These Terms and Conditions are made and entered into as of the date of the first Fasttrack Sales Order executed by the parties (“Effective Date”), between Recruitics LLC (“Recruitics”, “we”, “us” and “our”) with offices located at 437 Fifth Ave. Floor 5 New York, NY 10016 and the client set forth on the Fasttrack Sales Order (“Client”, “you” and “your”). All Order Forms and exhibits are incorporated herein by reference and form the “Agreement”.

1. Defined Terms:
(a) "Application" means any Recruitics advertising distribution, tracking, or reporting systems, including all updates thereto and associated documentation.
(b) “Data” means information, documents, files, data, text, graphics, software, music, sounds, images, video, messages, tags, literature, materials, and other content accessed, uploaded, posted, emailed, transmitted, or otherwise provided through the Application.

2. Fees: Client shall provide Recruitics with any and all fees as outlined in the Fasttrack Sales Order, paid in accordance with the payment terms outlined in the Fasttrack Sales Order.  Client shall also be responsible for paying any taxes (such as applicable sales taxes, duties or goods and services taxes) for which it is legally liable arising from this Agreement. All invoices will be due in accordance with the Payment Terms agreed to on the Fasttrack Sales Order.  If Client disputes any invoice, Client must notify Recruitics in writing within thirty (30) days from the invoice date and pay any undisputed portion, or the invoice shall be deemed undisputed. 

3. Usage of Data: Client shall own all usage data first generated through the Application solely by or for the benefit of Client (“Usage Data”).  Recruitics shall make the Usage Data available to Client through various reports and Application features. Client agrees that Recruitics may use the Usage Data for its own purposes, including to create benchmarks and statistics, provided that any disclosure of such Usage Data is on an aggregated and/or anonymous basis which does not identify Client or its users.  Client may be asked to insert a Recruitics tracking code, javascript, pixel, tag or other code (“Tags”) on webpages, apps, social media posts, user data collection mechanisms or other properties or digital communications that are displayed to end users in connection with the Service. Client shall test or modify Tags as reasonably requested by Recruitics. Client agrees that it shall not use any persons, means, devices or arrangements to commit fraud, redirect Internet traffic in a deceptive or fraudulent manner, interfere with its operation or other clients or falsify or manipulate results or information generated or collected in connection with the Service, such as, without limitation, removing or modifying the Tags.  Client shall ensure that all of its digital properties contain a privacy policy that complies with applicable law and that they make all necessary disclosures (and collect any required consents) regarding the use of the Tags.

4. User Subscriptions (only applicable for clients granted login access to Recruitics Applications): Recruitics hereby grants to the Client a non-exclusive, non-transferable, revocable right and license to use the Application during the term of the applicable Sales Order solely for the Client's internal business operations.  Recruitics owns and shall continue to own all right, title and interest in and to the Application. Recruitics may use all suggestions, enhancements and feedback provided by Client without restriction. All rights not expressly granted herein are reserved by Recruitics.

Client acknowledges that the rendering of the Services will require the good faith cooperation of Client.  Therefore, Client agrees to provide all information reasonably requested by Recruitics in order to perform the Services, to timely respond to inquiries and to promptly review any deliverables.  Recruitics reserves the right to reasonably extend the delivery schedule and/or assess reasonable additional charges to the extent required because of Client’s failure to cooperate as set forth herein.  Recruitics may rely upon all decisions and approvals from Client, and Recruitics shall not be liable for any matter as a result of following Client’s specific instructions.

Recruitics may provide Client with an unlimited number of usernames for Client to access the Application.  The username and password credentials provided should be safeguarded at all times. The credentials may only be used by the named individuals authorized by Recruitics and may not be used by any other employees, consultants, agents or third parties other than as authorized in writing by Recruitics.  Client shall be liable for use of the credentials by all such parties. Client acknowledges that Recruitics may, from time to time, monitor the logon times and usage for the purpose of verifying that Client and its permitted users are the sole holder and user of the credentials. To the extent any party under the reasonable control of Client gains access to the Application through use of the credentials or by circumventing Recruitics’s security systems, Client shall be liable to compensate Recruitics for such usage as if such party were an additional user, in addition to any other liability.  Client shall promptly notify Recruitics in writing if any credentials should be deactivated because of unauthorized use or sharing of the credentials or any other reason. Client shall not attempt to gain unauthorized access to the Application or any restricted portion of the Application, attempt to access any other user's data or otherwise compromise any aspect of the Application. Client shall comply with any terms, conditions and usage policies set forth on the Application itself, provided that, the terms of this Agreement shall prevail in the event of any conflicts.

Client agrees that it shall not use any persons, means, devices or arrangements to commit fraud, interfere with other clients or falsify or manipulate results or information generated or collected in connection with the Application.  Client may not resell or charge for access to or use of the Application.   Client may not use the Application in the operation of a service bureau or otherwise for the benefit of any other person or entity. Client shall not, and shall not permit any third party to, (a) modify, copy or create derivative works based on the Application; (b) frame or mirror any content forming part of the Application, other than on Client’s own intranets or otherwise for its own internal business purposes, (c) reverse engineer the Application, (d) exercise any right or take any action not expressly granted herein, or (e) access the Application in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Application.

