Get Hot Data Jobs Terms of Agreement
1. Agreement. This agreement, including any exhibits, schedules and attachments (collectively the “Agreement”), is between your company or organization (“Customer”) and Hot Data Jobs Worldwide, Inc. (“Hot Data Jobs”). Hot Data Jobs and its affiliates operate internet-based interactive job posting and search service/career destination portals on (i) Hot Data Jobs.com, and (ii) “Hot Data Jobs” branded and/or owned sites (e.g., Hot Data Jobs.co.uk) (collectively, the “Sites”). This Agreement contains terms and conditions applicable to the products and services (“Services”) provided by Hot Data Jobs to Customer and described in the online order submitted by Customer (“Order”). The Order is subject to the terms and conditions of the Agreement and is made a part of this Agreement. Customer shall use all Services provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Services.
3. Payment. All amounts payable by Customer for the Services (“Fees”) are due either immediately in full by credit card or within thirty (30) days after delivery of the Hot Data Jobs invoice without deduction or setoff. Hot Data Jobs may, at its option, charge Customer interest of 1½% per month and collection charges on any Fees not paid when due or the maximum rate permitted by law, whichever is less. Customer will be responsible for the payment of any present or future sales, use, excise or other similar tax (excluding taxes based on Hot Data Jobs’s net income) applicable to the Services. Fees paid for Services are non-refundable, except in the case of Hot Data Jobs’s uncured material breach, in which case Hot Data Jobs will refund to Customer pre-paid amounts for Services not rendered as of the effective date of such termination. If Customer requests credit or Hot Data Jobs cannot authenticate Customer’s identity, then Customer authorizes Hot Data Jobs to obtain information regarding Customer from trade and bank references, external credit reporting sources, consumer credit agencies and other credit sources as may be reasonably necessary.
(b) Resume Database License(s). If set forth in the Order, Hot Data Jobs will permit Customer to access Hot Data Jobs’s resume database (“Resume Database”) under a Resume Database License for the Product Duration set forth in the Quote.
(i) If Customer purchases a Single User Resume Database Access License (a/k/a SmartFind Resume License), the term “Resume Database License” means a license for a single, individual user under the direct control of Customer (“Resume User”) to access the Resume Database through one unique password for the duration and type (i.e. national or radius) as set forth in the Order. Unless otherwise set forth in the Order, each Resume Database License will include twenty thousand (20,000) resume views. If it is determined that additional users (other than named Resume Database license holders) are accessing the Resume Database, then, in Hot Data Jobs’s sole discretion, either (i) Customer will be billed in accordance with the terms hereof, at Hot Data Jobs’s then prevailing price for such Resume Database Access or (ii) such sharing will be a breach of this Agreement and Hot Data Jobs shall have the remedies set forth in Section 2.
(ii) If Customer purchases a Resume Pay Per View License (a/k/a PPV License), the term “Resume Database License” means a license for users under the direct control of Customer (“Resume User”) to access the Resume Database through a password for the duration and type (i.e. national or radius), and for the maximum number of resume views set forth in the Order.
(iii) For all Resume Database License(s), a resume view occurs when a resume is acted upon following a resume search. Examples of a single resume view include without limitation when a Resume User: a) opens a resume, b) opens and prints the resume, c) opens and emails the resume, d) opens and adds it to a folder or e) adds a resume to a folder without opening such resume. Multiple resume views occur when a Resume User opens and closes the same resume multiple times (Note: a “viewed” icon will be displayed in the resume search results to indicate that a resume has been viewed by the Resume User). Customer agrees to notify Hot Data Jobs promptly after the departure of any person to whom a password was provided and Hot Data Jobs reserves the right to cancel such password and issue a replacement password, upon notification to Customer. Hot Data Jobs reserves the right to periodically change issued passwords upon notification to Customer. The Resume Database shall only be used by employers for the purpose of seeking employees. The Resume Database License may not be used to send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of Customer’s or a third party’s products or services. The Resume Database License may also not be used to source candidates or to contact job seekers or resume holders in regards to any home-based business opportunities, fee-based business opportunities or franchise opportunities.
