THE TERMS AND CONDITIONS SET FORTH HEREIN (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND LADDERS, INC. (“LADDERS”, “WE” OR “US”). THE TERMS APPLY TO YOUR ACCESS AND USE OF (i) THE WEBSITE LOCATED AT WWW.THELADDERS.COM (OR ANY SUCCESSOR LINKS) AS WELL AS ALL ASSOCIATED SITES LINKED TO WWW.THELADDERS.COM BY LADDERS, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”), (ii) ALL SOFTWARE AND SERVICES ASSOCIATED WITH OR PROVIDED OR OFFERED FOR SALE THROUGH THE SITE (COLLECTIVELY, THE “SERVICES”), AND (iii) ALL INFORMATION, CONTENT, AND OTHER MATERIALS PROVIDED THROUGH THE SITE THAT ARE THE COPYRIGHTED OR TRADEMARKED WORK OF LADDERS OR LADDERS’ THIRD PARTY LICENSORS, SUPPLIERS, AND OTHER USERS OF THE SITE (COLLECTIVELY, THE “MATERIALS”). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” INCLUDE THE SERVICES AND MATERIALS AVAILABLE THROUGH THE SITE. BY USING THIS SITE OR THE SERVICES, YOU ARE AGREEING TO ALL OF THESE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITE, ANY OF THE SERVICES, OR ANY MATERIALS CONTAINED WITHIN THE SITE. IF YOU ARE USING THE SITE FOR YOUR COMPANY’S USE, YOU REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE WHO HAS THE AUTHORITY TO LEGALLY BIND YOUR COMPANY TO THESE TERMS.

BY AGREEING TO THESE TERMS, YOU AND LADDERS AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES WITH LADDERS, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED BELOW.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Services, and, if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict. 

The words “you,” “your,” “user” or “member,” whether or not capitalized, as used herein, refer to all individuals and/or entities accessing or using the Site or any Services, for any reason.

1. Changes.

Ladders may, from time to time, make changes to the content and features of the Site and any Services at any time, including changing, updating, or adding or removing provisions of these Terms. The “Last Updated” legend above indicates when these Terms were last changed. If we make a material modification to these Terms, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms.  Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes.  If you do not agree with any of the updated Terms, you must stop using the Site and the Services, and cancel your Membership (see “Memberships” section below for information on how to cancel your Membership).

2. Eligibility.

Users must be at least the age of majority in the jurisdiction in which you reside in order to use the Site and the Services. By using the Site or the Services, you represent, acknowledge and agree that you are at least the age of majority in the jurisdiction where you reside and have the right, authority and capacity to agree to and abide by these Terms.

You also represent that you will use the Site and Services in a manner consistent with any and all applicable laws and regulations.

Not all Materials and Services are available in all geographic areas. Your eligibility for particular Materials and Services is subject to final determination by Ladders and/or its affiliates.

Ladders may terminate these Terms and your use of the Site and Services without notice if we, in our sole discretion, believe that you are not at least the age of majority in the jurisdiction where you reside, or have otherwise violated the Terms.

3. General Use.

Ladders provides  Materials through the Site that may include logos, graphics, video, images, and software. Except as explicitly stated in these Terms, all rights in and to the Materials and intellectual property rights in the Materials are reserved by us or our licensors. Subject to the terms and conditions of these Terms, and your compliance with these Terms, Ladders hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use the Site and the Services solely for personal or internal business purposes. Except for the foregoing license, you have no other rights in the Site, the Services or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site, the Services or the Materials in any manner.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

4. Using the Site and Services.

You may be able to view portions of the Site without registering with Ladders as a registered user. However, in order to access certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site you must register at the Site for an account and receive a password, and must also choose a membership level (see “Memberships” section below for more information). You can register with us at the Site. Once you have registered, your username and password can be used at the Site. Please note that the Services available to you may also vary depending upon your Membership level.

5. Password-Restricted Areas of Site and Use of the Services.

If you desire to register for an account with Ladders, you must submit certain information, including your name and email address, target location, target job title, target salary, current salary and information about your most recent job. You will also have the ability to provide additional optional information, such as more detailed job and education history, areas of expertise and other information. Once you have submitted your account registration information, Ladders shall have the right to approve or reject the requested registration, in our sole discretion.

Ladders may also provide you with the ability to register for an account on the Site using your existing account and log-in credentials through Third-Party Sites (as defined below), which may change from time to time.

You are responsible for maintaining the confidentiality of your Ladders password and any Third Party Site password (collectively, “Password”), and you are responsible for all activities that occur using your Password. You agree not to share your Password, let others access or use your Password or do anything else that might jeopardize the security of your Password. You agree to notify Ladders if your Password is lost or stolen, if you are aware of any unauthorized use of your Password on the Site, or if you know of any other breach of security in relation to the Site.

All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date; and you are solely responsible for ensuring that all such information remains at all times accurate, complete and up to date. You may change, correct or remove certain information from your account by logging into your account at the Site and making the desired changes to your account information.

We reserve the right to reject, require that you change, or reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames.

