Last Updates: September 13, 2023

Terms and Conditions of Use

This is a legal agreement (the "Agreement" or “Terms” or “Terms of Use”) between you, the candidate, the individual, company or organization (each, a "User or "you") and Eight Eleven Group setting forth the terms of use relating to the services and websites (as defined below) of Eight Eleven Group and all of our divisions and family of companies, including Brooksource, Medasource and CalculatedHire (collectively, “Eight Eleven Group”, "we," “us” or "our"). By accessing or using any of our services (collectively the "Services") through any of our websites, including www.eightelevengroup.com, www.brooksource.com, www.medasource.com and www.calculatedhire.com (the "Websites") or otherwise in any transaction with us, you are agreeing to be bound by, and are becoming a party to, this Agreement. If you do not agree to the terms of this Agreement, do not use our Websites or utilize any of our Services. Your use of our Websites means that you agree to the terms and conditions of this Agreement. We may at our sole and absolute discretion change, add, modify, or delete portions of this Agreement at any time without notice. It is your sole responsibility to review this Agreement for changes prior to use of the Websites or use of our Services.

General

These terms and conditions apply to ALL communications and/or transactions made on or through our Websites. This Agreement is intended to be governed by the Electronic Signatures in Global and National Commerce Act. You manifest your agreement to the terms and conditions in this document by any act demonstrating your assent thereto, including clicking any button containing the words "I agree" or similar syntax, or by merely accessing the Websites, whether you have read these terms or not. It is suggested that you print this form for your personal records.

Our Privacy Policy, which is incorporated into these Terms of Use by reference and further describes the collection and use of your information on the Websites, is available at brooksource.com/privacy-policy.

Your Representations

These Terms of Use govern your conduct associated with using the Websites, including but not limited to submitting any content to us via our Websites. To the extent that any conflict between our Privacy Policy and these Terms of Use exists, these Terms of Use shall control with respect to such conduct and consent.

By using the Websites, including using any of our Services and/or submitting any content to us, you represent and warrant that:

• You are at least 18 years of age and that you will not permit a person under 18 to use our Services offered on our Websites.
• The information provided by you is up-to-date, materially accurate and sufficient for us to provide our Services in a timely and efficient manner.
• You are responsible for maintaining and promptly updating your account information with us and keeping such information (and any passwords given to you for the purposes of accessing the Websites and/or utilizing our Services) secure against unauthorized access.
• YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR THE INFORMATION, SERVICE FEEDBACK OR ANY OTHER CONTENT OR MATERIAL THAT YOU SUBMIT, UPLOAD, POST OR OTHERWISE MAKE AVAILABLE ON OUR WEBSITES (“USER SUBMITTED CONTENT”).

“Solely responsible” means that you, and not us, are responsible for the legality, reliability, appropriateness and intellectual property ownership of any User Submitted Content. We are a platform and are not responsible for any User Submitted Content you post or encounter on our Websites as a User. You grant us a non-exclusive, perpetual, sub-licensable, royalty-free, worldwide license to copy, adapt, publish, translate or otherwise use any of the User Submitted Content that you post on our Websites, for any purpose, including commercial use, which includes the right to translate, display, reproduce, modify, create derivative works, sublicense, distribute and assign these rights, without compensation to you. You further grant, subject to the Privacy Policy, us the right to use all User Submitted Content without notice, compensation or acknowledgment to you, for any purpose whatsoever, including but not limited to, developing, manufacturing, marketing, modifying or improving our Services.