(c) Diversity Services. If set forth in the Order, Hot Data Jobs shall provide the following diversity Services to Customer in conjunction with Hot Data Jobs’s Diversity & Inclusion Network partner sites (the “Diversity Network”). A current list of Diversity Network partners can be viewed at http://info.monster.com/diversity.asp. Please note that Hot Data Jobs may add or remove partner sites from Hot Data Jobs’s Diversity Network from time to time without notice.
(i) Diversity Job Postings. If Customer has purchased Diversity Job Postings, in addition to posting on monster.com and the Diversity section of monster.com, all of Customer’s Hot Data Jobs U.S. Job Postings will be posted concurrently on the applicable career sections of each Diversity Network site for the same duration as the applicable Hot Data Jobs U.S. Job Posting. The terms and conditions set forth in Section 4(a) for Hot Data Jobs U.S. Job Postings shall also apply to Diversity Job Postings;
(ii) Diversity Resume Database. If Customer has purchased a Diversity Resume Database Access License (“Diversity License”), Customer will be permitted to access the Hot Data Jobs U.S. Resume Database and diverse candidate resumes from Hot Data Jobs.com and the Diversity Network shall be “flagged” as diverse candidates in the search results listing. The terms and conditions set forth in Section 4(b) for Hot Data Jobs Resume Database Licenses shall also apply to Diversity Licenses; and
(iii) Advertising. All advertising purchased by Customer on the Sites and/or on the Diversity Network shall be subject to the following terms. Except as expressly provided in the Order, positioning of Advertisements is within the sole discretion of Hot Data Jobs. Customer acknowledges that Hot Data Jobs has made no guarantees with respect to usage statistics or click through rates for any Advertisement. Customer will provide all materials for the Advertisements in accordance with Hot Data Jobs’s policies in effect from time to time. All contents of Customer Advertisements are subject to Hot Data Jobs’s sole approval. Hot Data Jobs reserves the right in its sole discretion to reject or cancel any Advertisement, space reservation, URL link or position commitment at any time. If Customer does not contact Hot Data Jobs with written instructions regarding implementation of any Advertisements described in a Order within four (4) weeks of the Effective Date, then Hot Data Jobs, in its sole discretion, may contact Customer and put forth a recommended campaign to implement Customer’s Advertisements (“Recommended Campaign”). Customer may reject such Recommended Campaign by notifying Hot Data Jobs in writing (which may be by electronic mail) within ten (10) business days after submission of such Recommended Campaign by Hot Data Jobs. Absent such notification after ten (10) business days, Hot Data Jobs may deem such Recommended Campaign to be approved. If Hot Data Jobs fails to publish an Advertisement in accordance with the Order (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided in such Order), Hot Data Jobs’s sole liability to Customer will be limited to, at Customer’s option, either a refund of the advertising portion of the fee relating thereto or placement of the Advertisement at a later time in a comparable position. Any Advertisements not launched during the Product Duration set forth on the Order will expire upon the end of such Product Duration.
5. Confidentiality. Each party will keep the specific terms of this Agreement confidential and not disclose them to any third party (other than to its attorneys and accountants) without the other party’s prior written consent, except as required by law.
6. Ownership. As between Hot Data Jobs and Customer, any intellectual property, including but not limited to job postings, logos, and/or advertisements provided by Customer for placement on any Site and all other proprietary rights therein are and shall at all times remain Customer’s property. Customer grants to Hot Data Jobs and its affiliates a royalty-free, fully paid up, non-exclusive and worldwide license to use, copy, reproduce, publish, perform, display, and distribute such intellectual property (in whole or in part) solely in connection with the Services provided during the Term. Hot Data Jobs shall retain all right, title and interest, including all intellectual property rights, to and in: (i) any proprietary technology and software contained or incorporated in or part of the Sites and (ii) the content (excluding Customer’s intellectual property) on or part of the Sites (including without limitation all resumes), and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing
8. Limited Warranty. Hot Data Jobs warrants that Hot Data Jobs will perform Services in a professional manner in accordance with prevailing industry standards. To the fullest extent permitted by law, with respect to CAN Ad Campaigns, Hot Data Jobs disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) usage statistics; (iv) availability and/or delivery of any impressions on any Hot Data Jobs Property or CAN Partner Property or section thereof; (v) clicks; (vi) conversions or other results for any CAN Ad; (vii) the accuracy of CAN Partner data (e.g. reach, size of audience, demographics or other purported characteristics of audience); and (viii) the adjacency or placement of CAN Ads. EXCEPT FOR THE FOREGOING, MONSTER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO ITS SERVICES OR THE SITES, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF ITS SERVICES OR THE SITES.
