Last Updated: June 4, 2019
IMPORTANT – PLEASE READ THESE TERMS OF SERVICE (together with any Order Form, the “AGREEMENT”) CAREFULLY AS IT CONTAINS THE TERMS THAT CLIENT (THE ENTITY PURCHASING THE SERVICES) AGREES TO WHEN CLIENT PURCHASES VARIOUS APPLICATIONS AND 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 THIS AGREEMENT, AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, ON BEHALF OF CLIENT, AND TO BIND CLIENT TO THIS AGREEMENT. IF CLIENT DOES NOT AGREE TO THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, PLEASE DO NOT SIGN IN AND THEREBY DECLINE TO USE THE SERVICES. THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU ACCEPT THESE TERMS OF SERVICE OR USE THE SERVICES (“EFFECTIVE DATE”).
We may amend the Terms of Service by posting an updated version here. If we make any changes to these Terms of Service, we will change the “Last Updated” date above. You are responsible for reviewing these Terms of Service for changes. By continuing to use the Services following such amendment, you agree to any updates or amendments to these Terms of Service.
1. Description of Services
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.
- Recruitics Action Application – The Recruitics Action Application is a fee-based Service whereby Recruitics provides Client with a license to certain data for the use by Client and your authorized users and for the sole purpose of distributing your job offers and other employment related content (Your “Job Content”) to Recruitics’s media partners to be advertised thereon, establishing the bid cost you will pay to media partners for advertisement of your Job Content;
- Recruitics Analytics Application – The Recruitics Analytics Application is a free Service whereby Recruitics provides Client with a license to certain data for the use by Client and your authorized users and for the sole purpose of analyzing the performance of your Job Content on media partner sites.
2. Getting Started, Term, Payment Terms
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.
Recruitics may provide Client with a limited number of usernames for Client to access the Service. 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 Service 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 Service or any restricted portion of the Service, exceed its permitted use, attempt to access any other user's data or otherwise compromise any aspect of the Service. Client shall comply with any terms, conditions and usage policies set forth on the Service itself, provided that, the terms of this Agreement shall prevail in the event of any conflicts.
2.2 Term. The term of this Agreement shall commence on the Effective Date and continue as long as any Order Form is in effect. Each Order Form shall continue for the term on such Order Form. After the initial term of an Order Form, such Order Form will automatically renew for additional terms of one (1) year each unless written notice is given to the contrary thirty (30) days prior to the applicable renewal date. Either party may terminate an Order Form if the other party is in breach thereof, and the other party fails to cure such breach within thirty (30) days of written notice. Notwithstanding anything to the contrary, Recruitics may at any time suspend Client’s access to the Service if reasonably necessary to prevent possible harm or liability to Recruitics or any other party.
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.
Except as otherwise set forth on the Order Form, all invoices will be due thirty (30) days from the invoice date. 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. Client shall be responsible for interest on all amounts overdue by more than thirty (30) days at a rate of the lesser of one and one-half percent (1.5%) or the maximum rate allowable by applicable law, and all collection costs, including attorney’s fees and expenses. Client acknowledges that the cost of the media inventory on the Sales Order and in the Recruitics Dashboard reflects the price charged by Recruitics to Client and not payments to or from the media vendor.
3. License To Use The Services
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 Tags to providing reporting to Client.
3.3 Ownership. Client shall own all usage data first generated through the Service 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. The Tags, software, proprietary methods and systems used to provide the Services, any data collected via the Tags 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”) 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 Service. 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 Materials and the Confidential Information of Recruitics.
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 agrees that it shall not use any persons, means, devices or arrangements to commit fraud, exceed its permitted access to the Services, interfere with other clients or falsify or manipulate results or information generated or collected in connection with the Services. Client may not resell or charge for access to or use of the Services. Client may not use the Services 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 Services; (b) frame or mirror any content forming part of the Services, other than on Client’s own intranets or otherwise for its own internal business purposes, (c) reverse engineer the Services, (d) exercise any right or take any action not expressly granted herein, or (e) access the Services in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Services
3.6 Client Content. Client shall be responsible for all materials and information provided by, on behalf of or approved by, Client for use in connection with the Services. In no event shall Client store, transmit or process through the Services any content which is infringing, harmful, illegal, contains a virus or for which it does not have appropriate rights to use, and allow Recruitics to use, in connection with the Services.
4. Security, Privacy, and Access
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 Recruitics will not be liable for 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.
4.5 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 personal data that is subject to Regulation 2016/679 of the European Union (the “GDPR”): (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).
4.6 Client acknowledges that Recruitics may collect data consisting of a client browser’s Internet Protocol (IP) Address from Client’s online properties and transfer such data to the United States. Client agrees that it shall obtain any necessary consents from, and make any necessary disclosures to, end users for Recruitics to collect and process such data, including as required by the GDPR.
5.1 Termination. Either party may terminate an Order Form if the other party is in breach thereof, and the other party fails to cure such breach within thirty (30) days of written notice.
5.2 Suspension. Notwithstanding anything to the contrary, Recruitics may at any time suspend Client’s access to the Service if reasonably necessary to prevent possible harm or liability to Recruitics or any other party.
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, provided that, Recruitics may retain information pursuant to its normal document retention practices.
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. REPRESENTATIONS AND WARRANTIES.
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. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, RECRUITICS MAKES NO WARRANTIES REGARDING THE SERVICES AND 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.
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.
8 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.
9. Indemnification. 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 Service 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.
10.1. 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.
10.2. 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.
10.3. 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.
10.4. Integration; Survival: 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. The provisions of Sections 3.3, 5.3, 6, 7.3, 8, 9, 10 and any accrued payment obligations shall survive the termination or expiration of this Agreement.
10.5. 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.
10.6. 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. 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 Service.
10.7. 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.
10.8 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.
10.9 Publicity. Recruitics may publicly refer to Client, including on Recruitics’s 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.
10.10 Notice: Any official notice given pursuant to this Agreement shall be sent to the other party at the address stated in the opening paragraph of this Agreement or Order Form 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.
If you have any questions about this Agreement or the Services, please contact us at firstname.lastname@example.org, or send mail to:
ATTN: Business Affairs
40 Danbury Road, Floor 1
Wilton, CT 06897