5. Warranties: Each party represents and warrants to the other party that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it hereunder, (ii) the execution of this Agreement and the performance of its obligations hereunder, do not and will not violate any agreement to which it is a party or by which it is bound, (iii) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms and (iv) it shall at all times be in compliance with all applicable laws, rules and regulations and the terms of any third party agreement to which it is subject.  In the event that Client disputes the performance or quality of the Services, Client must notify Recruitics in writing within ninety (90) days of the performance of such Services. As Client’s sole and exclusive remedy for any dispute about the Services, Recruitics shall be obligated to re-perform any Services that have not been properly performed. Client acknowledges that it has not entered into this Agreement in reliance upon any statement, warranty or representation made by Recruitics or any other person and Client irrevocably and unconditionally waives any rights to claim damages and/or to rescind this Agreement by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the Fasttrack Sales Order and any additional applicable Order Forms.

Certain Services may be dependent upon the products and services of third parties, such as search engines, email service providers, social media platforms, job sites and similar third parties not controlled by Recruitics.  While Recruitics shall make commercially reasonable efforts to resolve any issues, Recruitics shall not be liable for the acts or omissions of such third parties, including the failure of the products or services of such third parties to operate as intended.

6. Limitation of Liability: In no event will either party be liable for any special, indirect, incidental or consequential damages (including without limitation, loss of use, data, business or profits or costs of cover) arising out of or in connection with this agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), product liability or otherwise, and whether or not it has been advised of the possibility of such loss or damage. Recruitics’s cumulative liability to client, from all causes of action and all theories of liability, will be limited to and will not exceed the amounts paid to and retained by Recruitics during the twelve (12) months prior to such claim under this agreement.

7. Indemnities: Recruitics shall defend, indemnify and hold harmless Client, its affiliates, successors and assigns, and each of their officers, directors, clients and agents (“Indemnitees”), against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney’s fees and costs) (“Claims”), arising out of or in any way connected with any third party intellectual property infringement by the Application when used as authorized or violation of laws applicable to Recruitics as a provider of the Services. Client shall defend, indemnify and hold harmless Recruitics and its Indemnitees against and from any Claims arising out of or in any way connected with (i) information or materials provided by Client for use in connection with the Services or (ii) Client’s ultimate use of the Services, except to the extent caused by a breach of this Agreement by Recruitics. The indemnifying party's obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity (provided that a failure or delay in providing such notice shall not relieve the indemnifying party's obligations, except to the extent prejudiced by such failure or delay); (ii) granting complete control of the defense and settlement to the indemnifying party, provided that the indemnifying party will not acquiesce to any judgment or settlement without the indemnified party's prior written consent, unless it obtains a full and final release of all claims against the indemnified party and such judgment or settlement does not impose any requirements or restrictions upon the indemnified party; and (iii) reasonably cooperating with the indemnifying party, at the indemnifying party's expense, in the defense and settlement of such claim.  The indemnifying party shall provide the indemnified party the option to engage separate counsel, at the indemnified party’s expense, to participate in any claim giving rise to indemnification hereunder. The indemnifying party may settle any claim, to the extent it seeks a money payment, with or without the consent of the indemnified party. The indemnifying party must obtain the indemnified party’s consent to any settlement to the extent it consents to injunctive relief or contains contract terms governing future activities that would materially affect the indemnified party’s business or interests, said consent not to be unreasonably withheld, conditioned or delayed.

8. Force Majeure: Except for payment obligations, 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.

9. 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.

10. Integration; Survival: These Fasttrack Terms and Conditions, in conjunction with the Fasttrack Sales Order, contain 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.  The provisions of Sections 2, 3, 6-15 and any accrued payment obligations shall survive the termination or expiration of this Agreement.

11. 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.

12. Notice: Any official notice given pursuant to this Agreement shall be sent to the other party at the address stated in the Fasttrack Sales Order by: (i) certified mail return receipt requested, (ii) overnight courier or (iii) confirmed facsimile or electronic mail followed by a hard copy by one of the prior methods.

13. 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.  Notwithstanding the foregoing, nothing herein shall prevent Recruitics from proceeding directly to court without resorting to the process herein to protect its intellectual property or prevent harm to or unauthorized use of the Application.

14. Independent Contractor: Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement.

15. 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.

16. Budget Approval: Client will approve the Fasttrack Sales Order by means of a signature from a Client representative duly authorized by all necessary and appropriate corporate action to execute the Sales Order before Recruitics will purchase media on behalf of Client.

17. Tracking Tags: Recruitics may place vendor tracking pixels within the Recruitics container tag on your career site as required to deliver the Services.  These pixels will track events and site traffic on your career site. Recruitics will only place pixels of vendors that we have mutually agreed to work with on your behalf.