages, losses, costs and expenses (including any reasonable attorney's fees and expenses), which the Customer Indemnified Parties pay to third parties to the extent arising out of any claim, suit, action, or proceeding brought against a Customer Indemnified Party alleging that the Services or Oplign Content, or use thereof in accordance with this Agreement, infringes the copyright, patent right, or trademark right, or misappropriates the trade secrets, of a third party. In case of such a claim, Oplign may, in its discretion, procure a license that will protect Customer against such claim without cost to Customer, modify or replace the Services to avoid such infringement, or if Oplign deems such remedies not practicable, Oplign may terminate the Services and the Agreement without fault, provided that in case of such a termination, Customer shall receive a pro-rata refund of the license fees prepaid for use of the Services not yet furnished as of the termination date. This Section states Customer’s sole and exclusive remedies, and Oplign’s sole and exclusive liability, for infringement or claims alleging infringement relating to the Services or Oplign Content.

11.2 Indemnification by Customer.

Customer will, at its sole expense, defend, indemnify, and hold harmless Oplign and its affiliates, successors and assigns (collectively, the "Oplign Indemnified Parties”) from and against any and all damages, losses, costs and expenses (including any reasonable attorney's fees and expenses), which the Oplign Indemnified Parties pay to third parties in connection with any claim, suit, action, or proceeding brought against a Oplign Indemnified Party to the extent arising out of (a) any Users’ use of or inability to use the Services, (b) any hiring or employment-related claims arising from or in connection with your use of the Services or any Third Party Services or (c) an allegation that the Customer Data, Customer Content or other content, data or information supplied by Customer, or the use thereof in accordance with this Agreement, infringes the copyright, patent right, or trademark right, or misappropriates the trade secrets, of a third party.

11.3 Indemnification regarding Customer Data.

Customer will, at its sole expense, defend, indemnify, and hold harmless the Oplign Indemnified Parties from and against any and all damages, losses, costs and expenses arising from any third party subpoena, discovery request or compulsory legal order or process that seeks or requires Oplign to produce Customer Data and/or other Customer-related information or data, including, without limitation, prompt payment to Oplign of all costs reasonably incurred by Oplign as a result including, but not limited to, attorney fees, court costs, and Oplign’s staff time in responding to such third party subpoena or compulsory legal order or process at Oplign’s then applicable hourly rates.

11.4 Notice of Indemnification.

In case of any claim that is subject to indemnification under this Agreement, the party that is indemnified ("Indemnitee”) shall provide the indemnifying party ("Indemnitor”) reasonably prompt notice of the relevant claim. Indemnitor shall defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification under the Agreement. Each party shall cooperate in good faith with the other to facilitate the defense of any such claim and shall tender the defense and settlement of any action or proceeding covered by this Section to the Indemnitor upon request. Claims may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault or liability.

12. General.

This Agreement (including these Terms of Use and your Service Activation Agreement, if you have one) is governed by the internal substantive laws of the Commonwealth of Virginia, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Eastern District of Virginia. Any dispute arising under this Agreement shall be resolved exclusively by arbitration in Washington D.C., under the commercial rules of the American Arbitration Association before a single arbitrator. The parties will share the arbitration fees equally. Any award will be enforceable in any court of competent jurisdiction and will not be inconsistent with the terms of this Agreement. Nothing herein shall prevent a party’s application to a court of law for injunctive relief to prevent irreparable harm. The sole relationship between you and Oplign is that of independent contractors. Oplign shall not be liable for any delay or failure to perform due to causes beyond its reasonable control. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. All provisions of this Agreement shall survive termination except those granting access or use to the Services. You may not assign or transfer your obligations under this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.