6. Memberships.

By registering for an account with Ladders, you become a “Member” with access to certain password-restricted areas of the Site and certain Services and Materials offered on and through the Site (a “Membership”). Each Membership, and the rights and privileges provided to a Member, is personal and non-transferable. All sales and payments of Membership fees will be in US Dollars.

We offer different Membership options, including standard and “Premium” Memberships. Features, products, and services may vary depending on your selected Membership type. Ladders reserves the right to change prices for Memberships (but not the price in effect for your then-current Membership term) at any time, upon notice, and does not provide price protection or refunds in the event of promotions or price decreases. Ladders may offer promotional, discount, or other limited term offers. Such offers are subject to these Terms and may be subject to additional terms disclosed at the time of the offer. In the event of a conflict between these Terms and the terms of such an offer, the offer-specific terms govern with respect to such offers.

We will charge you for your first Membership fee on the date that we process your order for your Membership (or if you sign-up for a Membership that includes a free-trial period, we will charge you for your first Membership fee upon the expiration date of the applicable free-trial period). Once you are charged the first Membership fee (or if you sign-up for a Membership that includes a free-trial period, once we have processed your order for your Membership), you will receive a confirmation e-mail notifying you of your ability to access those Membership-only portions of, and Materials on, the Site.

IF YOU SIGN UP FOR A MEMBERSHIP THAT INCLUDES A FREE-TRIAL PERIOD OR A DISCOUNTED MEMBERSHIP, UNLESS YOU HAVE CANCELLED YOUR MEMBERSHIP PRIOR TO THE EXPIRATION OF THE FREE-TRIAL PERIOD OR DISCOUNTED MEMBERSHIP TERM, LADDERS WILL AUTOMATICALLY CHARGE YOU THE REGULAR MEMBERSHIP FEE UPON THE EXPIRATION OF THE FREE-TRIAL OR DISCOUNT MEMBERSHIP PERIOD. FREE-TRIAL MEMBERSHIPS WILL BE CHARGED AT THE REGULAR PRICE IN EFFECT ON THE DATE YOU SIGNED UP TO THE FREE-TRIAL. DISCOUNTED MEMBERSHIPS WILL BE CHARGED AT THE REGULAR PRICE IN EFFECT ON THE DATE OF RENEWAL.

AUTOMATIC RENEWAL TERMS: To facilitate continuity of service to you, each free-trial Membership that becomes a paid Membership, and each paid Membership (such as a Premium Membership), contains automatic renewal terms. You agree that you will be charged the fee you agreed to (depending on your particular Membership agreement, fees subject to change) for the length of time you agreed to, and that your Membership will automatically renew until you cancel. You may cancel at any time up to 48 hours before your renewal date by emailing [email protected], calling 866-800-4640, or through your Account Settings page. Subject to the “Cancellations and Refunds” section below, a cancellation will be effective on the next renewal date of your Membership following your notice of cancellation and you will not be refunded for any Membership fees charged prior to the effective date of cancellation.  You authorize Ladders to charge your payment method when enrolling in your paid Membership, when your free-trial Membership becomes a paid Membership (if applicable), and upon each renewal. You also confirm that you have read and agree to our Terms of Use and read and acknowledge our Privacy Policy. In the event that Ladders is unable to charge your account as authorized by you when you enrolled in your recurring Membership, Ladders may in its discretion (i) bill you for your Membership and suspend your access to the Services until payment is received, or (ii) seek to update your account information through third-party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.

You will be liable for paying any and all applicable sales and use taxes for the purchase of your Membership based on the mailing address that you provide when you register as a Member, and you authorize Ladders to charge you for any such applicable taxes.

Ladders reserves the right to modify pricing at any time (but not the price in effect for your then-current Membership term) by posting updated pricing through the Services and, if required by law or at our discretion, notifying you of the change through other means. If you have not cancelled your Membership or turned off the auto-renew function within the specified time after receiving notice of a price change, your Membership will auto-renew at the price indicated in your notice.

7. Cancellations and Refunds.

General: You may cancel your Membership at any time up to 48 hours before your renewal date by emailing [email protected], calling 866-800-4640, or through your account settings page at https://www.theladders.com/member/account. Except as provided below, your cancellation will be effective on the next renewal date of your Membership. Except as provided below, you will not be refunded for any Membership fees charged prior to the effective date of cancellation. You will not be eligible for a pro-rated refund of any portion of the Membership fees paid for any unused days of the then-current Membership term. If you cancel your Membership, you will enjoy your Membership benefits until the expiration of the then-current Membership term for which you have paid, and your Membership benefits will expire at the end of the then-current Membership term.

3-Day Refund Period: Subject to the conditions of this section, you may cancel your Membership without any penalty or obligation if notice of cancellation is given (following the procedure in this paragraph) within 3 business days from the date of sign-up. To cancel and receive a refund within the 3-Day Refund Period, contact customer service by email at [email protected] or by phone at 866-800-4640, specifically requesting a 3-Day Refund. Your cancellation will be effective immediately, and a refund will be issued within 10 business days. You are not entitled to a refund under this paragraph (i) for any renewal of your Membership, (ii) if your Membership included a free trial, or (iii) if you used our Apply4Me service at any time during your Membership; any refund requests under such circumstances will be considered at our discretion.

