THIS AGREEMENT ("Agreement") is made and entered into as of today (“Effective Date”), between Recruitics LLC with offices located at 437 Fifth Ave. Floor 5 New York, NY 10016 (“Recruitics”) and the subscriber (“Client”).

Recruitics LLC (“Recruitics” and variously “we”, “us” and “our”) and the subscriber (“Client” and variously “you” and “your”) set forth on the Order Form submitted by the subscriber (“Order Form”) enter into this Subscription Agreement, including all Order Forms and exhibits incorporated herein by reference between the parties (“Agreement”) for the Subscription (as defined in Terms and Conditions below).

Defined Terms: This Agreement governs:

(a) the Recruitics products and services, as further set forth on the Order Form, including all Updates thereto and associated documentation and third-party software embedded therein (collectively, the “Application”);

(b) the set-up, implementation, and training services related to the Application as specified on the Order Form, along with all maintenance and support of the Application and any other professional services (each a “Professional Service”) provided by or on behalf of Recruitics to Subscriber and its Users;

(c) information, documents, files, data, text, graphics, software, music, sounds, images, video, messages, tags, literature, materials, and other content, (collectively, “Data”) accessed, uploaded, posted, emailed, transmitted, or otherwise provided through or associated with the Application and/or Professional Services, whether publicly posted, privately transmitted, or orally communicated.

(d) the hosting and provision of the Application to Subscriber and its Users which Subscriber and its Users may access through any various mediums or devices now known or developed at a later date (the “Information Services”). As used herein, “Program” means, collectively, the Application, Recruitics Data; “Services” means the Professional Services and Information Services; and “Subscription” means the Program and Services.

Assignment: During the term of this Agreement, Recruitics will provide all of the products and services as described within the Order Form. Should Client desire additional assistance with the management of its advertising, Recruitics shall provide an additional Order Form to Client, which will identify the scope of the project, terms and conditions and delivery timeline.

Fees: Client shall provide Recruitics with any and all fees as outlined in the Order Form, paid in accordance with the payment terms outlined in the Order Form.

User Subscriptions: Recruitics hereby grants to the Client a non-exclusive, non-transferable right to permit the Client to use the Products and Services during the term of this agreement solely for the Client's internal business operations.

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 Documentation (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 and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or use the Services and/or Documentation 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 and/or Documentation available to any third party except the Authorized Users, or attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, 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/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Supplier. The rights provided under this User Subscriptions clause are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.

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.

Usage of Data: Recruitics will have access to certain data provided to it or available through Client during its performance of the Services. Client recognizes and agrees that Recruitics may store, host, use, reproduce, modify, create derivative works, sell and distribute such data for its own purposes, during the term of this Agreement and thereafter. Recruitics may use the data, for example, to improve and optimize the Services for Client and others. Recruitics may also, by itself or with third parties, use the data for other business purposes. Client agrees that Recruitics may use the data as provided in this Agreement, and shall not restrict Recruitics’ use of such data. Client also agrees that Recruitics shall retain intellectual property rights which it creates or derives concerning such data, and also agrees that Recruitics will retain any compensation or other proceeds which Recruitics derives from usage of the data.


Privacy: Recruitics will collect, use, and share your information in accordance with its privacy policy located at http://recruitics.com/privacy-policy.html (our “Privacy Policy”) which is incorporated into this Agreement by reference. Your acceptance of these terms and conditions means that you have read and agree with the terms of the Privacy Policy.

 

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 Privacy Section of the Agreement to the Department of Commerce upon its request (as required under the Accountability for Onward Transfer Principle of the Privacy Shield).

Non-Solicitation: The parties agree not to solicit or attempt to solicit the services or business of (i) any employee of the other party, or (ii) any former employee who was employed by the other party within one (1) year of their employment, without the prior written consent of such other party.

Warranties: Recruitics Warranty: Recruitics warrants that it shall perform the Services and provide the Products with the highest degree of skill and care required by customarily accepted good and sound professional practices and procedures. 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.

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 and 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.

Limitation of Liability: In no event shall Recruitics be liable to Client under this Agreement for any incidental, special, indirect, consequential or punitive damages, including loss of data, loss of service, loss of profits or loss of goodwill, whether arising in contract, tort, strict liability or otherwise, even if Client has been advised of the possibility of such damages. In no event shall Recruitics be liable to Client for more than the amount of monies received by Recruitics for the particular product or service from which the claim arose. This limit of liability shall not be exceeded, notwithstanding the number of such claims and demands. Furthermore, this limitation of liability shall be effective notwithstanding that the Client’s available remedies may fail of their essential purpose. 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.

Indemnities: Each party (“Indemnifying Party”) hereby agrees to defend, indemnify and hold the other party (“Indemnified Party”), as well as their respective affiliates, directors, officers, employees, contractors, agents and representatives, harmless from and against any and all liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses), arising from any claim or action brought against the Indemnified Party in connection with any acts or omissions of the Indemnifying Party, or any person or entity represented by the Indemnifying Party. The foregoing indemnity shall apply to all claims against the Indemnifying Party, including, but not limited to: (i) claims for personal injuries (including death) by any person made or threatened by, in the name, or on behalf of, the indemnified party’s employees, including claims for personal injuries arising in the course of their employment; (ii) loss of and/or damage to any and all property; (iii) violations or alleged violations of applicable federal, state or local laws; and (iv) breach of any representation or warranty by the indemnified party, its agents, subcontractors/assignees and anyone directly or indirectly employed by any of them in connection with this Agreement.


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.

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.

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.

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.

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.

Notice: All notice given hereunder shall be in writing and shall be considered effective when sent by First Class Mail, postage repaid, to the other party at the following addresses: CFO Recruitics, LLC 437 Fifth Ave. Floor 5 New York, NY 10016 and the Client address specified in the Order Form.

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.

Governing Law / Jurisdiction / Venue / Attorneys 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.

Term and Termination: The term of this Agreement shall commence on the Effective Date. After the initial term, this Agreement will convert to an annual Agreement that will automatically renew each year unless notice is given to the contrary 30 days prior to the renewal date. In the event that either party breaches the terms of this Agreement or in any other way violates this Agreement; the breaching/violating party shall have thirty (30) days to remedy the breach. If such breach has not been remedied by thirty days, the other party may, at its option, terminate this agreement without further obligation.