CareerArc Terms and Conditions

These Terms and Conditions, along with the Service Order and any other terms incorporated by reference and agreed to by the Parties in writing (collectively, the "Agreement") are between CareerArc Group LLC as provider of the Services ("CareerArc") and the entity purchasing the Services under the Service Order ("Client"). This Agreement governs Client’s use of the Services and is effective on the date CareerArc and Client execute a Service Order, as provided therein (the "Effective Date"). The "Services" refers to those social recruiting services as more fully described under the Service Order. CareerArc and Client shall each be referred to as a "Party" and collectively, the "Parties".

1. SERVICES; LICENSE. CareerArc will host and/or make available the Services to Client during the Term and grants to Client, a limited, non-exclusive, revocable, non-transferable license, to access and use the Services during the Term. If Client elects to use CareerArc’s Candidate Care Services under the Service Order, then CareerArc will also host and make available these Services to Client’s declined job applicants ("End Users") for a duration period of six (6) months to enable them to prepare and search for employment opportunities.
2. PAYMENT. Client will be invoiced for, and pay, the "Service Fees" specified in the Service Order within thirty (30) days from the date of such invoice unless otherwise agreed to by the Parties in a Service Order. Service Fees are subject to change prior to the beginning of any Renewal Terms in accordance with CareerArc’s pricing then in effect at such time and the Service Order shall be deemed amended accordingly. The Service Fees are exclusive of any applicable taxes, and accordingly, Client is responsible for payment of such taxes, unless it is exempt therefrom and provides CareerArc with a copy of its tax exemption certificate/number. Unpaid Service Fees are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection (including reasonable attorneys' fees). Interest will accrue on a daily basis from the due date up to the date of actual payment and after, as well as before, judgment in the event that any such sum is contested. CareerArc may, at its absolute discretion, suspend access to the Services during any period in which payment of all or any part of the Service Fee is overdue, or in the event the Client is otherwise in breach of this Agreement. Client will not be entitled to any refund of the Service Fee attributable to the period during which access was suspended for such breach.
3. WARRANTIES; DISCLAIMERS; LIMITATIONS.
   1. Client Warranty. Client represents and warrants that: (i) it has the necessary power and authority to enter into, and perform its obligations under, this Agreement; (ii) it will cooperate and assist CareerArc with the integration of the Services to enable CareerArc to perform its obligations under this Agreement; (iii) it will use the Services in strict compliance with all applicable federal, state and local laws, rules and regulations, and the terms and conditions of this Agreement; (iv) it either owns the Client Content (as defined in Section 6) or has otherwise received the necessary licenses, permissions or consents to grant the license set forth in Section 6; and (v) it will not submit or input any Client Content that: (1) infringes the intellectual property right of any third party, (2) contains anything that is obscene, defamatory, harassing, offensive, or malicious, or (3) otherwise violates any applicable law or other right of any third party. Client agrees to defend, indemnify, and hold CareerArc harmless, from any and all claims, demands, or other liability to third parties which result from Client’s breach of this Section 3(a) or from CareerArc’s publication or distribution of any Client Content.
   2. CareerArc Warranty. CareerArc represents and warrants that it will provide the Services in accordance with the terms hereunder; provided, however, CareerArc will not be responsible for any delays, errors, failures to perform, interruptions or disruptions in the Services caused by or resulting from any act or omission beyond the control of CareerArc, whether or not foreseeable or identified, including, but not limited to, any acts or omissions caused by CareerArc’s social network partners (e.g., Twitter, Facebook, LinkedIn). Client accepts that the Services may also be temporarily unavailable or impaired due to scheduled maintenance or unscheduled emergency maintenance. CareerArc makes no representations or warranties that the Services comply with the laws of any country outside the United States. If Client receives or uses the Services, or any portion thereof, from outside the United States, the Client does so at its own risk and is responsible for ensuring compliance with applicable laws. THESE WARRANTIES ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TRADE USAGE, COURSE OF DEALING OR NON-INFRINGEMENT.
