JobBoard.io

JobBoard.io

JBIO Master Services Agreement

Last Updated: December 20, 2022

This JBIO Master Services Agreement (this “MSA”) is entered into as of the date Customer (defined below) accepts this MSA (“Effective Date”) by and between ZipRecruiter, Inc., a Delaware corporation with its headquarters located at 604 Arizona Avenue, Santa Monica, CA 90401, U.S.A. (“ZipRecruiter”), and the organization agreeing to this MSA (“Customer”). ZipRecruiter and Customer are sometimes referred to herein collectively, as the “Parties”, and each, individually, as a “Party”.

By clicking “I agree,” checking a box, signing a digital or paper contract for the Services (defined below), or using the Services, you agree to this MSA as a “Customer”.

If you are agreeing to this MSA for use of the Services by an organization, you are agreeing on behalf of that organization. You must have the authority to bind that organization to this MSA, otherwise you must not sign up for the Services.

This MSA incorporates by reference Schedule 1 attached hereto (“Schedule 1”), JBIO Service Terms and Conditions, attached hereto as Exhibit A (the “Service Terms”),  JBIO Job Alert Terms, attached hereto as Exhibit B (the “Job Alert Terms”), JBIO Backfill Terms, attached hereto as Exhibit C (the “Backfill Terms”), JBIO User Content Standards, available at www.jobboard.io/user-content-standards (the “User Content Standards”), Privacy and Security Addendum, available at www.jobboard.io/customer-privacy-addendum (the “Privacy Addendum”), and GDPR Data Processing Addendum, available at www.jobboard.io/GDPR-Data-Processing-Addendum (the “GDPR DPA”), where required, and serves as the structure upon which Services may be contracted from time to time, as memorialized by the order form attached under Schedule 1 below (“Order Form”) upon which modifications may be made, as memorialized by one or more amendments (each, an “Amendment”).  

MSA SCHEDULE 1
Order Form

This Order Form forms part of the MSA entered into between the Parties.  Capitalized terms used in this Order Form shall have the meanings given to those terms in the MSA and Service Terms unless otherwise defined in this Order Form.

  1. CUSTOMER WEBSITE(S): The Customer website(s) where the Services are being provided, as identified by Customer in the Admin Panel.
  2. TARGET JURISDICTIONS: One or more of the following applicable jurisdiction(s) where the Services and Customer Website(s) are being targeted (collectively, the “Target Jurisdictions”): United States, Canada, Australia, New Zealand, India, European Union, and/or United Kingdom. In the event ZipRecruiter will provide Services in any other jurisdictions other than the Target Jurisdictions, the Parties will execute an amendment to this Order Form to cover the additional jurisdictions.
  3. LAUNCH DATE: Subject to the terms and conditions of the MSA entered into between the Customer and ZipRecruiter, a free trial (the “Free Trial”) shall be deemed to commence as of the day that the features for the plan selected by Customer described in Section 3 of the Standard Terms has been enabled for use by Customer and its Customer End Users (“Launch Date”), and last for fourteen (14) days (unless extended by ZipRecruiter at its sole discretion via email notice to Customer).  It is anticipated that the Launch Date shall occur no more than thirty (30) calendar days following the Effective Date of the MSA so long as Customer provides the cooperation required by Section 2(b) of the Service Terms. 
  4. STANDARD OFFERING:
    • Subscription Fee for Standard Offering (for features described in Section 3(a)(i) through Section 3(a)(iv) of the Service Terms):  
      Term Subscription Fee
      (per Customer Website)
      Term Period Payment Terms
      Initial Term As specified on the applicable ZipRecruiter webpage  One (1) month (commencing on the day that the Subscription Fee is paid) Subscription fee indicated (the “Subscription Fee”) is due on a monthly basis, at the start of each month of the Initial Term and each month of the Renewal Term, if any, until the MSA is terminated in accordance with Section 7(b) (“Subscription Payment Date”).  No pro rata refund of Subscription Fee paid on a Subscription Payment Date shall be provided to Customer in the event of termination during that month, except for termination by Customer under Clause (iii) of Section 7(b) or termination by ZipRecruiter under Clause (v) of Section 7(b). Subscription Fees must be paid by credit and/or debit card (“Payment Method”). Customer hereby authorizes ZipRecruiter to charge its Payment Method for Subscription Fee amounts due hereunder.
      Renewal Term As specified on the applicable ZipRecruiter webpage Each additional one (1) month See paragraph immediately above.
    • Backfill Revenue Share to Customer: If applicable, the following terms shall apply to Customer:
      Backfill Revenue Share (to Customer) Payment Terms  
      50%
      Calculated and paid pursuant to Section 3 of the Backfill Terms

      Backfill Description:  Ability for Customer to receive additional job advertisement content (“Backfill Job Ads”), from ZipRecruiter and its third party providers, to post on the Job Board and/or to send in Emails to Registered Job Seekers (“Backfill”).  Additional terms applicable to Backfill are contained in the Backfill Terms and incorporated herein by reference.

  5. NONSTANDARD OFFERINGS
    • Limited Distribution:  If applicable, the following terms shall apply to Customer:
      Minimum Job Posting Fee Job Distribution Revenue Share (to ZipRecruiter) Payment Terms
      The fee determined by ZipRecruiter from time to time in its discretion  The percentage determined by ZipRecruiter from time to time in its discretion If Customer has selected Limited Distribution, the Job Posting Fee indicated will be automatically split by the Payment Gateway as part of the Payment Method in the applicable percentages so that ZipRecruiter’s and Customer’s respective accounts are credited as part of the Job Posting Fee transaction and so ZipRecruiter receives its Job Distribution Revenue Share. In calculating ZipRecruiter’s Job Distribution Revenue Share, fees payable to the Payment Gateway shall not be deducted from the Job Posting Fees prior to application of ZipRecruiter’s applicable percentage.  For the avoidance of doubt and by way of example only, if the Job Posting Fee charged by Customer is $100, and the Job Distribution Revenue Share is 50%, then $50 shall be payable to ZipRecruiter with respect to that Job Posting Fee even if the Payment Gateway charges Customer a $5 transaction fee with respect to processing that Job Posting Fee, in which event $45 shall be payable to Customer.