7-Day Cancellation Period: Subject to the conditions of this section, for Memberships with a duration longer than one month, you may cancel your Membership and replace it with a shortened term of 1-month that does not automatically renew, if notice of cancellation is given (following the procedure in this paragraph) within 7 business days from the date of sign-up. You will be entitled to a refund, if any, of any portion of the Membership fees charged on the date of purchase, less the then-current standard 1-month Premium membership rate ($49.97 as of the last update of these Terms). You will be entitled to continue enjoying your Membership benefits for the remaining duration of 1 month from the original date of purchase, and any refund due to you will be issued within 10 business days. To cancel under the 7-Day Cancellation period, contact customer service by email at [email protected] or by phone at 866-800-4640, specifically requesting a 7-Day Cancellation. You are not entitled to a refund or to shorten the term of your Membership under this paragraph (i) for any renewal of your Membership, or (ii) if your Membership included a free trial; any refund requests under such circumstances will be considered at our discretion.

8. Purchases.

Some of the Materials and Services may only be available upon payment of fees. You may only order Materials or Services if you are domiciled in the United States or Canada. You agree to pay all fees corresponding to your order. In connection with such order, you may be asked to supply certain relevant information, such as your payment method information, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT METHOD THAT YOU SUBMIT IN CONNECTION WITH AN ORDER. By submitting such information, you grant to us the right to store such information until you delete it, and to provide such information to third parties for purposes of facilitating the transaction. Verification of information may be required prior to the acknowledgment or completion of any such transaction.

If you do not pay on time or if Ladders cannot charge your payment method for any reason, Ladders reserves the right to either suspend or terminate your access to the Site and account and terminate these Terms. You are expressly agreeing that Ladders is permitted to bill you for the Materials and Services you order, applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site, including any additional Materials and Services, and the fees will be billed to your payment method designated on your account. If you cancel your account at any time, you will not receive any refund, unless otherwise required by applicable law, or as specified above for the refund of Memberships within certain time frames. If you have a balance due on any account, you agree that Ladders may charge such unpaid fees to your payment method or otherwise bill you for such unpaid fees. All fees paid to Ladders are non-refundable, subject to applicable laws.

If you buy Materials or Services from us, you may have a right to cancel an order if we do not comply with the applicable consumer protection legislation.

9. Apply4Me.

Apply4Me is a Service offered on the Site that is available only to users with Premium Memberships. If you use the Apply4Me feature on the Site to apply to a job, you will be asked to answer a series of questions about your qualifications and background. By providing this information, you authorize Ladders to use your answers to these questions, your resume and cover letter uploaded by you, as applicable, and other information that you may have provided to apply to the jobs that you authorize and direct us to apply for on your behalf. You are responsible for keeping all information that you provide to us accurate, complete and up to date. You can change the information at any time by logging into your account. Ladders accepts no responsibility for your use of the Apply4Me feature, including job applications submitted on your behalf and the information we provide to an employer when applying for a job as authorized and directed by you. You are solely responsible for reading and complying with any terms and conditions, privacy policies or other guides or requirements made available or posted by any prospective employer for which we have submitted a job application on your behalf.  You are solely responsible for confirming with the employer’s human resources the accuracy or inaccuracy of all information provided by Ladders on your behalf and contacting the employer to make any necessary corrections or additions. You also represent that you possess the necessary authorizations (e.g., work visas) to be employed by the company(ies) you direct us to apply to on your behalf using the Apply4Me service. You must review, in detail, the application submitted on your behalf. 

We are not liable for any job application submitted in connection with the Apply4Me feature, and any dispute arising out of or related to any such job application will be solely between the job applicant and the employer or recruiter.

10. Electronic Communications.

By using the Site and/or the Services, you consent to receiving electronic communications from Ladders. These electronic communications may include information about Ladders’ Services and features of the Site, notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services. These electronic communications are part of your relationship with Ladders. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

11. Privacy Policy.

Please review Ladders Privacy Policy, which is available at https://www.theladders.com/corporate/privacy (the “Privacy Policy”) and which explains how we treat the personal information that we collect about you through the Site. You agree that we may treat your personal information in accordance with our Privacy Policy.

12. Links to Third Party Sites.

The Site may be linked to or may link to third party websites and applications that are not operated by Ladders, including, without limitation, social networking, blogging and similar websites through which you may be able to connect to the Site, and other sites that provide question-and-answer forum functionality or allow you to submit job applications or other information (collectively, “Third Party Sites”).  Certain areas of the Site may allow you to interact and/or conduct transactions with such Third Party Sites, and, if applicable, allow you to configure your privacy settings in your Third Party Site account to permit your activities on the Site to be shared with your contacts in your Third Party Site account and, in certain situations, you may be transferred to a Third Party Site through a link but it may appear that you are still on our Site. In any case, you acknowledge and agree that the Third Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices (together, “Third Party Policies”) than Ladders, and you further acknowledge and agree that your use of such Third Party Sites is governed by the respective Third Party Policies. You hereby agree to comply with any and all Third Party Policies. Ladders provides links to the Third Party Sites to you as a convenience. Ladders does not verify, make any representations or take responsibility for such Third Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third Party Sites. YOU AGREE THAT LADDERS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS OR INFORMATION YOU DIRECT US TO SHARE WITH THIRD PARTIES, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third party entity or individual does not constitute or imply Ladders’ endorsement or recommendation.