• You shall not submit any User Submitted Content (i) that infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy of any third party; (ii) that violates any law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, applicable product regulations, unfair competition, anti-discrimination or false advertising); (iii) that is, or may reasonably be considered to be, defamatory, libelous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation; (iv) for which you were compensated or granted any consideration by any third party; (v) that includes any information that references other websites, addresses, email addresses, contact information or phone numbers. You understand that such content is submitted on a non-proprietary and non-confidential basis and shall not be subject to any obligation of confidence on the part of us, our agents, subsidiaries, affiliates, partners or third-party service providers and their respective directors, officers and employees and successors and assigns. You understand that we reserve the right, in our sole discretion to (a) refuse, delete, modify, adapt, delete, or edit in any way any User Submitted Content and (b) terminate your ability to post on the Websites, with or without cause, without notice, for any reason or no reason or for any action that we consider disruptive, inappropriate or harmful to the Websites or other Users. Eight Eleven Group does not guarantee that you will have any ability to edit or delete any content you have submitted. None of the above requires us to monitor or police the User Submitted Content or its Websites.
• All “moral rights” that you may have in User Submitted Content have been voluntarily waived by you.

You agree not to use our Websites by knowingly introducing any viruses, worms or other potentially damaging computer program or files and materials that are malicious or technologically harmful. You further agree not to circumvent or modify any website software or security technology.

You agree not to use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Websites.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT EIGHT ELEVEN GROUP IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, EQUITY OR OTHER LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, YOUR ACCESS TO OR USE OF THE SERVICES OR WEBSITES AND/OR ANY CONTENT CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, ANY CONTENT PROVIDED BY OUTSIDE CONTRIBUTORS, FOR ANY LOST PROFITS, DIMINUTION OF VALUE, LOSS OF USE OR OTHER ECONOMIC ADVANTAGE OR LOSS OF DATA, WHETHER SUCH DAMAGE IS FORESEEABLE OR NOT AND WHETHER OR NOT EIGHT ELEVEN CAPITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. FOR AVOIDANCE OF DOUBT, DAMAGES ARISING UNDER THE SECTION ENTITLED “INDEMNIFICATION” (INCLUDING, BUT NOT LIMITED TO, DAMAGES TO WHICH A PARTY IS ENTITLED TO INDEMNIFICATION UNDER SUCH SECTION THAT SUCH PARTY SUFFERS IN CONNECTION WITH THIRD-PARTY CLAIMS FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARE DEEMED TO BE DIRECT DAMAGES OF THE INDEMNIFIED PARTY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING IT. YOU AGREE THAT, WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL EIGHT ELEVEN CAPITAL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION — WHETHER IN CONTRACT OR EQUITY — EXCEED ONE HUNDRED ($100.00) DOLLARS IN THE AGGREGATE.

YOU ASSUME COMPLETE RESPONSIBILITY FOR YOUR USE OF THE WEBSITES.

The commencement of any action or proceeding on any claim regarding the Services must be brought by you within one (1) year from when the claim arose. The foregoing limitation shall not apply to actions brought against you for indemnification.

The Websites are also provided “as is”; we do not make any promises of any kind, including about the Websites’ accuracy, adequacy, usefulness, reliability or otherwise. We do not guarantee that the Websites will be free of virus or anything else harmful to your computer, mobile phone, tablet, console, or other technology (“Device”) or that the user experience will be uninterrupted or error-free. You are solely responsible for any damage to your Device.

Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless us, our officers, directors, shareholders, employees, independent contractors, telecommunication providers, and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal and accounting fees, from and against all claims, losses, liabilities, expenses, damages (actual or consequential) of any kind and nature, known and unknown and costs including without limitation attorneys’ fees, arising from or relating in any way from, directly, indirectly (i) your access to the Websites, (ii) your misuse of the Websites, (iii) your conduct on the Websites or with other Users, (iii) your submission of User Submitted Content, (iv) your violation of any third party rights, including without limitation, any intellectual property rights, confidentiality, property, publicity or privacy right, (v) your violation of any laws, rules, regulations, codes, statutes, ordinances or (vi) or your breach of any of these terms and conditions of this Agreement. We shall promptly notify you by electronic mail of any such claim or suit, and cooperate fully (at your expense) in the defense of such claim or suit. If we do not hear from you promptly, we reserve the right to defend such claim or suit and seek full recompense from you.