      Limited Distribution Terms: Ability for an Employer, that has accepted the Customer Terms, to advertise and distribute Qualified Job Advertisements, and for ZipRecruiter to publish Qualified Job Advertisements on the ZipRecruiter Website as determined by ZipRecruiter (“Limited Distribution”) in return for Customer’s agreement to pay ZipRecruiter a revenue share from the Job Posting Fee (“Job Distribution Revenue Share”). The Job Posting Fee charged by Customer to an Employer shall be no less than the Minimum Job Posting Fee. Customer must select this option in order to receive Limited Distribution.
    • Standard Distribution:  If applicable, the following terms shall apply to Customer:
      Minimum Job Posting Fee Job Distribution Revenue Share (to ZipRecruiter) Payment Terms
      The fee determined by ZipRecruiter from time to time in its discretion  The percentage determined by ZipRecruiter from time to time in its discretion If Customer has selected Standard Distribution, the Job Posting Fee indicated will be automatically split by the Payment Gateway as part of the Payment Method in the applicable percentages so that ZipRecruiter’s and Customer’s respective accounts are credited as part of the Job Posting Fee transaction and so ZipRecruiter receives its Job Distribution Revenue Share. In calculating ZipRecruiter’s Job Distribution Revenue Share, fees payable to the Payment Gateway shall not be deducted from the Job Posting Fees prior to application of ZipRecruiter’s applicable percentage.  For the avoidance of doubt and by way of example only, if the Job Posting Fee charged by Customer is $100, and the Job Distribution Revenue Share is 50%, then $50 shall be payable to ZipRecruiter with respect to that Job Posting Fee even if the Payment Gateway charges Customer a $5 transaction fee with respect to processing that Job Posting Fee, in which event $45 shall be payable to Customer.

      Standard Distribution Terms: Distribution of an Employer’s Qualified Job Advertisement via one or more of the Distribution Channels (“Standard Distribution”), in return for Customer’s agreement to pay ZipRecruiter the Job Distribution Revenue Share from the Job Posting Fee.  The Job Posting Fee charged by Customer to an Employer shall be no less than the Minimum Job Posting Fee.  Customer must select this option in order to receive Standard Distribution.
    • CPC Distribution:  If applicable, the following terms shall apply to Customer:
      Monthly CPC Budget Payment Terms
      As mutually agreed by the Parties, which agreement may be via email  Invoiced monthly at the end of the month, and charged to Customer’s Payment Method on the invoice date.

      CPC Distribution Terms: Distribution of an Employer’s Qualified Job Advertisement via one or more of the Distribution Channels in exchange for Clicks subject to a Monthly CPC Budget (both terms defined below) (“CPC Distribution”). Customer shall pay ZipRecruiter for its job distribution services in an amount up to the Monthly CPC Budget (“Monthly CPC Budget”), accrued and payable on the basis of clicks on hypertext links in Job Advertisements (“Clicks”) charged at a cost-per-click rate (“CPC Rate”) determined from time to time by ZipRecruiter in its discretion as it deems appropriate to optimize the performance of the Job Advertisements. If the Monthly CPC Budget is achieved in any month, Clicks to Customer will be paused unless the Monthly CPC Budget is increased at the mutual agreement of the Parties via email. ZipRecruiter reserves the right, but not the obligation, to provide Customer with a conversion tracking pixel or JavaScript snippet to track Clicks. Customer agrees to place the pixel or JavaScript snippet as directed by ZipRecruiter. Reporting and billing will be based on the Clicks-number as shown by ZipRecruiter tracking. If Customer and ZipRecruiter encounter under or over-reporting, the Parties agree to cooperate in good faith to resolve such discrepancies. The Parties may agree to modify the Monthly CPC Budget via advance mutual agreement, which may be via email. Customer must select this option in order to receive CPC Distribution.
    • jobboard.io BoostTM:

      Payment Terms:  Boost Fees (defined below) accrued as of a Subscription Payment Date will be charged to Customer’s Payment Method on that Subscription Payment Date.

      JobBoard.io Boost Distribution Terms:  As used herein, a “Boost” is a jobboard.io Boost, which is the ability for Customer to provide higher visibility to a Qualified Job Advertisement within the Distribution Channels, in return for Customer’s agreement to pay ZipRecruiter a fee for each Boost as specified herein and in the ZipRecruiter’s Admin Panel (“Boost Fee”). The Boost Fee is based on the maximum number of Clicks that can be received with respect to a Boost, whether or not that maximum number of Clicks is achieved.  In return for a Boost, the Qualified Job Advertisement will receive up to the number of Clicks on that Qualified Job Advertisement originating from ZipRecruiter’s Distribution Channels as specified in the Admin Panel with respect to the Boost purchased. Reporting will be based on the Clicks-number as shown by ZipRecruiter tracking. The Boost will be removed upon the earliest occurrence of: (1) the Qualified Job Advertisement receives the maximum number of Clicks specified with respect to the Boost; (2) the Qualified Job Advertisement is removed; or (3) the Qualified Job Advertisement expires. Customer has the option to purchase Admin Boosts or Customer End User Boosts, both terms as defined below, as follows:
      1. Admin Boosts: Customer may purchase Boosts via the Admin Panel to Boost any Customer End User’s Qualified Job Advertisement (“Admin Boost”). ZipRecruiter’s Boost Fee for an Admin Boost shall be specified in the Admin Panel (“Admin Boost Fee”).
      2. Customer End User Boosts: Customer may enable an option via the Admin Panel to permit Customer to sell Boosts directly to Customer End Users on the Customer Website(s) (“Customer End User Boost”). ZipRecruiter’s Boost Fee for Customer End User Boosts shall be specified in the Admin Panel (“Customer End User Boost Fee”), provided that Customer may add a custom profit margin in addition to the Customer End User Boost Fee in the Admin Panel (“Profit Margin”). Customer shall be entitled to retain the specified Profit Margin in excess of the Customer End User Boost Fee. In addition, Customer represents that it will display text to Customer End Users that accurately describes the maximum number of Clicks that the Customer End Users will receive when purchasing a Customer End User Boost.
    • ZipRecruiter Hosted Alerts Program:  If applicable, the following Hosted Alerts Program terms shall apply to Customer:
      Email Revenue Share (to Customer) Payment Terms
      50% Calculated and paid pursuant to Section 4 of the Job Alert Terms

      Hosted Alerts Program Terms: Ability for Registered Job Seekers to receive Emails containing information about employment opportunities from third parties (not including Backfill, which will be provided as part of the Standard Offering). Additional terms applicable to Emails sent to Registered Job Seekers pursuant to the Hosted Alerts Program are contained in the Job Alert Terms.
    • Non-Standard Customization: None.