13. Third Party Content.

Third-party code may be utilized in connection with the Services that may be subject to open-source licenses (“Open-Source Software”). The Open-Source Software is licensed to us under the terms of the license that accompanies such Open-Source Software and may be licensed to you under the terms of the same license or through other terms. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open-Source Software.

Additionally, certain information, services and other content that are not User Content (defined below) may be provided by third party licensors and suppliers to Ladders (“Third Party Content”). The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your personal computer solely for your personal use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. LADDERS DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LADDERS DOES NOT CONTROL OR ENDORSE ANY THIRD PARTY CONTENT, AND YOUR ACCESS TO AND USE OF SUCH THIRD PARTY CONTENT IS AT YOUR OWN RISK.

14. User Content.

You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site and/or the Services (“User Content”). Depending on your account settings, when you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) may be visible to others. If you choose to make any of your information publicly available through the Services, you do so at your own risk.

You may not upload, post or otherwise make available on the Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any third-party rights, or cause injury to any person or entity. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from your User Content. You have full responsibility for your User Content, including its legality, reliability and appropriateness. You may not create, post, store, or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
• Would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability, or violate any local, state, national, or international law;
• May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks, or claims that do not reflect your honest views and experiences;
• Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising, or solicitations;
• Contains any private or personal information of a third party without such third party’s consent;
• Contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or
• In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Ladders or others to any harm or liability of any type.

Unless otherwise explicitly stated herein or in the Privacy Policy, you agree that any User Content submitted, uploaded, posted or otherwise made available by you in connection with your use of the Site and/or Services is provided on a non-proprietary and non-confidential basis. Except for the license you grant below, as between you and Ladders, you retain all rights in and to your User Content, excluding any portion of the Services or Materials included in your User Content. You hereby grant to Ladders a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare compilations and derivative works of, publish, transmit and distribute your User Content, or any portion thereof, and to publish, transmit, distribute and sell compilations and derivative works of your User Content, in any form, medium or distribution method now known or hereafter existing, known or developed, without compensation to you. Your User Content may be automatically scanned by Ladders in order to enhance your experience with our Site and Services and deliver targeted information. Such scanning is explicitly included in the foregoing license to your User Content. Ladders may modify or adapt your User Content in order to transmit, display or distribute them over computer networks and in various media and/or make changes to your User Content as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any User Content posted by you to or through the Site. When you provide User Content you agree that such User Content shall not be in violation of the “Unauthorized Activities” paragraph below. Although Ladders has no obligation to monitor, screen, edit or remove any User Content or other information submitted by you or any other user, we may:

• Delete or remove User Content or refuse to post any User Content at any time and for any reason without notice;
• Take any action with respect to your User Content that is necessary or appropriate, in Ladders’ sole discretion, to ensure compliance with applicable law and these Terms, or to protect Ladders’ rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and
• As permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.

Enforcement of this Section 14 is solely at Ladders’ discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 14 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted. Unauthorized Activities.

You will not use our Site or Services if you are not eligible to use our Services in accordance with Section 2 and you will not use our Services or the Materials other than for their intended purpose. When using the Site and/or the Services, you agree not to:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Use racially, ethnically, or otherwise offensive language.
• Discuss or incite illegal activity.
• Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
• Post anything that exploits children or minors or that depicts cruelty to animals.
• Post any copyrighted or trademarked materials without the express permission from the owner.
• Use any false or inaccurate information for purposes of registering as a user of the Site.
• Use or attempt to use another users’ account or information without authorization from that user and Ladders.
• Delete or revise any material or other information of any other user or the Site, or otherwise alter the opinions or comments posted by others on the Site.
• Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
• Use any robot, spider, scraper or other automated means to access the Site.
• Use the Site the Services or the Materials for any commercial or pecuniary purpose.
• Use the Site in any manner that is harmful to others.
• Attempt to modify, adapt, translate, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site, the Services, or the Materials.
• Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Site or Services.
• Remove any copyright, trademark or other proprietary rights notice from the Site or materials originating from the Site.
• Frame or mirror any part of the Site without Ladders’ prior written consent.
• Create a database, data store, or any other means of data retrieval by systematically downloading, storing or making available by any means any Site content.
• Develop or use any applications or software that interact with our Services without our prior written consent. 
• Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
• Link to any online portion of the Services in a manner that damages or exploits, in our sole discretion, our reputation or suggests any form or association, approval, or endorsement by Ladders.Use the Site or Services in a manner that intentionally or unintentionally violates any applicable local, state, national or international law, or in a manner that is inappropriate, harmful or offensive or otherwise violates the rights of any person.
• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure or may otherwise harm, disrupt or overburden the Site or other users’ use of the Services.

This list of prohibitions provides examples and is not complete or exclusive. Ladders reserves the right to (a) terminate access to your account, your ability to post to the Site (or use the Services) and (b) refuse, delete or remove any User Content; with or without cause and with or without notice, for any reason or no reason, or for any action that Ladders determines, in its sole discretion, is inappropriate or disruptive to the Site or to any other user of the Site and/or Services. Ladders may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Ladders’ discretion, Ladders will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Site or on the Internet.

