Last Updated: June 20, 2017
IMPORTANT – PLEASE READ THIS MASTER SERVICES AGREEMENT (the “AGREEMENT”) CAREFULLY AS IT CONTAINS THE LEGAL TERMS AND CONDITIONS THAT CLIENT (THE ENTITY FOR WHICH THE SERVICES WILL BE USED) AGREES TO WHEN CLIENT PURCHASES SERVICES (THE “SERVICES”) OFFERED BY RECRUITICS, LLC (“RECRUITICS”). BY CLICKING ON THE “SIGN IN” BUTTON, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE, ON BEHALF OF CLIENT, TO BE BOUND BY THESE TERMS, AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS, ON BEHALF OF CLIENT, AND TO BIND CLIENT TO THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO THESE TERMS, OR IF YOU DO NOT HAVE SUCH AUTHORITY, PLEASE DO NOT SIGN IN AND THEREBY DECLINE TO USE THE RECRUITICS SERVICES. THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS OR USE THE SERVICES (“EFFECTIVE DATE”).
We may amend the terms of the Agreement by posting an updated version here. If we make any changes to this Agreement, we will change the “Last Updated” date above. You are responsible for reviewing this Agreement for changes. By continuing to use the Services following such amendment, you agree to any updates or amendments to this Agreement.
Recruitics offers a free and paid version of the Services and each includes a web-based dashboard that enables Clients to measure the ROI of all of a Client’s performance media recruitment campaigns. We provide cost, job views, applies by source at the job level, and analysis reporting.
2.1 Registration. To use the Services, Client will need to register an account (“Account”) at http://www.recruitics.com (our “Website”) and provide certain information as prompted (the “Account Data”) during the account creation process. Client agrees to provide accurate information and to update the information as necessary to keep it accurate, including but not limited to any credit card or other payment information. Client agrees to notify Recruitics immediately of any unauthorized use of Client’s Account. If someone accesses the Services under the Client’s Account, we will rely on that and assume that it is really an authorized Client representative who is accessing the Services.
2.2 Term. This Agreement will commence on the date on which you accept it (the Effective Date, as described in the preamble above) and will continue for one (1) year, unless earlier terminated in accordance with Section 5. The Agreement will then automatically renew for successive one (1)-year terms, unless either party provides written notice of its desire not to renew at least thirty (30) days prior to the expiration of the then-current term (the initial term, together with any renewal terms, collectively, the “Term”).
2.3 The Free Services. The Recruitics Analytics Application is offered at no charge. Recruitics may modify the Services offered with a free plan at any time in its sole discretion or even discontinue them entirely.
2.4 The Paid Services. The Recruitics Analytics Pro Application Services are offered for an annual Term, with monthly billing schedule and fees that will be agreed upon with a separate Statement of Work (SOW). Recruitics may modify the paid Services offered and/or any Fees in its sole discretion or even discontinue them entirely with 30 days notice to client by posting the updated terms and Fees here. Client is solely responsible for checking this Agreement periodically for any updates. Client is responsible for paying Fees in a timely manner; failure to do so may result in termination or suspension of the Services. There will be no refunds or credits of Fees for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account.
3.2 Additional Data. Client can elect to provide Recruitics with additional data via an application programming interface (API) in addition to data collected via the Tools to providing reporting to Client.
3.3 Ownership. The Tools, software, proprietary methods and systems used to provide the Services, any data collected via the Tools and received via API, and the materials, information and content made available or displayed by us on the Website or through the Services, including all text, graphics, trademarks images and the look and feel are (collectively, all of the foregoing, “Recruitics Materials”): (i) copyrighted by us, our licensors and/or other licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Except for the limited licenses provided herein, Recruitics reserves all right, title and interest in all of the Recruitics Materials. Client hereby assigns to Recruitics any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Client related to the Website. You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Recruitics Materials; (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Recruitics Materials, except as expressly permitted by the law in effect in the jurisdiction in which you are located; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Recruitics Materials; (iv) remove any proprietary notices or labels on the Recruitics Materials; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Recruitics Materials. Any data generated by the Services for the Client will be considered Recruitics Material’s and the Confidential Information of Recruitics. Notwithstanding the foregoing, Recruitics may create anonymous, non-identifiable, sanitized, and/or aggregated data records from personal information collected via the Services by removing information (such as the name of an applicant) that makes the data personally identifiable. We may use this anonymous data to analyze request and usage patterns so that we improve our Website or our Services. We reserve the right to use anonymous data for any purpose and disclose or sell anonymous data to third parties in our sole discretion.
