1. Client agrees to pay JobTarget, within thirty (30) days from receiving JobTarget's invoice, all monies due to JobTarget. Client is responsible to pay all "pass through" costs associated with purchases that JobTarget makes on Client's behalf, as well as any fees JobTarget imposes for services. All of these fees shall be presented to Client and pre-approved by Client before being incurred. JobTarget reserves the right to require prepayment of any such amounts before committing to make such purchases on Client's behalf. Client understands that Job Target may receive fees from such job boards or recruitment advertising providers in the ordinary course of business and that Client has no rights to such fees. If Client fails to pay the invoice by due date, without limiting JobTarget's rights under these terms or any Media Services Order ("Order"), Client agrees to pay a 1.5% per month interest on all outstanding balances until such balances are paid in full, and Client shall reimburse JobTarget for all costs of collection, including without limitation reasonable attorney's fees. JobTarget reserves the right to change its fees for any product or service with respect to any renewal term, provided that JobTarget provides notice of such change at least sixty-five (65) days prior to the end of the initial term or any renewal term.
2. Client agrees that it is solely responsible for the content of any recruitment media and shall indemnify and hold JobTarget harmless from and against any third party claims arising from such content. Client acknowledges and agrees that any specific order for recruitment media cannot be canceled or modified after submission to JobTarget. JobTarget shall use commercially reasonable efforts to seek cancellation or modification from the applicable job board or recruitment advertising provider, but makes no representation or warranty as to its ability to do so. JobTarget does not monitor the performance of any recruitment media and is not responsible for any failure of such performance. JobTarget does not represent or warrant that the recruitment media products purchased by JobTarget on Client's behalf, or Client's use thereof, will enable Client to achieve any particular result or outcome. JobTarget will not be liable for any incidental, indirect, consequential, or special damages of any kind, including, without limitation, lost revenues and/or lost profits arising from the recruitment media products purchased by JobTarget on Client's behalf or Client's use thereof. In the event that any of the foregoing limitations and disclaimers are ineffective, Client agrees that JobTarget's maximum liability to Client under any Order is limited to $125.
3. Unless terminated earlier as provided below, the initial term of any Order shall be one (1) year, commencing on the effective date of such order. After the initial term expires, each such Order shall automatically renew for additional one (1) year terms on the same terms and conditions, unless terminated as provided below. The parties agree that any such Order may be terminated upon any one of the following conditions: (i) By either party upon the material breach of any of these Terms or the terms of any Order by the other party which material breach is not cured within thirty (30) days (ten (10) days for payment default) after delivery of written notice thereof specifying the breach to the breaching party; (ii) By either party immediately upon giving notice, if the other party ceases doing business for a period of thirty (30) days or more (for purposes of this paragraph, the reorganization of party and/or the acquisition and/or merger of the party with another entity is not "ceasing to do business"); (iii) The other party makes a general assignment of a substantial portion of its assets for the benefit of its creditors; (iv) 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-twenty (120) days after the institution thereof or (v) At the end of any term, provided that one party provides written notice to the other party at least 60 days prior to the end of the term.
4. These Terms and each Order shall be construed and enforced in accordance with the internal 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 and/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 these Terms or any Order. JobTarget will not be liable for any delay or failure in the performance of any Order, 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, any cause or causes beyond JobTarget's control. The parties hereto are independent contractors. Nothing herein shall create the relationship of employer and employee, partnership, principal and agent (except as set forth in any Order with respect to JobTarget's exclusive agency), or joint venture. The invalidity or unenforceability of any particular provision of these Terms or any Order shall not affect the other provisions hereof or thereof, and these Terms and each such Order shall be construed in all respects as if such invalid and unenforceable provisions were omitted. All notices permitted or required to be given under any Order shall be in writing and sent by: email (with confirmation of receipt); facsimile (with confirmation of receipt); certified mail, return receipt requested; recognized overnight courier service or hand delivery, to the address set forth in such Order, or to such other address(es) as the parties may designate from time to time by notice given in accordance with this sentence.