Unauthorized use of any Materials or Third Party Content contained on the Site may violate certain laws and regulations.

15. AI Tools.

1. We may give you the opportunity to use artificial intelligence (“AI”) features and tools through our Services (together, “AI Tools”). Our AI Tools and related Services may allow you to (a) submit, provide, or otherwise instruct Ladders to use text, images, documents, or other information (together, the “Inputs”) and (b) at your direction, generate suggestions, options, or other outputs (together, the “Outputs”). 

   Inputs and Outputs are User Content as defined in Section 14. Examples of what this means include:

   • You grant Ladders the same license to use Inputs and Outputs as you grant to other kinds of User Content; and
   • You will ensure that your Inputs (i) do not violate or infringe upon the rights of others; and (ii) do not contain personal, sensitive, or confidential information that you would not want to be shared with third-party service providers or that would violate the privacy of others.
2. You may not access, use, or allow others to access or use, the AI Tools or any Outputs in a manner that would:
   • Violate any applicable laws or regulations, these Terms, or other applicable Supplemental Terms or policies; 
   • Disable or circumvent any filters or access controls on or in the Services;
   • Infringe upon the rights of Ladders or of any third party;
   • Be harmful or offensive, or be intended to or have the effect of discriminating against individuals or groups based on legally protected characteristics or categories or exploiting or discriminating against individuals based on their age, social, physical, or mental characteristics;
   • Deceive, mislead, or impersonate others;
   • Develop, create, train, test, or improve any machine learning algorithms, AI systems (including architectures, models, and weights) or any products or services that compete with Ladders’ or its affiliate’s products or services; 
   • Provide or purport to provide legal, medical, financial, or other professional advice or for political campaigning or lobbying purposes; or 
   • Violate Ladders’, or any third-party, requirement to disclose that the Output is synthetic or artificially generated. This means, for example, that you may not remove any watermarks, markings, or other identifying information that may be included in your Outputs. 
3. Ladders may provide you with additional terms and restrictions that apply to your use of specific features and tools within the AI Tools; your use of the AI Tools is also subject to your compliance with any such additional terms and restrictions.
4. EXCEPT AS EXPRESSLY SET OUT HEREIN, THE OUTPUTS ARE PROVIDED “AS AVAILABLE” AND “AS IS” AND LADDERS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND TO YOU WITH RESPECT TO THEM. EXCEPT AS EXPRESSLY SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, LADDERS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT RELATED TO THE OUTPUTS AND TO YOUR GENERATION OR USE THEREOF. YOU ACKNOWLEDGE THAT, DUE TO THE NATURE OF THE AI TOOLS AND AI GENERALLY, LADDERS DOES NOT REPRESENT OR WARRANT TO YOU THAT THE OUTPUTS YOU GENERATE WILL MEET YOUR REQUIREMENTS OR BE ACCURATE, COMPLETE, RELIABLE, APPROPRIATE, AS EXPECTED, OR UNIQUE TO YOU. FURTHER, LADDERS DOES NOT REPRESENT OR WARRANT TO YOU THAT ANY DEFECTS OR ERRORS IN OUTPUTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT: YOU ARE RESPONSIBLE FOR REVIEWING, VERIFYING, AND DECIDING WHETHER AND HOW TO PUBLISH YOUR OUTPUTS; YOU SHOULD NOT RELY ON OUTPUTS AS A SOURCE OF TRUTH OR FACT OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE; YOU BEAR ALL CONSEQUENCES OF YOUR PUBLICATION OR USE OF OUTPUTS; AND LADDERS IS NOT LIABLE FOR ANY ACTIONS TAKEN OR NOT TAKEN IN RELIANCE ON OUTPUTS.

16. Proprietary Rights.

Trademarks, names and logos on the Site and any Materials are the property of their respective owners. Unless otherwise specified in these Terms, all information and screens appearing on the Site, including documents, services, design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Ladders. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material, including the Materials, is strictly prohibited without the express written consent of the copyright owner or authorized licensee. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.

17.  Intellectual Property Infringement.

Ladders respects the intellectual property rights of others, and we ask you to do the same. Ladders may, in appropriate circumstances and at our discretion, terminate service and/or access to the Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide Ladders’ designated agent the following information: 

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online Site are covered by a single notification, a representative list of such works at that Site, and the date and time of the commission of the claimed infringement.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit Ladders to locate the material.
• A description of your interests or rights in or to the work claimed to have been infringed.
• Information reasonably sufficient to permit Ladders to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Ladders’ agent for notice of claims of copyright or trademark infringement on the Site can be reached as follows:

Ladders, Inc.
Controller
244 Fifth Ave, Suite D100
New York, NY 10001
By telephone: (646) 453-1800
By facsimile: (914) 462-3738
E-mail: [email protected]

Please also note that for copyright infringements under Section 512(f) of the Copyright Act (US), any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

18. Submitting a DMCA Counter-Notification.

Upon receiving a notice of claimed infringement that complies with the requirements set out above, and upon payment of any fee that we may lawfully charge, we will forward the notice to the location you have provided (or, if we are unable to forward it, we will inform you of the reasons).