EXHIBIT A
JBIO Service Terms and Conditions

These JBIO Service Terms and Conditions (“Service Terms”) are made a part of the MSA between the Parties.  All Section references in these Service Terms are to Sections in these Service Terms unless otherwise indicated.  

  1. DEFINITIONS.  In addition to defined terms referenced elsewhere in the MSA, the following definitions also apply to the MSA:
    1. Access Credentials” shall mean any user name, identification number, password, license or security key, security token, personal identification number (PIN) or other security code that is used, alone or in combination, by Customer or Personnel to verify an individual’s identity and authorization to access and use the Services, including access to the Admin Panel.
    2. “Admin Boost” has the meaning given to that term in Section 5.D of Schedule 1.
    3. “Admin Boost Fee” has the meaning given to that term in Section 5.D of Schedule 1.
    4. Admin Panel” has the meaning given to that term in Section 2(c).
    5. Authorized Users” means Personnel (i) who are authorized by Customer to access and use the Admin Panel under the rights granted to Customer pursuant to the MSA, and (ii) for whom access to the Admin Panel has been granted hereunder.
    6. Backfill” has the meaning given to that term in Section 4.B of Schedule 1.
    7. “Boost” has the meaning given to that term in Section 5.D of Schedule 1.
    8. “Boost Fee” has the meaning given to that term in Section 5.D of Schedule 1.
    9. Business Day” means any day other than a Saturday, Sunday or public holiday in the United States, when banks are generally open for business.
    10. “Click” has the meaning given to that term in Section 5.C of Schedule 1.
    11. “Collected Alerts Revenue” has the meaning given to that term in Section 4(a) of the Job Alert Terms.
    12. “Collected Backfill Revenue” has the meaning given to that term in Section 3(a) of the Backfill Terms.
    13. “CPC Distribution” has the meaning given to that term in Section 5.C of Schedule 1.
    14. “CPC Rate” has the meaning given to that term in Section 5.C of Schedule 1.
    15. Customer Content” means (with the exception of Personal Data and Usage Info) information, data, and content, in any form or medium, that is submitted, posted, or otherwise transmitted by Customer, a Customer End User or an Authorized User, through the Services and/or pursuant to the MSA, including, without limitation, User Content. 
    16. Customer End User” has the meaning given to that term in Section 2(a).
    17. “Customer End User Boost” has the meaning given to that term in Section 5.D of Schedule 1.
    18. “Customer End User Boost Fee” has the meaning given to that term in Section 5.D of Schedule 1.
    19. Customer Systems” means Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), networks and internet connectivity, whether operated directly by Customer or through the use of third-party services.
    20. Customer Terms” has the meaning given to that term in Section 4(d)(ii)(A).
    21. Customer Website(s)” means the Customer website(s) identified in Section 1 of an Order Form.
    22. Distribution Channels” means ZipRecruiter’s then-current channels for distribution of Job Advertisements, as determined by ZipRecruiter, including, but not limited to, websites and mobile applications hosted by ZipRecruiter and job posting and distribution services operated by third parties, and may include job alerts to job seekers.
    23. Documentation” means ZipRecruiter’s user manuals or guides relating to the Services and made available to Customer from time-to-time, which includes, but may not be limited to, support articles and other information available on support.jobboard.io.
    24. Emails” has the meaning given to that term in Section 3(a)(ii).
    25. “European Data Protection Law” has the meaning given to that term in the GDPR DPA. 
    26. Force Majeure Event” has the meaning given to that term in Section 14(a).
    27. Free Trial” shall have the meaning given to that term in Section 3 of Schedule 1.
    28. Job Advertisements” has the meaning given to that term in Section 3(a)(i).
    29. “Job Distribution Revenue Share” shall have the meaning given to that term in Section 5.A of Schedule 1.
    30. Job Posting Fee” means a fee paid by Customer End User to Customer to post the applicable Job Advertisement on the Customer Website(s) using the Payment Gateway.
    31. Law” mean local, state, national and foreign laws, treaties, regulations and conventions.
    32. “Limited Distribution” has the meaning given to that term in Section 5.A of Schedule 1.
    33. “Monthly CPC Budget” has the meaning given to that term in Section 5.C of Schedule 1.
    34. Normal Business Hours” means 9:00 am to 5:00 pm (Eastern Time) on a Business Day.
    35.  “Payment Gateway” has the meaning given to that term in Section 3(a)(iv).
    36. Personnel” means Customer’s employees, agents or contractors.
    37. Personal Data” means information that relates to Customer End Users and Customers’ Authorized Users and is (i) provided to ZipRecruiter by or at the direction of Customer, or information which is created or obtained by ZipRecruiter on behalf of Customer, or information to which access was provided to ZipRecruiter by or at the direction of Customer, each in the course of Customer’s performance under the MSA, and (ii) expressly defined as personal data under applicable data protection Law and only to the extent of the obligations under such Law, respectively. For purposes of clarity, the term “Personal Data” includes words or phrases of like meaning as defined and used under applicable data protection Law, including, but not limited to, “personal information” and “personally identifiable information”.
    38. Platform” means ZipRecruiter websites and online services where Customer may order the Services or obtain customer service in connection with the Services, including www.jobboard.io and the Admin Panel.
    39. Platform Terms” means this MSA, the Website Terms of Use available at www.jobboard.io/website-terms and the Privacy Policy available at https://jobboard.io/privacy-policy/ and other online terms, posted from time-to-time on the Platform.
    40. “Profit Margin” has the meaning given to that term in Section 5.D of Schedule 1.
    41. Qualified Job Advertisement” means a Job Advertisement where (A) the Customer End User pays Customer a Job Posting Fee, and (B) such Job Posting Fee meets a minimum dollar value as set forth on the applicable Order Form.
    42. Representative(s)” means a party’s officers, directors, employees, contractors, agents, lawyers and consultants.
    43. Services” has the meaning given to that term in Section 2(a).
    44. “Standard Distribution” has the meaning given to that term in Section 5.B of Schedule 1.
    45. “Subscription Payment Date” has the meaning given to that term in Section 4.A of Schedule 1.