   3. Limitation of Liability. EXCEPT FOR ANY LIABILITY OF CLIENT ARISING UNDER SECTIONS 5 OR 6, IN NO EVENT SHALL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER, FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Except for any liability of Client arising under Sections 2, 3(a), 5, 6 and 7, the total liability of each Party to the other, in respect of any claims (whether in contract, negligence, for breach of statutory duty or under any indemnity or otherwise) brought under or in connection with this Agreement or otherwise, shall be limited to the aggregate Service Fees paid by Client to CareerArc under this Agreement during the twelve (12) month period immediately prior to the event, act or omission giving rise to such liability.
4. TERM AND TERMINATION.
   1. Term. This Agreement shall be deemed to have commenced on the Effective Date and will continue until the expiration of the time period identified on the Service Order (the "Initial Term"), subject to the provisions for early termination set forth below. Upon expiration of the Initial Term, the Agreement will renew automatically for successive annual periods of twelve (12) months each (each, a "Renewal Term" and collectively with the Initial Term, the "Term"), unless either Party provides written notice of its desire not to renew at least thirty (30) days prior to expiration of the then-current term.
   2. Termination for Breach. Notwithstanding the foregoing, either Party may terminate this Agreement immediately by giving the other Party written notice of termination in the following circumstances: (i) if the other Party becomes insolvent, does not pay its debts as they become due, or makes an assignment for the benefit of creditors, or is subject to receivership or bankruptcy proceedings; or (ii) if the other Party commits a breach of any of its obligations under this Agreement which is not remedied within thirty (30) days after receipt of a written notice from the non-breaching Party ("Cure Period"). If CareerArc is unable to cure during the Cure Period, Client’s sole remedy is to terminate this Agreement, at which time Client will receive a prorated refund of the Service Fee, calculated from the date of termination to the end of the then-current Term.
   3. Effect of Termination. Client’s entitlement to use the Services will immediately cease upon termination of this Agreement. Termination will not affect any rights, obligations or liabilities of either Party, which accrued before termination or which are intended to continue to have effect beyond termination. Without limiting the generality of the foregoing, all unsatisfied payment obligations and Sections 3, 4(c), 5, 6, and 7 will survive termination of the Agreement.
5. CONFIDENTIALITY.
   1. Confidentiality Obligation. "Confidential Information" means all written, oral or electronic information (i) designated as confidential at the time of disclosure or (ii) which, by its nature, would be reasonably expected to be treated as confidential, and is provided or made accessible by the disclosing Party ("Disclosing Party") to the receiving Party ("Receiving Party") in connection with this Agreement, including, without limitation, information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and the terms, but not the existence of, this Agreement. The Receiving Party shall treat the Disclosing Party's Confidential Information confidentially, and with at least the same degree of care it uses to prevent the disclosure of the Receiving Party’s own Confidential Information, but in no event less than reasonable care. In addition, the Receiving Party shall use the Confidential Information solely in the performance of its obligations under this Agreement and will not disclose it, except to its, and its affiliates’, authorized employees, officers, directors, consultants, agents, independent contractors, subcontractors, legal/financial advisors, and investors (collectively, "Representatives") provided that the disclosure is on a need-to-know basis and the Receiving Party contractually obligates its Representatives to a duty of confidentiality no less restrictive than the duty imposed by this Section 5. The Receiving Party shall remain jointly and severally liable for any breach of confidentiality by its Representatives. The Receiving Party shall promptly notify the Disclosing Party of any actual or suspected misuse or unauthorized disclosure of its Confidential Information. Upon termination of this Agreement and written request of the Disclosing Party, the Receiving Party shall return all tangible copies of any Confidential Information received from the Disclosing Party or destroy such Confidential Information.
   2. Exclusions. Confidential Information will not include information that the Receiving Party can prove: (i) was generally available to the public at the time it was disclosed, (ii) was known to the Receiving Party, without restriction, prior to disclosure by the Disclosing Party, (iii) is disclosed with the Disclosing Party’s prior written approval, (iv) was independently obtained or developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, or (v) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party who does not owe a duty of confidentiality to the Disclosing Party. The burden of proof in establishing that any Confidential Information is subject to any of the foregoing exceptions will be borne by the Receiving Party. If the Receiving Party is compelled by applicable law or court order to disclose any Confidential Information, then, to the extent permissible, the Receiving Party shall promptly notify the Disclosing Party in writing of such requirement and provide reasonable assistance so that the Disclosing Party may seek a protective order or other remedy to limit such disclosure.