We also reserve the right to remove or disable access to copyright-protected material that you provided, if such removal is pursuant to a valid infringement notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to Ladders designated agent that includes all of the following information:

• Your physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Ladders may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

19. Termination of Repeat Infringers.

Ladders reserves the right, in its sole discretion, to terminate the account or access of any user of our Site and/or Service who is the subject of repeated DMCA or other infringement notifications.

20. Disclaimer of Warranties.

Your use of the Site and/or the Services is at your own risk. The Materials have not been verified or authenticated in whole or in part by Ladders, and they may include inaccuracies or typographical or other errors. Ladders does not warrant the accuracy or timeliness of the Services provided through, or Materials contained on, the Site. Ladders has no liability for any errors or omissions in the Services or Materials, whether provided by Ladders, our licensors or suppliers or other users.

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES AND THE EXCLUSION OR LIMITATION OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

LADDERS, FOR ITSELF AND ITS LICENSORS, DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE, THE SERVICES, OR ANY MATERIALS, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, ANY USER CONTENT AND ANY THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SERVICES, AND MATERIALS, AND ANY INFORMATION CONTAINED OR PRESENTED ON THE SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LADDERS DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

21. Indemnification.

You agree to indemnify and hold Ladders and our affiliates, and each of our officers, directors, employees, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Ladders or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party related to (a) your access to or use of the Materials or Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services or Materials. .

22. Limitation of Liability.

Ladders provides a venue for employers/recruiters to post jobs and search for candidates, and for candidates to post resumes and search and apply for jobs. Ladders is not a party to the actual transaction between employers/recruiters and candidates. As a result, Ladders has no control over User Content, or the quality, safety, or legality of jobs or resumes posted and makes no representations about any jobs (including availability), resumes, or other application information submitted through the Apply4Me feature. Ladders shall not be responsible for any employment decisions, for whatever reason, made by any entity in connection with jobs posted on or through the Site. You acknowledge and agree that you are solely responsible at all times for the accuracy, form and substance of any of your User Content, including any third party contact information you provide to Ladders for referral hiring. You further acknowledge and agree that you are responsible for evaluating any Materials (including but not limited to job postings) and that Ladders shall not be responsible for your career decisions.

Ladders is also not involved with or responsible for any transaction between you and a third party, including your employer or a recruiter. Any referral bonus or payment available to you through your employer’s internal company referral policy is strictly governed by the terms of such policy, if any, and any applicable employment or company agreements. Any payment to you from a third party, including but not limited to any features or functionalities available on the Site, is solely the responsibility of the applicable third-party. Ladders is not responsible for the non-payment or under-payment to you by any third-parties (including recruiters), or for the content or experience of any emails or other communications from such third-parties.

THE LIMITATION IN THIS SECTION 22 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF LADDERS OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, OR OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

LADDERS SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE OF THE SITE, SERVICES, OR MATERIALS OR YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SITE. IN NO EVENT SHALL LADDERS BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY – WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY OR OTHERWISE – FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF LADDERS KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

LADDERS’ MAXIMUM TOTAL, AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SITE AND ANY MATERIALS OR SERVICES PROVIDED THEREIN, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL IN NO EVENT EXCEED THE TOTAL AMOUNT YOU HAVE PAID TO LADDERS WITHIN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM FIRST AROSE OR IF NO AMOUNTS HAVE BEEN PAID TO LADDERS, TEN DOLLARS ($10.00).

23. Local Laws; Export Control.

Ladders controls and operates the Site from its headquarters in the United States of America, and the Materials may not be appropriate or available for use in other locations. If you use the Site outside the United States of America and Canada, you are responsible for following applicable local laws. You are further responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

24. Feedback.

If you send or transmit any communications, comments, questions, suggestions, or related materials to Ladders, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Ladders is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that Ladders is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

25. Dispute Resolution and Arbitration; Class Action Waiver.

PLEASE READ THIS SECTION (“ARBITRATION TERMS”) CAREFULLY BECAUSE IT REQUIRES YOU AND LADDERS TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND LADDERS CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND LADDERS FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND LADDERS AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. LADDERS AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. 

THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN THESE ARBITRATION TERMS, IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THESE TERMS.

Claims This Section Applies To. The dispute resolution and binding arbitration terms in these Arbitration Terms apply to all Claims between you and Ladders. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and Ladders, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to these Terms, the Materials, or the Services, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.

Informal Dispute Resolution Prior to Arbitration. If you have a Claim against Ladders or if Ladders has a Claim against you, you and Ladders will first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You and Ladders will make a good-faith effort to negotiate the resolution of any Claim for 30 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms. 

You will send any Claimant Notice to Ladders by certified mail addressed to Ladders, Inc., Attn: Legal, 244 Fifth Ave, Suite D100, New York, NY 10001 or by email to [email protected]. Ladders will send any Claimant Notice to you by certified mail or email using the contact information you have provided to Ladders. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. 

The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or Ladders cannot proceed to arbitration before the end of the Informal Resolution Period. If you or Ladders file a Claim in court or proceed to arbitration without complying with the requirements in These Arbitration Terms, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach. 