    46. Third-Party Materials and Services” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to ZipRecruiter, and may include, but may not be limited to, Payment Gateway providers, analytics providers, and email service providers.
    47. Usage Info” means information related to Customer’s (or its Authorized Users’ or Customer End Users’) use of the Services that is used by ZipRecruiter in an aggregate, de-identified, and/or anonymized manner (i.e., not Personal Data and not directly or indirectly personally identifiable to a specific individual data subject or directly attributable to Customer), including to compile statistical and performance information related to the provision, operation or improvement of the Services.  Usage Info may include unique identifiers, which will not be deemed Personal Data, to the extent permitted by applicable Law.
    48. ZipRecruiter IP” means the Services, the Documentation, and any and all other intellectual property solely owned by ZipRecruiter and provided by ZipRecruiter to Customer or any Authorized User or Customer End User. For the avoidance of doubt, ZipRecruiter IP includes (i) Usage Info and any information, learnings, data, or content derived from ZipRecruiter’s monitoring of Customer’s (including Authorized Users’ and Customer End Users’) access to or use of the Services; and (ii) any custom elements or features developed or provided by ZipRecruiter.  Subject to Section 10(d), ZipRecruiter IP does not include any applicable underlying Customer Content or Personal Data.
    49. ZipRecruiter Website” means one or more ZipRecruiter-owned and operated website(s) or mobile app(s). 
  2. SERVICES
    1. Services. ZipRecruiter will provide, host, and make available for Customer’s use during the Term (defined in Section 7(a)), a white-labeled online job board (the “Job Board”) to be located on the Customer Website(s) with the features and functions described herein and in an Order Form (collectively, the “Services”).  The Job Board will enable website users and visitors, including job seeker users (“Job Seekers”) and Customer’s business end-users with employment opportunities (“Employers”) (collectively referred to hereinafter as, “Customer End Users”) to interact with the Job Board as further described in Section 3 below.  Customer accepts that ZipRecruiter may use the services of third-party providers to provide certain of the Services to Customer, subject to Section 2(f). 
    2. Job Board Development.  Following the Effective Date, Customer shall input required Customer Content onto  the Job Board.  Unless otherwise stated in an Order Form, ZipRecruiter will undertake its customary customization and launch the Job Board in conjunction with Customer’s cooperation pursuant to the launch date stated in an Order Form (“Standard Customization”).
      1. If Customer requires customization beyond the Standard Customization, this will be noted in an Order Form.  The details of such customization, including, without limitation, the scope of work, respective obligations of the Parties, project dependencies, schedules, and other considerations, shall be contained therein (“Non-Standard Customization”).
      2. Any failure of Customer to timely meet its obligations with respect to the Standard Customization or Non-Standard Customization, as applicable, which delay ZipRecruiter’s performance, may result in schedule extension(s) and additional fees, on a time and materials basis, charged to Customer.  Either Party may request changes to an Order Form, which will be treated as an Amendment that requires mutual agreement of the Parties, which upon execution by both Parties, shall amend the MSA and become an additional schedule thereto, and may result in additional fees and costs charged to Customer.
    3. Administrative Panel. ZipRecruiter shall provide Customer with access to an administrative panel (“Admin Panel”) that Customer can use to customize the Job Board, which may include, but may not be limited to, the ability to update the layout of the Job Board, manage job postings, and other standard customization features. 
    4. Service Commitment and Support.  ZipRecruiter shall provide Customer with customer service and technical support via email, and as otherwise offered by ZipRecruiter from time-to-time, during Normal Business Hours, subject to the Platform Terms.  ZipRecruiter will use commercially reasonable efforts to make the Services reasonably available, except for: (i) planned downtime; (ii) unavailability attributable to Customer, Personnel, Customer End Users, Customer-associated Third Party Materials and Services, Third Party Materials and Services or other third party acts or omissions; or (iii) any unavailability caused by circumstances beyond ZipRecruiter’s reasonable control, including without limitation, Force Majeure Events.  Updates to the software underlying the Services will be released as and when available and will be subject to the MSA.
    5. Newsletters and Other Materials.  ZipRecruiter shall provide, and Customer agrees to receive, newsletters, marketing or promotional materials as ZipRecruiter may produce and designate for delivery to Customer from time-to-time by e-mail or otherwise.
    6. Use of Third-Party Applications.  ZipRecruiter reserves the right to use Third Party Materials and Services.  Third Party Materials and Services may be subject to additional terms, conditions and limitations, which may be contained in one or more Exhibits attached hereto (“Third Party Terms”), and Customer shall comply therewith.  A breach of Third Party Terms by Customer shall be deemed a breach of the MSA.
    7. Exclusivity.  Customer shall use ZipRecruiter as the exclusive provider of an online hosted job board, email job alerts, and employment information services, including without limitation, with respect to the Customer Website(s), provided, however, that Customer is free to distribute job advertisements via third party services.
  3. JOB BOARD FEATURES
    1. Standard Offering.  The following standard feature-capability shall be enabled as the standard offering in basic plans (“Standard Offering”):
      1. User Content.  Capability for Customer and Customer End Users, which have accepted Customer Terms, to post, link, store, share and otherwise make available job advertisements (“Job Advertisements”), resumes, cover letters, and/or other third-party generated content to the Job Board (hereinafter, “User Content”).  Additional terms and requirements applicable to User Content are contained in the User Content Standards and incorporated herein by reference.
      2. Job Seeker Basic Features.  Ability for Job Seekers searching for employment opportunities to perform the following activities on the Job Board if such features are made available by ZipRecruiter and, if required by ZipRecruiter, Customer affirmatively selects (e.g., opting in or “switching on”) such feature(s) in the Admin Panel:
        1. Search for employment opportunities using a job search box (“Job Search Box”);