3.4 License Grant. Recruitics hereby grants to the Client a non-exclusive, non-transferable right to permit the Client to use the Tools and Services during the term of this agreement solely for the Client's internal business operations.
3.5 Client Restrictions. Client shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Service (as applicable) in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or access all or any part of the Services in order to build a product or service which competes with the Services; or use the Services to provide services to third parties; or subject to the Assignment clause below, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorized Users, or attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause; and the Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify the Supplier. The rights provided under this Section 3.5 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
3.6 Prohibited Activities. Client further agrees that it shall not access, store, distribute or transmit any viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or causes damage or injury to any person or property. Recruitics reserves the right, without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.
3.7 Enforcement of Rights. Recruitics reserves the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Application and Services, including terminating your access, changing your password, or requesting additional information to authorize activities related to your Account. Client will immediately notify Recruitics of any real or suspected unauthorized use of its Account. Client agrees that Client will not, and will not permit any other user using its Account to access, use, copy or distribute any portion of the Services except as expressly allowed or in a manner that exceeds or violates any limitations set forth in this Agreement or any applicable exhibit, schedule or addendum.
4.1 Each party will promptly notify the other of any unauthorized access to an Account or use of Account Data including but not limited to any account passwords. The parties will use reasonable efforts to take remedial measures to address any such unauthorized access.
4.2 Pursuant to the terms of Sections 8 & 9 below, Recruitics will not be liable for any damages (direct, incidental or consequential of any kind) incurred by Client arising out of or related to use of the Service, including without limitation in connection with any unauthorized access to or disclosure of Account Data, resulting from the actions of Client, any third party, or from the failure of electronic or other security measures.
4.3 Recruitics has no obligation to monitor the Service. Recruitics has the right to monitor the Service and to disclose any information arising out of it, including without limitation Account Data, as necessary to satisfy any law, regulation, or demand of government or of internal auditors or to protect Recruitics or its customers. Recruitics may remove or refuse to post any materials that it finds, at its sole discretion, to be offensive, undesirable, in violation of this Agreement, or otherwise unacceptable. However, Recruitics has no obligation to remove any such materials.
4.4 Client will not use the Services to transmit or store any data that may be considered obscene or pornographic, that contains defamatory material, or that violates federal, state, or local law.
4.5 Client will not disclose any account passwords to any third party not authorized to use the Services.
4.7 Client acknowledges that Recruitics is a participant in the EU and Swiss Privacy Shield programs administered by the U.S. Department of Commerce and that all Data processed by Recruitics pursuant to the provision of the Services is stored on servers located in the United States. To the extent that the provision of the Services involves any transfers of Data that includes personal data that is subject to data transfer restrictions or requirements under Directive 95/46/EC or any successor legislation: (i) Client shall use and disclose the information only for the purposes permitted by the Agreement; and (ii) Client will provide at least the same level of protection for the information as is available under the EU-U.S. and Swiss-U.S. Privacy Shield frameworks. If Client determines that it can no longer provide this level of protection: (i) Client will promptly notify Recruitics of this determination; (ii) Recruitics shall have the right to terminate the Agreement without penalty upon notice to Client; and (iii) Client will cease processing the information or take other reasonable and appropriate steps to remediate the situation. Client authorizes Recruitics to provide this Section 4 of the Agreement to the Department of Commerce upon its request (as required under the Accountability for Onward Transfer Principle of the Privacy Shield).
5.1 Termination. Either party may terminate this Agreement in the event the other party materially breaches the terms of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice of default.
5.2 Suspension. Recruitics reserves the right, in its reasonable discretion, to immediately suspend any component of the Services (including access to the Website) to prevent harm to Recruitics or its business.
5.3 Effect of Termination. Upon termination of this Agreement, Client will pay all outstanding Fees, return Recruitics Materials, and Recruitics will terminate the Services and delete all passwords and other Account Data within a reasonable time unless retention of such information is required under applicable law.