The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

Claims Subject to Binding Arbitration; Exceptions. Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or Ladders, including any disputes in which you or Ladders seek injunctive or other equitable relief for the alleged unlawful use of your or Ladders’s intellectual property or other infringement of your or Ladders’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with these Arbitration Terms will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

Binding Individual Arbitration. Subject to the terms of this section, Claims may only be settled by binding individual arbitration conducted by the American Arbitration Association (the “AAA”), https://adr.org/, according to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., (“FAA”). For Claims arbitrated by the AAA, if you are a “Consumer,” meaning that you only use the Materials and Services for personal, family, or household purposes, the then-current version of the AAA’s Consumer Arbitration Rules are the rules applicable to Claims between you and Ladders as modified by these Terms (the “Rules”). For Claims arbitrated by the AAA, if you are not a Consumer, the then-current version of the AAA’s Commercial Arbitration Rules and Mediation Procedures are the Rules applicable to Claims between you and Ladders as modified by these Terms.

These Terms affects interstate commerce, and the enforceability of these Arbitration Terms will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, these Terms, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or Ladders to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

Arbitration Procedure and Location. You or Ladders may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with AAA in accordance with the Rules.

Instructions for filing a demand for with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration to Ladders by certified mail addressed to Strategic Pharmaceutical Solutions Inc. dba Ladders, Attn: Legal Notice, 17014 NE Sandy Blvd, Portland, OR 97230 or by email to [email protected]. Ladders will send any demand for arbitration to you by certified mail or email using the contact information you have provided to Ladders. 

The arbitration will be conducted by a single arbitrator in the English language. You and Ladders both agree that the arbitrator will be bound by these Terms.

For Claims in which the claimant seeks less than USD $10,000, the arbitrator will decide the matter solely based on written submissions, without a formal hearing, unless the arbitrator decides that a formal hearing is necessary. For Claims in which the claimant seeks USD $10,000 or more, or smaller matters in which the arbitrator determines a hearing to be necessary, hearings will be conducted by video or telephone, unless the arbitrator determines an in-person hearing to be necessary. If an in-person hearing is required and you reside in the United States, the hearing will take place in New York County, New York, unless you are a Consumer and the arbitrator determines that this would pose a hardship for you, in which case the in-person hearing may be conducted in your state and county of residence. If you reside outside the United States, the site of any in-person hearing will be determined by the applicable Rules.

The arbitrator (not a judge or jury) will resolve all Claims in arbitration. Unless you and Ladders agree otherwise, any decision or award will include a written statement stating the decision of each Claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.

An arbitration award, and any judgment confirming it, apply only to that specific case; it cannot be used or offered as precedent in any other case except to enforce the award itself unless the parties agree prior to issuance of the award. Any arbitration decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial confirmation of any award and an order of enforcement.

Arbitration Fees. Each party will be responsible for arbitration fees in accordance with the applicable Rules and these Terms.

Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the defending party, including any attorney’s fees, related to a Claim if an arbitrator determines that (i) the Claim was not warranted by existing law or by a nonfrivolous argument or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending party, cause unnecessary delay, or needlessly increase the cost of dispute resolution. 

Two Years to Assert Claims. To the extent permitted by law, any Claim by you or Ladders against the other must be filed within two years after such Claim arises; otherwise, the Claim is permanently barred, which means that you or Ladders will no longer have the right to assert that Claim. 

Confidentiality. If you or Ladders submits a Claim to arbitration, you and Ladders agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Ladders agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

Mass Arbitrations. If 25 or more Claimant Notices are received by a party that raise similar claims and have the same or coordinated counsel, these will be considered “Mass Arbitrations” and will be treated as mass arbitrations according to the AAA’s Mass Arbitration Supplementary Rules, if and to the extent Mass Arbitrations are filed in arbitration as set forth in these Terms. You or Ladders may advise the other of your or Ladders’ belief that Claims are Mass Arbitrations, and disputes over whether a Claim meets the definition of “Mass Arbitrations” will be decided by the arbitration provider as an administrative matter. To the extent either party is asserting the same Claim as other persons and are represented by common or coordinated counsel, that party waives any objection that the joinder of all such persons is impracticable. The following procedures are intended to supplement the AAA’s Mass Arbitration Supplementary Rules, and to the extent the procedures conflict with those Rules, to supersede them.

Mass Arbitrations may only be filed in arbitration as permitted by the process set forth below. Applicable statutes of limitations will be tolled for Claims asserted in Mass Arbitrations from the time a compliant Claimant Notice has been received by a party until these Terms permits such Mass Arbitration to be filed in arbitration or court.

Initial Bellwether: The bellwether process set forth in this section will not proceed until counsel representing the Mass Arbitrations has advised the other party in writing (email suffices) that all or substantially all the Claimant Notices for the Mass Arbitrations have been submitted.

After that point, counsel for the parties will select 30 Mass Arbitrations to proceed in arbitration as a bellwether to allow each side to test the merits of its arguments. Each side will select 15 claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. The parties acknowledge that resolution of some Mass Arbitrations will be delayed by this bellwether process. Any remaining Mass Arbitrations shall not be filed or deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those Claims, unless and until they are selected to be filed in individual arbitration proceedings as set out in these Arbitration Terms.