        2. Register or otherwise consent to receive job alert emails (“Emails”), containing information about Job Advertisements from Customer End Users and Backfill (see Section 3(a)(v)), if Customer has elected to participate in the Hosted Alerts Program, as indicated in Customer’s Order Form.  Job Seekers that register or otherwise consent to receive Emails are deemed to be “Registered Job Seekers”.  Additional terms applicable to the Emails sent to Registered Job Seekers under the Standard Offering are contained in the Job Alert Terms, and incorporated herein by reference;
        3. Apply to Job Advertisements posted on the Job Board or available via the Job Search Box; and/or
        4. Submit resumes in response to Job Advertisements.
      3. Employer Basic Features.  Ability for Employers, which have accepted the Customer Terms, to perform certain activities on the Job Board if such features are made available by ZipRecruiter and/or, if required by ZipRecruiter, Customer affirmatively selects (e.g., opting in or “switching on”) such feature(s) in the Admin Panel.  These features include, but may not be limited to the following:
        1. Create Employer user accounts;
        2. Post Job Advertisements on the Job Board (“Job Posting Services”); and
        3. Review Job Seeker candidates that have applied to Employer’s Job Advertisement.
      4. Payment Systems.  The Job Board will include a payment method for Employers to purchase Job Posting Services from Customer (“Payment Gateway”), provided, however, that Customer shall have a direct relationship with the provider of the Payment Gateway, which shall be deemed Customer-associated Third Party Materials and Services, and which must either be available for integration through the Admin Panel or approved by ZipRecruiter (email shall suffice), and Customer shall be responsible for the Payment Gateway, and its provider, in all respects, including, without limitation, associated data privacy and security, receipt of payments, refunds, fraudulent activity, currency conversions, and associated fees.
      5. Backfill Job Advertisement Content. Additional terms applicable to Backfill are contained in the Backfill Terms and incorporated herein by reference.
    2. Additional Features/Services.  ZipRecruiter reserves the right to charge Customer for additional features and/or services and such new features or services may be subject to additional terms and conditions, which shall be specified therein or attached as an exhibit to the MSA (“Additional Terms”), and which shall be incorporated herein.  Additional features and/or services may include the following, based on plan selected, and other features listed for each plan at https://jobboard.io/pricing:
      • Job Seeker Features:  Create Job Seeker user accounts; submit profiles and/or resumes to the Customer resume database, if applicable.  The features listed here and Section 3(a)(ii) above shall be limited to Customer End Users that have accepted the Customer Terms.
      • Employer FeaturesSearch for Job Seeker candidates in a resume database (“Resume Database”).
  4. CUSTOMER RESPONSIBILITIES AND OBLIGATIONS.
    1. General. Customer is responsible for ensuring that no Personnel access or use the Services or Admin Panel, other than Authorized Users that do so for the limited purpose of obtaining the Services to which Customer is entitled.  Customer is responsible for all acts and omissions of Personnel and Authorized Users, and any act or omission by Personnel or Authorized Users that would constitute a breach of the MSA if taken by Customer, will be deemed a breach of the MSA by Customer. Customer shall ensure that Authorized Users are aware of the MSA’s provisions as applicable to such Authorized Users’ use of the Services and shall cause Authorized Users to comply with such provisions.  Customer is also responsible for all acts and omissions of Customer End Users, and their compliance with the MSA and applicable Law, and for the User Content, Customer Content, Customer Website(s), Customer’s operation of the Job Board, and Customer Systems.
    2. Data Processing; Data Processing Agreement.
      1. Customer shall provide ZipRecruiter with Personal Data relating to only to Customer End Users located in the Target Jurisdictions. The Parties acknowledge and agree that the Privacy Addendum will apply to the provision and use of the Services to the extent that ZipRecruiter processes Personal Data. 
      2. If Customer will provide Personal Data pertaining to data subjects located in the United Kingdom (“U.K.”), European Economic Area (“EEA”) and/or Switzerland (collectively, the “Territory”) and/or otherwise target the Customer Website(s) at data subjects that are located in the Territory or are otherwise subject to European Data Protection Law, the Parties agree to comply with the GDPR DPA in respect of ZipRecruiter processing such Personal Data.
    3. Changes to Privacy Law.  In the event there is a change in any Law applicable to the collection or processing of Customer End Users’ Personal Data in a Target Jurisdiction and/or the delivery of electronic communications to Customer End Users located in a Target Jurisdiction: (i) and such change requires changes to the Platform Terms, Customer agrees that such changes shall be effective immediately, and (ii) Customer shall, if required by such change in Law,  enter into and execute additional terms with respect to the provision of the Services under any specific Schedule (“Supplemental Agreement”), then Customer shall execute such Supplemental Agreement and ZipRecruiter reserves the right to immediately suspend the provision of Services under any Schedule and cease processing any data and/or terminate the MSA, without notice, if Customer fails to execute and return to ZipRecruiter such Supplemental Agreement within ten days of receipt of it from ZipRecruiter.  Upon execution by Customer, the Supplemental Agreement will be incorporated by reference into and made a part of the MSA. 
    4. Customer End Users and Authorized Users.
      1. Customer shall obtain all necessary rights, consents and authority from Customer End Users and Authorized Users for (A) Customer to meet its obligations set forth in the MSA, and (B) ZipRecruiter to perform the Services hereunder without violating applicable Law or individual users’ rights (including without limitation, from any and all Customer End Users and Authorized Users that access or use the Services). 
      2. Without limiting the generality of the foregoing, Customer shall do the following to enable Customer to meet its obligations under Section 4(d)(i):
        1. Post Customer’s terms of use and privacy policy on the Customer Website(s), for Customer End Users (collectively, “Customer Terms”) using the Services; and  
        2. Require Customer End Users to accept the Customer Terms where required, in accordance with applicable Law, which may include, but may not be limited to, when one or more of the following actions occur: (A) Job Seekers creating user accounts, registering or otherwise consenting to receive Emails, applying to Job Advertisements posted on the Job Board, and/or submitting resumes to the Customer resume database, and (B) Employers creating user accounts and/or posting Job Advertisements on the Job Board. 