Notices

Any notice or other communications to us arising in relation to this Agreement shall be given by sending an e-mail to support@eightelevengroup.com. In the case of sending notices to you, we will use the email address you provided to us when you ordered your Product. Such notices or communications (where properly addressed) shall be considered received on the earliest of (i) the email being acknowledged by the recipient as received; (ii) receipt by the sender of an automated message indicating successful delivery or the email having been opened; or (iii) the expiry of forty-eight (48) hours after transmission, provided that the sender has not received notification of unsuccessful transmission.

Termination

We reserve the right to terminate your access to or use of our Websites and/or your use of our Services at any time, for any reason, and without advance notice. If we do so, it is important to understand that you do not have a contractual or legal right to continue to use our Services.

You may terminate your account with us, at any time, at your sole discretion by emailing your name and email address to support@eightelevengroup.com.

Intellectual Property Rights

Our Websites, and all content appearing therein, are the sole and exclusive property of us or our licensors. No license or ownership rights in or to any content of the Websites are conveyed to you by reason of this Agreement or your use of our Services. The Websites and their content are protected under the laws of copyright and trademark. Unless otherwise permitted by law, you may not copy, republish or transmit any portion of the Websites without our prior written consent. If you breach these Terms of Use, your right to use the Websites will cease immediately and you must, at our option, return or destroy any copies of the material you have made.

If you believe that your content or work is the subject of copyright infringement and/or trademark infringement and appears on our Websites, please email support@eightelevengroup.com with the information required under the Digital Millennium Copyright Act, 17 U.S.C. §512 ("DMCA"):

• An email with the subject line “Copyright Infringement Notice”;
• All of your contact information (full name, telephone number, email and mailing address);
• A description of the copyrighted or trademarked work that you think has been infringed; if there are multiple works, provide a representative list of such works;
• A description of where on the Websites the content that you claim is being infringed is located;
• Information reasonably sufficient for us to contact you as the complaining party;
• A statement of your 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 under penalty of perjury that the information in your notice is accurate and that you are the copyright owner (or that you are authorized to act on behalf of copyright owner); and
• Your physical or electronic signature of yourself or the person authorized to act on your behalf (your full name counts as an electronic signature).

Password

We may assign you or you may create a password and account identification to enable you to access and use certain portions of our Websites. Each time you use a password or identification, you will be deemed to be authorized to access and use the Websites in a manner consistent with the terms and conditions of this Agreement, and we have no obligation to investigate the authorization or source of any such access or use of the Websites. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE WEBSITES BY ANYONE USING THE PASSWORD AND IDENTIFICATION ORIGINALLY ASSIGNED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THE WEBSITES IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE. You are solely responsible for protecting the security and confidentiality of the password and identification assigned to you. You shall immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our Websites’ security.

Links

Our Websites may contain links to other sites on the internet that are owned and operated by third parties. This does not mean that we endorse, monitor or have any control over these third parties or their activities, which are subject to separate terms of use and privacy policies. You acknowledge that we are not responsible for the operation of or content located on or through any such site and should carefully review any third party websites’ terms of use and privacy policies.

Miscellaneous

Assignment. This Agreement and the rights and liabilities of the parties hereto inure to the benefit of their respective successors and assigns. We may assign this Agreement to any successor entity. User may not assign without the our written permission.

Severability. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of this Agreement, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of these Terms and Conditions will continue in full force and effect.

Attorneys’ Fees. In the event any party shall commence any claims, actions, formal legal action, or arbitration to interpret and/or enforce the terms and conditions of this Agreement, or relating in any way to this Agreement, including without limitation asserted breaches of representations and warranties, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorney’s fees and costs incurred in connection therewith, including attorneys’ fees incurred on appeal.

No Waiver. No waiver of or by us shall be deemed a waiver of any subsequent default of the same provision of this Agreement.

Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.

Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to your access and use of the Websites and your use of the Services, and supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matters.

Modifications. We reserve the right to change any of the provisions posted herein and you agree to review these terms and conditions each time you visit the Websites. Your continued use of the Websites following the posting of any changes to these terms and conditions constitutes your acceptance of such changes. We do not and will not assume any obligation to provide you with notice of any change to this document and you acknowledge and agree to same. Unless accepted by us in writing, you may not amend these terms and conditions in any way. You can tell when the Terms of Use were last modified by checking the “last updated” date that appears at the top.