A single arbitrator will preside over each Mass Arbitration chosen for a bellwether proceeding, and only one Mass Arbitration may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise.

Mediation: Once the arbitrations that are part of the bellwether process have concluded (or sooner if the claimants and the other party agree), counsel for the parties must engage in a single mediation of all remaining Mass Arbitrations, with the mediator’s fee paid for by Ladders. Counsel for the claimants and the other party must agree on a mediator within 30 days after the conclusion of the last bellwether arbitration. If counsel for the claimants and the other party cannot agree on a mediator within 30 days, the arbitration provider will appoint a mediator as an administrative matter. All parties will cooperate for the purpose of ensuring that the mediation is scheduled as quickly as practicable after the mediator is appointed.

Remaining Claims: If the mediation process concludes with 100 or more unresolved Mass Arbitrations remaining, any party to a remaining Mass Arbitration may elect to no longer have the arbitration requirement in these Arbitration Terms apply to all remaining Mass Arbitrations for which a compliant Claimant Notice was received by the other party but that were not resolved in the bellwether process or global mediation. To be effective, such an election must be communicated in writing (email suffices) to counsel for the opposing party within 30 days of mediation concluding. Mass Arbitrations released from the arbitration requirement must be resolved in accordance with Section 25.

If the mediation process concludes with fewer than 100 Mass Arbitrations remaining or if no party makes a timely election as provided for in the previous paragraph, the arbitrator will randomly select 50 Mass Arbitrations (or the total remaining amount if less than 50) to proceed in arbitration as a second batch. The arbitrator will randomly select eligible claimants who have provided compliant Claimant Notices for this purpose, and only those chosen cases may be filed with the arbitration provider. Once all arbitrations in the foregoing process are complete, the parties will repeat this process until all Mass Arbitrations have been arbitrated.

If Mass Arbitrations released from the arbitration requirement are brought in court, claimants may seek class treatment, but to the fullest extent allowed by applicable law, the classes sought may comprise only the claimants in Mass Arbitrations for which a compliant Claimant Notice was received by the other party. Any party may contest class certification at any stage of the litigation and on any available basis.

A court will have authority to enforce the bellwether and mediation processes defined in this section and may enjoin the filing of lawsuits or arbitration demands not made in compliance with it.

Opting Out of Arbitration. You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by emailing [email protected]. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with the terms in our “Choice of Law and Venue” section below.

Rejection of Future Arbitration Changes. You may reject any change we make to These Arbitration Terms (except address changes) by sending us notice of your rejection within 30 days of the change via email at [email protected]. Changes to These Arbitration Terms may only be rejected as a whole, and you may not reject only certain changes to These Arbitration Terms. If you reject changes made to These Arbitration Terms, the most recent version of These Arbitration Terms that you have not rejected will continue to apply.

Severability. If any portion of these Arbitration Terms is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of these Arbitration Terms or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to these Arbitration Terms; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of these Arbitration Terms is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of these Arbitration Terms will be enforceable.

26. Modifying and Terminating Our Services.

Ladders may discontinue, suspend or terminate your access to the Site, the Services, the Materials and/or your account, without notice or liability for any violation of these Terms or for any other use of the Site, the Services or the Materials that Ladders, at its sole discretion, deems improper. Ladders prefers to advise you if we feel you are not complying with these Terms and to recommend any corrective action. However, certain violations of these Terms, as determined by Ladders, may result in immediate termination of your access to the Site without prior notice to you. 

Ladders may also discontinue offering the Site, the Materials or any of the Services, or may modify any portion of the Site, the Materials or the Services at any time with or without notice to you. All modifications and additions to the Site, the Materials and the Services will be governed by the Terms, unless otherwise expressly stated by Ladders in writing. You also have the right to stop using our Services and Materials at any time, and you may terminate these Terms by ceasing use of our Services and Materials.  

In the event Ladders terminates the Site or Services or your access to the Services, Ladders shall refund to you on a pro-rata basis that portion of any fees you previously have paid which are attributable to a time period after such termination.

27. Choice of Law and Venue.

Subject to applicable consumer protection laws, any dispute, claim, or controversy arising from or relating to these Terms or the Site, Services or any Materials will be governed by the Federal Arbitration Act, New York state law and applicable U.S. federal law, without regard to choice of law or conflicts of law provisions. Foreign laws do not apply. The United Nations Convention on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Claims subject to arbitration as described above, or where otherwise prohibited by law, any disputes relating to these Terms or the Site, Services or any Materials will be heard in the courts located in New York County in the State of New York.

28. Language.

The Parties hereto have expressly required that this agreement and all documents and notices relating thereto be drafted in the English language. Les parties aux présentes ont expressément exigé que la présente convention et tous les autres documents ou avis qui y sont afférents soient rédigés en langue anglais.

29. General.

With the exception of the “Severability” paragraph of the Arbitration Terms above, if any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. Ladders’ failure to enforce any term of these Terms shall not be deemed a waiver of such term or otherwise affect Ladders’ ability to enforce such term at any point in the future. These Terms are the entire agreement between you and Ladders and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Ladders about the Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

30. Contact Us.

If you have any questions about these Terms or otherwise need to contact Ladders for any reason, you can reach us at [email protected].