      3. Upon ZipRecruiter’s request, Customer will (A) provide ZipRecruiter with copies of the Customer Terms, and (B) make any reasonable revisions suggested by ZipRecruiter that would clarify that ZipRecruiter is obtaining the necessary rights and authority from the Customer End User to perform its rights and obligations hereunder.  Customer acknowledges and agrees that ZipRecruiter may require inclusion of a reasonable notice identifying that the Job Board is hosted by a service provider, and Personal Data may be shared with such service provider.
    5. Support. Customer shall be responsible for customer service and technical support for its Customer End Users.
    6. User Content.  Customer shall be responsible for ensuring that all User Content complies with the requirements contained in the User Content Standards.  
    7. Customer Account. When creating an account or uploading information to the Admin Panel, Customer shall ensure that all information submitted is accurate and complete.  Customers have no ownership rights or proprietary interest in their accounts.  Customer accounts and Authorized End User accounts are subject to the Platform Terms.
    8. Customer Content.  Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content.
    9. Access and Security. Customer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Services and Admin Panel.  Customer is responsible for the security of Customer Website(s) and Customer Systems and will maintain such in compliance with applicable Law and Customer’s obligations to third parties. Customer shall be responsible for all activity that occurs under its account and in the Admin Panel, and shall ensure that Authorized Users keep Access Credentials secure. Customer shall immediately notify ZipRecruiter in the event of any breach of security or unauthorized use of any Customer and/or Authorized User account; provided, however, that Customer shall remain responsible for all activity in connection with Customer and/or Authorized User accounts following such notice.
    10. Third Party Materials and Services. In addition to Third Party Materials and Services accessible via the Services, Customer may, with ZipRecruiter’s prior consent (email shall suffice), offer Customer End Users additional services and materials provided by unaffiliated third parties (“Customer-associated Third Party Materials and Services”), but accessed via the Services, which as between ZipRecruiter and Customer shall be treated hereunder as Customer activities and Customer Content for which Customer shall be solely responsible.  ZipRecruiter may, at any time in its reasonable discretion, require removal of any Customer-associated Third Party Materials and Services.  If specified in an Order Form, ZipRecruiter will make good faith commercially reasonable efforts to integrate Customer-associated Third Party Materials and Services into the Job Board, which integration is dependent on Customer and the third parties’ cooperation and technology.  ZipRecruiter does not make any compatibility or interoperability guarantees, warranties or commitments.  Initial and ongoing integration and support services may result in additional fees and costs charged to Customer on a time and materials basis.  
    11. Cooperation. Customer is responsible for promptly responding to all ZipRecruiter requests for materials, information, feedback and, if applicable, approval, and providing access to Customer Content and Customer Systems to the extent reasonably necessary for ZipRecruiter’s performance of the Services.
  5. ACCESS AND USE.
    1. Provision of Access. Subject to the terms and conditions of the MSA, ZipRecruiter hereby grants Customer a revocable, non-exclusive, non-transferable right to access and use the Services, consistent with the MSA and any instructions by ZipRecruiter, only for the purposes expressly authorized in the MSA, during the Term. 
    2. Use Restrictions. Customer shall not use, or permit the use of, the Services for any purposes beyond the scope of the access granted in the MSA, or use, or permit the use of, the Platform in breach of the Platform Terms.  Without limiting the generality of the forgoing, Customer shall not at any time, directly or indirectly, and shall not authorize or permit any party to: (i) copy (except as approved by ZipRecruiter in writing or to the extent necessary to comply with applicable Law), modify, or create derivative works of the Services or Documentation in whole or in part except as may be expressly authorized by ZipRecruiter in writing; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation on any basis beyond the expressly authorized uses under the MSA; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Law; or (vi) access or use the Services for purposes of competitive analysis of the Services, or the development, provision or use of a competing software service or product except during a Free Trial hereunder.
    3. Reservation of Rights. ZipRecruiter reserves all rights not expressly granted to Customer in the MSA. Except for the limited rights and licenses expressly granted under the MSA, nothing in the MSA grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the ZipRecruiter IP.
    4. Suspension and Changes. Notwithstanding anything to the contrary in the MSA, ZipRecruiter may temporarily suspend the account of Customer, any Authorized User or Customer End User, and/or access to any portion or all of the Services, in the event of account inactivity, or if ZipRecruiter reasonably suspects or determines that (i) Customer’s or any Authorized User’s or Customer End Users’ access to or use of the Services, Platform or other ZipRecruiter IP, disrupts or poses a security risk to the Services, Platform or other ZipRecruiter IP, or to ZipRecruiter or third parties; (ii) Customer, any Authorized User, or any Customer End User, is using the Services, Platform or other ZipRecruiter IP for fraudulent or illegal activities, or in any manner inconsistent with the MSA or the Platform Terms; (iii) Personnel or any Customer End User are behaving in an offensive or abusive manner towards a ZipRecruiter account or support person; (iv) Customer has failed to reasonably cooperate with ZipRecruiter or comply with ZipRecruiter’s reasonable request or instructions; or (v) Customer is making, or has made, excessive support demands.  ZipRecruiter may change or discontinue the Services, in whole or in part, at any time in its sole discretion.
    5. Platform Use and Terms.  Access and use of the Platform by Customer or its Authorized Users (“Platform Use”), is subject to the then-current Platform Terms, provided, however, that, in the event of any express conflict between the Platform Terms and the MSA, the conflicting provision of the MSA shall prevail with regard to the Services.  The Platform Terms shall survive the termination or expiration of the MSA and continue to govern any Platform Use thereafter.
