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This Agreement consists of: (1) the Service Order completed by Client, (2) any applicable Product Term Sheet for the products and/or services purchased by Client (“Product Term Sheets”) located at https://www.jobtarget.com/employer-agreements, (3) these General Terms and Conditions, (4) JobTarget’s Terms of Use located at https://www.jobtarget.com/terms-of-use , and (5) JobTarget’s Privacy Policy located at https://www.jobtarget.com/privacy-policy, as they may be amended from time to time. Each document is incorporated by reference as if set forth in full herein. In the event of a conflict between any of the above documents, the document referenced first above will control; in other words, the Service Order will control in the event of a conflict between the Service Order and the Product Term Sheets, and the Product Term Sheets will control in the event of a conflict between the Product Term Sheets and these General Terms and Conditions.
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof. This Agreement prevails over any of Client’s general terms and conditions, regardless of whether or when Client has submitted a request for proposal, order, or other terms. Provision of services to Client does not constitute acceptance of any of Client’s terms or conditions and does not serve to modify or amend this Agreement.
JobTarget shall provide the products and services to Client as described in the Service Order in accordance with the terms of the applicable Product Term Sheet, these General Terms and Conditions, the Terms of Use and Privacy Policy (the “Services”).
Except as otherwise specifically set forth in any Service Order or Product Term Sheet for a particular product or service, Client shall pay JobTarget within thirty (30) days of receipt of an invoice. All payments are to be made in U.S. Dollars unless the parties have agreed in writing to payment in a different currency. If Client fails to pay the invoice by the due date, Client agrees to pay 1.5% per month interest on all outstanding balances, in addition to the amounts owed. JobTarget may also suspend provision of the Services until payment is made in full. Prices on products and services are exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, occupation, use and similar taxes. There shall be no refunds, except as provided herein. Client shall reimburse JobTarget for all costs of collection, including without limitation reasonable attorneys’ fees. JobTarget reserves the right to change its fees for any product or services with respect to any renewal term, provided that JobTarget provides written notice to Client of such change at least forty-five (45) days prior to the start of any renewal term.
Except as otherwise specifically set forth in any Service Order or Product Term Sheet with respect to a particular product or service: (1) the initial term of this Agreement is one year, beginning on the date the Service Order is signed by Client and (2) this Agreement will automatically renew for subsequent one (1) year terms, unless either party provides written notice of its intention not to renew not less than thirty (30) days before the end of the initial term or any renewal term. Either party may terminate this Agreement in the event the other party is in breach of this Agreement and such breach continues for thirty (30) days after receipt of notice thereof is received by the breaching party. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party (1) ceases doing business for a period of thirty (30) days or more (for purposes of this paragraph, the reorganization of a party and/or the acquisition and/or merger of the party with another entity is not ceasing to do business); (2) the other party makes a general assignment of a substantial portion of its assets for the benefit of its creditors, or (3) a bona fide bankruptcy, liquidation, receivership or similar proceeding is instituted by or against the other party and such proceeding is not dismissed within one hundred days after the institution thereof. Without limiting any rights under the “Payments” paragraph of this Agreement, if Client fails to pay any amount under this Agreement when due, JobTarget may terminate this Agreement. In the event of any termination, the terminating party shall have all rights available to it at law and equity.
JobTarget may change these General Terms and Conditions, the Product Term Sheets, Terms of Use or Privacy Policy. JobTarget will provide notice of such change. If such change is not acceptable, Client may terminate this Agreement within thirty (30) days of notification of such change with no further liability to JobTarget. In the event of such termination, if Client has prepaid any amounts for Services that were not provided or performed as of the date of Client’s request to terminate, then JobTarget shall refund any such amounts. Client’s continued use of the Services after notice of such change shall be deemed acceptance of the modified Agreement. This Agreement may otherwise only be modified by a writing signed by both parties. If JobTarget discontinues a Service in whole during the term of a Service Order for such Service, then JobTarget will provide Client with an alternative or replacement product or service. If a similar alternative or replacement product or service is not available, and Client has prepaid any amounts for such discontinued Service, then JobTarget shall refund any prepaid amounts for products or services not provided or performed as of the date of discontinuance.
All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all technology, software, documents, work product, and other materials, including but not limited to all associated upgrades and customizations that are delivered to Client under this Agreement or prepared by or on behalf of JobTarget in the course of providing Services, except for Client owned content or materials, is owned by JobTarget. The parties agree that this Agreement is not a transfer or sale of Intellectual Property Rights. JobTarget retains ownership of all content, code, data and other tangible or intangible materials created as a result of this Agreement. JobTarget grants Client a non-exclusive, non-sublicensable, revocable, non-transferable, limited license to access and use the Services in accordance with this Agreement. This license allows Client to use the Services, but it does not allow Client to reproduce, duplicate, copy, modify sell or otherwise exploit any portion of the Services. Client grants JobTarget a limited, non-exclusive, fully paid-up, royalty-free worldwide license to use Client’s trademarks, service marks, logos, job postings and any other content provided by Client for the sole purpose of providing the Services and performing JobTarget’s obligations under this Agreement.