Disputes and Governing Law

Use of our Websites and these Terms of Use shall be governed by the laws of the State of Indiana of the United States of America, without regard to its conflict of law provisions. In the event that any portion of these Terms of Use are deemed unenforceable, unlawful or void by a tribunal of competent jurisdiction, in any jurisdiction for any reason, unless narrowed by construction, such portion of these Terms of Use shall, for purposes of such jurisdiction only, be construed as if such invalid, prohibited or unenforceable portion had been more narrowly constructed so as not to be invalid, prohibited or unenforceable (or if such provision cannot be drawn narrowly enough, the tribunal making any such determination shall have the power to modify such portion of these Terms of Use to the extent necessary to make such portion of these Terms of Use enforceable in such jurisdiction, and such portion shall then be applicable in such modified form in such jurisdiction). If, notwithstanding the foregoing, any such portion of these Terms of Use would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such portion, as to such jurisdiction only, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions set forth in these Terms of Use. No narrowed construction, modification or invalidation of any portion of the Terms of Use shall affect the construction, validity or enforceability of such portion in any other jurisdiction. No waiver by Eight Eleven Group of any term or condition of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or of any other term or condition, and our failure to assert any right or demand compliance with any provision of these Terms of Use shall not be deemed to constitute a waiver of any such right or provision.

Except where prohibited by law, as a condition of you clicking acceptance of these Terms of Use and/or accessing and/or using our Websites, you agree that (1) any and all disputes and causes of action arising out of or connected with our Websites, including but not limited to use of the Services, shall be resolved individually, without resort to any form of class action, and exclusively by final and binding arbitration in Indiana within one year from the date that the cause of action arose (or, if multiple cause of actions are involved, from the date that the first cause of action arose), with such arbitration conducted pursuant to the then prevailing rules of the American Arbitration Association; and (2) judgment upon such arbitration award may be entered in any court having jurisdiction. Unless prohibited by law, no arbitration brought pursuant hereto shall be joined to any other action or arbitration.

The rules governing arbitration are different than those in court. Arbitration does not involve a judge or jury and review is limited, but an arbitrator can award the same damages as a court. Except as may otherwise be provided in AAA’s Consumer Due Process Protocol that allows consumers to file certain claims in small claims court, you understand that by accepting these Terms and Conditions, you are giving up your right to a trial in court, either with or without a jury.

Unless prohibited by law, under no circumstances will you be permitted to obtain an award for, and by accessing and/or using the Websites you waive all rights to claim, punitive, incidental, consequential or any other indirect damages (including multiplied and/or increased damages and/or attorneys' fees and court costs) for, any dispute or cause of action that you may have that relates in whole or part to the Websites, and/or the content therein.

By accepting these Terms and Conditions, you have agreed to waive your right to recover any damages relating to your use of the Websites. If such waiver is deemed unenforceable, you, nonetheless, and notwithstanding anything to the contrary set forth in these Terms of Use or otherwise, you agree that your recovery with respect to any and all claims, judgments, and awards for which you are entitled shall, unless prohibited by law, be limited to your actual out-of-pocket costs incurred, excluding attorneys’ fees and court costs.

Notwithstanding anything to the contrary set forth in these Terms of Use, we may at any time seek injunctive or other appropriate relief against you and/or against others, in any state or federal court in the state of Indiana and/or in any other court chosen by Eight Eleven Group, in the event that we believe that there is a violation, or a threatened violation, that has jurisdiction of any of our intellectual property rights and, in such case, you hereby consent to the exclusive jurisdiction and venue of such court.

Entire Agreement

These Terms of Use, our Privacy Policy and any supplemental policies constitute the sole and entire agreement between you and Eight Eleven Group regarding the Websites and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding our Websites.

All feedback, comments, requests for technical support and other communications relating to our Websites should be directed to: support@eightelevengroup.com.