  6. FEES, PAYMENTS AND PAYMENT TERMS.
    1. Fees.  As applicable, Subscription Fees, Monthly CPC Budget, Boost Fees, Non-Standard Customization fees, and any other fees and costs payable by Customer to ZipRecruiter, shall be set forth in an applicable Order Form, the Job Alert Terms, the Backfill Terms or Additional Terms (together with any applicable VAT, sales, use, excise, consumption or other similar tax applicable to the Services, collectively, the “Fees”).  Customer shall pay ZipRecruiter all Fees without offset or deduction.   Customer agrees to provide ZipRecruiter with complete and accurate billing and contact information together with the email address, and name and telephone number of an authorized billing contact (“Billing Contact”) and shall timely inform ZipRecruiter and/or update ZipRecruiter of changes to the Payment Method and/or Billing Contact. Customer agrees that its Payment Method and Billing Contact information may be shared with third parties such as payment processors, operational vendors, credit agencies, and/or collection agencies, for the purposes of checking Customer’s credit, effecting payment, collecting payments, assessing late fees if applicable and other legitimate ZipRecruiter business reasons.  
    2. Alternative Billing.
      1. Job Distribution Revenue Share.  In the event that the Job Posting Fees cannot be automatically split by the Payment Gateway in the manner described in Sections 5.A. and 5.B. of Schedule 1, ZipRecruiter will at its option, either (i) charge the Customer Payment Method for its Job Distribution Revenue Share, pursuant to which, Customer authorizes ZipRecruiter to charge its Payment Method for amounts due hereunder; or (ii) invoice Customer for the Job Distribution Revenue Share and Customer shall make payment within thirty (30) days of invoicing by the payment method specified in the invoice.  Customer and ZipRecruiter will cooperate to ensure such is accomplished and to rectify any issues that may arise with the Payment Gateway or otherwise. 
      2. Fees for CPC Distribution.  In the event that there is no Payment Method on file at the time fees for CPC Distribution are invoiced, ZipRecruiter will invoice Customer for such fees, which invoice will be due to ZipRecruiter within thirty (30) days of invoice date.
    3. Currency.  Unless otherwise specified in an applicable Order Form or Additional Terms, all payments to ZipRecruiter shall be made in U.S. Dollars.
    4. Late Payments.  If Customer fails to make any payment when due, without limiting ZipRecruiter’s other rights and remedies: (i) ZipRecruiter may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (ii) Customer shall reimburse ZipRecruiter for all costs incurred by ZipRecruiter in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) ZipRecruiter reserves the right to suspend or terminate Customer’s access to the Services and cease provision of the Job Board, in addition to any other legal remedies. In the event of overdue or late payments, Customer agrees that ZipRecruiter may: (y) immediately suspend or terminate the Agreement without notice, and that Customer will remain liable for all sums owed irrespective of any suspension or termination; and/or (z) charge Customer’s credit card on file with ZipRecruiter for all outstanding Fees, interest (for late payments) and any other sums that are due and unpaid.
    5. Taxes. The Subscription Fee and other amounts payable by Customer under the MSA are exclusive of taxes and similar assessments. Customer will be responsible for the payment of any present or future sales, VAT, use, excise or other similar tax (excluding taxes based on ZipRecruiter’s net income) applicable to the Services.  All fees paid by Customer are non-refundable unless otherwise expressly stated herein.  If ZipRecruiter is required by a taxing authority to pay any taxes not previously collected from Customer, Customer will promptly submit the amount pertaining to such taxes (including applicable penalties and interest, if any) to ZipRecruiter upon written notice.  
  7. TERM; TERMINATION
    1. Term.  The Trial Period, Initial Term and Renewal Term are as described in an Order Form and collectively referred to as the “Term”.
    2. Termination. In addition to any other express termination right set forth in the MSA:
      1. Customer may provide ZipRecruiter with written notice of non-renewal or cancellation of the MSA at least five (5) days prior to the end of the then-current Renewal Term, by emailing [email protected] or by providing notice as set forth in Section 13, whereupon such termination shall be effective at the end of the then-current Renewal Term.
      2. ZipRecruiter may terminate the MSA immediately, if Customer fails to timely pay any amount when due hereunder or breaches obligations under Sections 4, 5 or 9. 
      3. Either Party may terminate the MSA, effective on written notice (which may be sent by email) to the other Party, if the other Party breaches the MSA, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured five (5) days after the non-breaching Party provides the breaching Party with written notice of such breach.  
      4. As permitted by applicable Law, either Party may terminate the MSA, effective immediately upon written notice (which may be sent by email) to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors;  (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or (E) files for dissolution, has been dissolved or otherwise ceases operations.
      5. ZipRecruiter may terminate the MSA for convenience by providing written notice (which may be sent by email), whereupon the MSA shall terminate effective upon delivery to Customer.
      6. If Customer is on a Free Trial which does not convert into a paid subscription following the end of the Free Trial, the MSA will automatically terminate effective upon termination of the Free Trial.
    3. Effect of Expiration or Termination. Upon any expiration or termination of the MSA, except as expressly otherwise provided in the MSA: (i) all rights, licenses, consents and authorizations granted by either Party to the other hereunder (other than the irrevocable and perpetual grants by Customer pursuant to Section 10(d), below, and Section 3 of the Job Alert Terms, and excepting the Platform Terms with regard to Platform Use), will immediately terminate; (ii) Customer shall immediately cease all use of the Services and Documentation; (iii) Customer shall promptly return to ZipRecruiter, or at ZipRecruiter’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any ZipRecruiter Confidential Information; (iv) if Customer terminates the MSA under Section 7(b)(iii), or if ZipRecruiter terminates the MSA under Section 7(b)(v), Customer will be relieved of any obligation to pay any Subscription Fees attributable to the period after the effective date of such termination and ZipRecruiter will refund to Customer on a pro-rata basis that portion of Subscription Fees paid in advance for Services that ZipRecruiter has not performed as of the effective date of termination; and (v) if ZipRecruiter terminates the MSA other than under Section 7(b)(v), all Fees, including without limitation, Subscription Fees that would have become payable had the MSA remained in effect until expiration of the Term, and all Job Distribution Revenue Share earned prior to termination, will become immediately due and payable, and Customer shall pay such Subscription Fees, Job Distribution Revenue Share and any other Fees, together with all previously-accrued but not yet paid Subscription Fees and other applicable compensation, within fifteen (15) days of invoicing.  