9. Indemnification. Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (a) infringement or alleged infringement of any patent, copyright, trade secret or other proprietary right of any third party, arising out of or relating to, (i) in the case of Hot Data Jobs, the delivery of the Services and (ii) in the case of the Customer, the provision of any material to any Site by or on behalf of the Customer and (b) in the case of Hot Data Jobs, gross negligence or willful misconduct arising out of or relating to the delivery of the Services. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand, provided, however, that the Indemnifying Party’s indemnity obligations shall not cease unless the failure to so notify materially prejudices its ability to defend the claim.
10. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (INCLUDING THE ORDER), EXCEPT FOR OBLIGATIONS OF AN INDEMNIFYING PARTY UNDER SECTION 9 OR BREACHES OF SECTIONS 4(b) OR 11, BUT WITHOUT IN ANY WAY LIMITING CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, (A) NO PARTY WILL BE LIABLE TO ANY OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND – INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA – ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND (B) EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY PRODUCT, THE SERVICES PROVIDED HEREUNDER OR ANY SITE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO MONSTER DURING THE TERM HEREOF.
11. Navigation/Search Engines; No Modification. Notwithstanding anything to the contrary contained herein, Customer shall not use and shall not cause a third party to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, avatars or intelligent agents) to navigate or search the Sites other than the search engine and search agents available from Hot Data Jobs on the Sites, except for generally available third party web browsers (e.g., Internet Explorer, Firefox or Safari). Customer shall not and shall not cause a third party to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of any Site. Customer’s access of Hot Data Jobs’s Resume Database via a Resume Aggregator or an ATS software product user interface shall not be deemed a violation of this Section 11; provided such Resume Aggregator or ATS has been approved by Hot Data Jobs and is part of the Hot Data Jobs Resume Aggregator Alliance Program or Hot Data Jobs ATS Alliance Program, as applicable.
12. Miscellaneous. Customer agrees with respect to its use of the Services to comply with all applicable local, national and international laws, regulations and executive orders, including but not limited to those relating to labor and employment (including but not limited to anti-discrimination, affirmative action and the U.S. Equal Employment Opportunity Commission’s Uniform Guidelines on Employee Selection Procedures), data privacy, data access and use, and intellectual property. Customer acknowledges that U.S. job postings may not require U.S. citizenship or lawful permanent residence in the U.S. as a condition of employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state or local government contract. Each party to this Agreement shall be acting as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between Hot Data Jobs and Customer or any of Customer’s employees or agents. This Agreement, which may be executed in counterparts, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), as well as any purchase orders not supplied by Hot Data Jobs that have been or may from time to time be submitted by Customer, and cannot be amended or waived except by a writing signed by all of the parties. Neither party may assign this Agreement in whole or in part, by operation of law, merger, asset or stock sale or transfer, or otherwise, without the prior written consent of the non-assigning party, except (i) in connection with a merger, consolidation, reorganization or sale of all or substantially all assets of the assigning party, or (ii) to a party controlling, controlled by or under common control with the assigning party. No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. This Agreement, and any disputes between Customer and Hot Data Jobs relating to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York excluding: (i) its conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. The terms of Sections 3, 5, 6, 9, 10 and 12, inclusive shall survive any expiration or termination of this Agreement. Each party’s performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by first class mail, return receipt requested or overnight courier, to the respective addresses set forth herein, and shall be deemed given upon actual delivery thereof.