6. OWNERSHIP; ACCESS. Excluding Client’s data or content that is submitted by Client and used in connection with the Services, including, without limitation, Client’s job descriptions, job candidate data, pictures, videos, trademarks and logos (collectively, "Client Content"), Client acknowledges that all right, title and interest in and to the Services and its software, contents or data, including without limitation, all patent, copyright, trademarks, logos, trade secrets, trade dress or other intellectual property or proprietary rights therein, will remain vested in CareerArc (or where applicable, in its relevant licensors). Client grants to CareerArc a nonexclusive, worldwide, royalty-free license to access, use, distribute and display the Client Content during the Term solely to perform the Services. Client acknowledges and agrees that the Services are not developed with the Service Fees or other Client funds. Any use of the Services not expressly authorized in this Agreement is strictly prohibited. Client agrees to maintain a reasonable system of controls that will protect the integrity of the Services and prevent unauthorized usage. Without limiting the generality of the foregoing, the Client is expressly prohibited from: (i) facilitating access to, or allowing, the Services to be used by any party other than Client or its End Users; (ii) sublicensing, reselling, assigning, or commercially exploiting the Services or any portion thereof; or (iii) copying, modifying, disassembling, decompiling, reverse engineering, disrupting, creating derivative works or otherwise altering the Services or any part thereof or attempting to derive or gain access to the source code. Any act or omission of Client’s employees or agents with respect to the Services will be an act or omission of Client, irrespective of whether the act or omission was authorized by Client.
7. MISCELLANEOUS.
   1. Independent Contractor. CareerArc provides the Services as an independent contractor and nothing herein shall be construed as creating any kind of joint venture, partnership, employee-employer or agency relationship between the Parties.
   2. Governing Law; Venue. The Agreement will be governed and interpreted in accordance with the laws of the State of California, without regard to conflict of law principals. Both Parties submit to personal jurisdiction in California and further agree that any cause of action arising under this Agreement shall be brought in a court in Los Angeles County, California.
   3. Equitable Relief. To the extent not prohibited by law, in addition to any other relief awarded, the prevailing Party in any action, shall be entitled to its reasonable attorneys’ fees and costs. Client acknowledges and agrees that any breach of Sections 5 or 6 will result in immediate and irreparable harm to CareerArc’s business interests and that remedies at law in such event will be inadequate; therefore CareerArc shall have the right to seek immediate injunctive relief against such breach, which shall be in addition to and not in lieu of any other remedies at law or in equity.
   4. Force Majeure. Neither Party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform due to an event of force majeure beyond a Party’s reasonable control, in which case, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
   5. Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
   6. Non-Waiver. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that, or any other provision.
   7. Policies. If applicable to a particular Service(s), the Client agrees to comply with CareerArc’s then current online Terms of Service located at www.careerarc.com/terms, Privacy Policy located at www.careerarc.com/privacy, and GDPR Processing Addendum located at www.careerarc.com/gdpr_addendum (collectively, the "Policies"), as amended from time to time.
   8. Notices. All notices required or permitted under this Agreement must be in writing and sent to the email or address specified in the Service Order or to such other contact information as may be designated by a Party.
   9. Counterparts. This Agreement may be executed in counterparts and a written or electronic signature on a copy of this Agreement received by either Party by facsimile or email is binding upon the other Party as an original.
   10. Final Agreement. Once executed, this Agreement (i) constitutes the entire understanding of the Parties with respect to the Agreement’s subject matter, (ii) revokes and supersedes all prior agreements between the Parties with respect to such subject matter, and (iii) is intended as a final expression of the Parties’ agreement and is not subject to the issuance of any further purchase order, confirmations or other events unless signed in writing by both Parties.
   11. Modification. This Agreement shall not be modified, waived or amended except in writing signed by the Parties hereto and shall specifically refer to this Agreement.