Without limiting the Terms of Use, in the event the Services do not meet the requirements of JobTarget’s published specifications, JobTarget’s sole obligation, and Client’s sole remedy, shall be for JobTarget to use commercially reasonable efforts to replace such products and/or re-perform such services in accordance with such published specifications.
JobTarget is not responsible for possible formatting or data transcribing errors in content. Every job board displays content differently and JobTarget cannot be held responsible for variance in the display of a Client’s job posting or formatting of such job postings. JobTarget cannot guarantee and specifically disclaims responsibility for the accuracy, timeliness, performance and/or technical competence of any third-party partners or third-party job sites. JobTarget does not guarantee the performance or success of the Services or that the Services will enable Client to achieve any particular outcome or result.
EXCEPT AS SET FORTH IN THE FOREGOING, THE SERVICES ARE PROVIDED “AS IS” AND JOBTARGET MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE OR NON-INFRINGEMENT. THIS LIMITED WARRANTY SHALL NOT APPLY TO ANY CLAIMS ARISING FROM CLIENT’S USE OF THE PRODUCTS OR SERVICES OUTSIDE OF THE PARAMETERS OF JOBTARGET’S PUBLISHED SPECIFICATIONS AND/OR CLIENT’S USE OF THE PRODUCTS OR SERVICES IN COMBINATION WITH OTHER PRODUCTS OR SERVICES NOT APPROVED IN WRITING BY JOBTARGET.
JOBTARGET, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OFA ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FROM LOSS OF USE, DATA OR PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE, EVEN IF JOBTARGET SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS, COST OR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE JOBTARGET PRODUCTS AND/OR SERVICES, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE. IN NO EVENT WILL JOBTARGET’S TOTAL LIABILITY (INDIVIDUALLY AND IN THE AGGREGATE) FOR ANY DIRECT DAMAGES EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO JOBTARGET UNDER THIS AGREEMENT FOR THAT SPECIFIC WORK DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
Client represents and warrants that its content, job postings, job descriptions or information provided to JobTarget (“Content”) complies with all applicable laws and regulations and that its Content does not violate applicable laws, including Title VII of the Civil Rights Act, the Equal Employment Opportunity Commission’s (“EEOC”) regulations, and local, state, federal or other laws prohibiting discrimination of applicants and/or requiring pay transparency. Client acknowledges that it is responsible for all decisions regarding the Content. Client further represents and warrants that its Content will not violate the rights of any third parties, including, but not limited to, infringement of any copyright, trademark or other proprietary right, false advertising, or defamation.
Each party shall indemnify and hold the other party harmless from and against any third-party claims for bodily injury or property damage relating to the Services to the extent arising from the gross negligence or willful misconduct of the indemnifying party. Client shall indemnify, defend and hold harmless JobTarget, its parents, subsidiaries, affiliates, officers, directors, employees, representatives, agents, successors and assigns from and against any and all claims, actions, or losses whether to Client or to third parties relating to (i) Client’s Content, job postings, or information provided to JobTarget; (ii) Client’s violation of any law or regulation; (iii) Client’s actions as an employer; (iv) Client’s violation of any third party agreement or right, including without limitation any copyright, property or privacy right; or (v) Client’s use of JobTarget’s Services or a third party’s products or services purchased through JobTarget.
Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the State of Connecticut, without regard to its conflict of law principles. The rights and obligations of the parties hereto shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. The federal or state courts of Connecticut shall have exclusive personal and subject matter jurisdiction over, and the parties each hereby submit to the venue of such courts with respect to, any dispute arising pursuant to this order, and all objections to such jurisdiction and venue are hereby waived. Client consents to service of process permitted under Connecticut law or by certified mail, return receipt requested.
Force Majeure
JobTarget will not be liable for any delay or failure in the performance of this Agreement, or for any damages suffered by Client by reason of such delay or failure, if such delay or failure is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, strikes, labor difficulties, shortage of labor or materials, governmental restrictions or any other cause or causes beyond JobTarget’s control.
Relationship of the Parties
The parties hereto are independent contractors. Nothing herein shall create the relationship of employer and employee, partnership, principal and agent, or joint venture.
Severability
The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid and unenforceable provisions were omitted. In addition, JobTarget’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or otherwise affect JobTarget’s ability to enforce such term at any point in the future.
Notices
All notices permitted or required to be given hereunder shall be in writing and sent by: email (with confirmation of receipt); certified mail, return receipt requested; recognized overnight courier service or hand delivery to the address on the front of the Service Order or to such other address(es) as the parties may designate from time to time by notice given in accordance with this paragraph.
English Language Controls
In the event of any conflict or discrepancy between any translated version of this Agreement, including but not limited to the Product Term Sheets, the Terms of Use, and the Privacy Policy, and the English language version, the English language version controls. Notices, designations, determinations, and specifications made under this Agreement shall be in the English language.