6.1 Ownership. “Confidential Information” means all written or oral information, disclosed by either party to the other, related to the business or operations of either party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential, including but not limited to trade secrets, cost and pricing information, and computer programs. The parties acknowledge that during the performance of this Agreement, each party will have access to certain of the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will remain the sole property of the disclosing party or such third party.
6.2 Mutual Obligations. Each party agrees as follows: (i) to use Confidential Information disclosed by the other party only for the purposes described herein; (ii) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party unless specifically permitted herein; (iii) that neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (iv) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement.
6.3 Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of this Section will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party (if legally permissible) and made a reasonable effort to obtain a protective order; or (y) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
7.1 By Recruitics. Recruitics represents and warrants that: (i) Recruitics has the full right, power and authority to enter into this Agreement; and (ii) Recruitics will provide its Services in accordance with all applicable laws.
7.3 Disclaimer. RECRUITICS MAKES NO WARRANTIES REGARDING THE SERVICES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED SOLELY ON AN “AS IS” BASIS. EACH PARTY DOES NOT MAKE, AND DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THESE TERMS OR THE SERVICES.
8.1 Recruitics Warranty: Recruitics shall comply with all applicable federal, state and local laws, rules or regulations. Except as may be expressly set forth in this Agreement, Recruitics makes no representations or warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, or fitness for a particular purpose, and any warranties arising from a course of dealing, usage or trade practice, concerning its products or Services. Recruitics makes no guarantee that the Website, Application or Services will be available at all times, but it will use reasonable efforts to make the Website, Application and Services available and will work with you to provide access to opportunities in an alternative manner if the Website, Application or Services is down for an extended period of time. Recruitics reserves the right to modify or suspend access to all or part of the Website, Application or Services at any time.
8.2 Client Warranties. Client represents and warrants to Recruitics that: (i) the information given by Client may be relied upon by Recruitics; and (ii) is true, complete and correct in all respects; and (iii) Client’s business, execution of this Agreement including all content transmitted on its behalf by Recruitics will comply in all respects with all applicable laws and regulations, including without limitation those concerning securities, investments, insurance, patent, copyright, labor, equal opportunity and anti-discrimination, unfair trade practices, trade secrets and privacy.
9.1 NOTHING IN THIS SECTION SHALL LIMIT OR EXCLUDE LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR DEATH OR PERSONAL INJURY CAUSED BY EITHER PARTY’S NEGLIGENCE.
9.2 Disclaimer. EXCEPT WITH RESPECT TO EACH PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON THE SITE (INCLUDING THE APPLICATIONS) OR SERVICES; OR B) ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL OR PERSONAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
9.3 Limitations. SUBJECT TO THE PROVISIONS OF SECTION 8.1 AND EXCEPT WITH RESPECT TO ANY ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 10, A VIOLATION OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 6 OR A VIOLATION OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT RECEIVED BY SUCH PARTY DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING SUCH CLAIM. NOTWITHSTANDING THE FOREGOING, BOTH PARTIES ACKNOWLEDGE THE FOLLOWING: A) ANY COSTS RECEIVED BY RECRUITICS FOR PAID MEDIA ARE SEPARATE FROM ANY COSTS RECEIVED FOR THE SERVICES AS DEFINED HEREIN AND ARE THERFORE EXCLUDED WHEN CALCULATING THE MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT, AND; B) Recruitics set prices and fees and entered into this Agreement in reliance upon the limitations of warranty and liability contained in this Agreement, and that the same form an essential basis of the bargain between Recruitics and Client.
10.1 General Indemnification. Each party shall defend, indemnify and hold harmless the other party, its affiliates and its respective officers, directors, shareholders, employees, insurers, agents, successors, assigns and representatives from and against any and all third-party claims, costs, losses, liabilities, expenses (including, without limitation, reasonable attorneys’ fees and disbursements), judgments, damages, demands, lawsuits or similar actions or proceedings (each, a “Claim”) based on the indemnifying party’s breach of its representations and warranties in this Agreement.
10.2 By Client. Client agrees to indemnify, defend, and hold harmless Recruitics from and against any and all Claims arising from or relating to: (i) any Property, including any content or data on or in a Property, or any end users’ access to or use of a Property; or (ii) the data collected via the Tools, to the extent used as contemplated in this Agreement;
10.3 Indemnification Procedures. The indemnifying party’s indemnification obligations hereunder shall be subject to: (i) receiving prompt written notice of the existence of any Claim from the indemnified party; (ii) being given the sole right, at its option, to control the defense of such Claim, provided that any settlement that admits liability or imposes any financial obligation on the indemnified party shall be subject to the prior written approval of the indemnified party; (iii) permitting the indemnified party to participate in the defense of any Claim at its own expense; and (iv) receiving cooperation of the indemnified party in the defense thereof.
11.1 Force Majeure. Neither party shall be liable for any non-performance or loss resulting from causes out of its reasonable control, such as delays or interruptions due to electronic or mechanical equipment, telephone problems, and internet problems, defects due to storms, acts of government, strikes, labor or materials shortage or acts or omissions of suppliers.
11.2 Assignment. This Agreement may not be assigned by either party without prior written consent of the other party; however, either Party may unilaterally assign its rights and obligations hereunder to a successor entity that acquires at least 50% of the outstanding stock or assets of the acquired party.
11.3 Waiver. The waiver by either party of any terms, conditions, rights, duties or breaches of this Agreement shall not be continuing or constitute a waiver of any other term, condition, right, duty or breach.
11.4 Integration. This Agreement contains the complete and entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. This Agreement may not be modified except by written agreement signed by both parties.
11.5 Severability. If any provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall, nevertheless, remain in full force and effect. If any provision of this Agreement shall be held invalid or unenforceable with respect to particular circumstances, the remainder of this Agreement shall, nevertheless, remain in full force and effect in all other circumstances.
11.6 Issue Resolution. Each Party agrees that before instituting litigation against the other Party, any and all claims, disputes, or controversies arising under, out of, or in connection with this Agreement or the breach thereof, (“dispute”) shall first be submitted to the Chief Executive Officer (“CEO”) or Chief Operating Executive (“COO”) of each party (or their designee). Each Party shall submit its position regarding dispute to the other Party and the respective executives shall work in good faith to amicably resolve the dispute within thirty (30) days after the Parties exchange their positions. In the event that the dispute is not resolved within thirty (30) days, the Parties may seek the intervention of the Courts in accordance with the terms of this Agreement.
11.7 Governing Law / Jurisdiction / Venue / Attorney’s Fees. The laws of the State of New York shall govern the validity and interpretation of any term(s) or provision(s) of this Agreement or of the rights and duties of the parties without regard to New York principles of conflict of law. Each of the parties agrees to submit to the jurisdiction of the courts of the State of New York with respect to any action arising out of this Agreement. Venue for all actions arising out of this Agreement shall be in the state or federal Courts in New York County, New York. In any and all actions at law or equity arising out of this Agreement, the prevailing party shall be entitled to reasonable and necessary attorneys' fees and costs in addition to any other relief to which it may be entitled.
11.8 Notice. Any notice required or permitted to be given under this Agreement shall be delivered by hand, deposited with an overnight courier, sent by email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party as listed, for Client, in Client’s Account or for Recruitics, as listed on the Website or at such other address as may hereafter be furnished in writing by either party to the other party. Such notice will be deemed to have been given as of the date it is delivered, mailed, emailed, faxed or sent, whichever is earlier.
11.9 Relationship of Parties. Client’s status under this Agreement is solely that of an independent contractor, and Client shall be solely responsible for any and all self-employment or other tax obligations to which Client may be subject. Except as otherwise provided herein, Client shall not be entitled to participate in any plans, arrangements or distributions by Recruitics pertaining to, or in connection with, any medical, pension, bonus, profit-sharing or similar benefit plans offered by Recruitics to its employees.
11.11 Publicity. Recruitics may publicly refer to Client, including on Recruitics’ Website and in sales presentations, as a Recruitics customer and may use Client’s logo for such purposes. Similarly, Client may publicly refer to itself as a customer of Recruitics. Each party hereby grants the other a limited, worldwide license to use the other’s logo in conformance with such party’s trademark usage guidelines and solely for the purposes of fulfilling its obligations hereunder and as set forth in this Section.
11.12 Survival. The terms and conditions which by their nature are intended to survive termination of this Agreement shall survive, including Sections 3, 4, 6, 7, 8, 9, 10 and 11. This Agreement contains the entire understanding of the parties on the subject matter hereof.
ATTN: Business Affairs
187 Danbury Road, Floor 2
Wilton, CT 06897