    4. Surviving Terms. The provisions set forth in Sections 1, 4 – 14, all of the provisions in the User Content Standards, and if applicable, the Job Alert Terms and the Backfill Terms, and any other right or obligation of the Parties in the MSA that, by its nature, should survive termination or expiration of the MSA, and any of the Platform Terms that are expressly provided herein to apply, will survive any expiration or termination of the MSA.
  8. REPRESENTATIONS AND WARRANTIES
    1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is a company, incorporated and validly existing in the jurisdiction of its incorporation; (ii) when accepted by each of the Parties, the MSA will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (iii) it will comply with applicable Law and regulations with respect to its obligations under the MSA.
    2. ZipRecruiter makes no representation or warranty regarding User Content, including, without limitation, Job Advertisements, Backfill Job Advertisements, any content on the Job Board, and/or any other content provided via the Services, or any other third party generated content, or regarding Third Party Materials and Services, Customer Content, Customer Systems, Customer Website(s), the Job Board, Customer Ad and Data Practices, or Customer-associated Third Party Materials and Services, or their compatibility or interoperability with the Services or ZipRecruiter technology.  Without limiting the generality of the forgoing, Customer accepts that ZipRecruiter acts as a passive conduit for the online distribution and/or publication of third-party generated/owned content (including, without limitation, Job Advertisements and Backfill Job Advertisements) and has no obligation to screen such User Content.  Accordingly, Customer agrees that ZipRecruiter: (i) is not responsible for and does not endorse User Content; (ii) makes no guarantees about the accuracy, suitability, legality, reliability or quality of User Content; and (iii) is not responsible for objectionable, infringing, inaccurate, misleading, or unlawful User Content.  
    3. ZipRecruiter Warranty Disclaimer.  The following applies to the fullest extent not prohibited by applicable Law:  THE ZIPRECRUITER IP, THE SERVICES, THIRD PARTY MATERIALS, THIRD PARTY PROVIDER SERVICES, USER CONTENT (INCLUDING, WITHOUT LIMITATION, JOB ADVERTISEMENTS, BACKFILL JOB ADVERTISEMENTS, RESUMES, AND OTHER THIRD PARTY GENERATED CONTENT), WHETHER PROVIDED BY CUSTOMER, PERSONNEL, CUSTOMER END USERS, OR OTHER THIRD PARTIES CONNECTED TO ANY PARTY, AND/OR ANY THIRD PARTY PROVIDERS REFERENCED IN THE SERVICES AGREEMENT, ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE BASIS’, AND ZIPRECRUITER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATED THERETO. ZIPRECRUITER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ZIPRECRUITER MAKES NO WARRANTY OF ANY KIND THAT THE ZIPRECRUITER IP, USER CONTENT (INCLUDING, WITHOUT LIMITATION, JOB ADVERTISEMENTS, RESUMES, AND OTHER THIRD PARTY GENERATED CONTENT), SERVICES, THIRD PARTY MATERIALS, THIRD PARTY PROVIDER SERVICES, OR ANY OTHER PRODUCTS, SERVICES, OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S, CUSTOMER END USERS’, OR ANY OTHER PERSON’S REQUIREMENTS, OR WILL OPERATE WITHOUT INTERRUPTION, OR WILL ACHIEVE ANY INTENDED RESULT, OR WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR WILL BE SECURE, ACCURATE, RELIABLE, SUITABLE, COMPLETE, LEGALITY, FREE OF HARMFUL CODE, OR ERROR FREE. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED OR OBTAINED AT CUSTOMER’S OWN RISK.  IN JURISDICTIONS WHERE THE LIMITATIONS OF LIABILITY IN THIS MSA ARE NOT PERMITTED, THE LIABILITY OF ANY PARTY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
    4. Additional Customer Representations. Customer represents, warrants and covenants to ZipRecruiter that (i) Customer shall obtain all necessary rights, consents and authority from Customer End Users and Authorized Users for Customer to meet its obligations set forth in the MSA and to grant ZipRecruiter the rights and provide ZipRecruiter with the consents set forth in the MSA, in order for ZipRecruiter to perform the Services hereunder without violating applicable Law or individual users’ rights, including without limitation, from any and all Customer End Users and Authorized Users that access or use the Services; (ii) User Content, Customer Content, Customer Website(s), and Customer-associated Third Party Materials and Services, and Customer End User’s and Authorized User’s access to and use of the Services, shall comply with the obligations contained in the MSA, including without limitation the User Content Standards, and the Platform Terms; (iii) Customer owns or otherwise has, and will have, the necessary rights and consents in and relating to the Customer Content, Customer Website(s), Customer Systems, and Customer-associated Third Party Materials and Services so that, as accessed or received by ZipRecruiter and processed or otherwise used in accordance with the MSA, Customer Content, Customer Website(s), Customer Systems and Customer-associated Third Party Materials and Services, and the access and use thereof, shall not and will not infringe, misappropriate or otherwise violate any intellectual property rights, or any privacy or other rights of any third party, create any third party obligations or liabilities for ZipRecruiter, or violate any applicable Law; (iv) Customer shall be in compliance with all applicable Law, including without limitation, those relating to data privacy, data protection, employment, labor and consumer protection, in connection with its and its Authorized Users’ and Customer End Users’ access and use of the Services and its operation of the related Customer Website(s), and Customer Systems; (v) Customer will clearly and conspicuously post the Customer Terms, including without limitation, a privacy policy (that permits Customer to provide ZipRecruiter with Personal Data), on the Customer Website(s), and the Job Board pages, and shall require Customer End Users to affirmatively indicate agreement thereto before submitting or posting any User Content or Personal Data with respect thereto; and (vi) if Customer implements and/or allows any ads or tracking technologies, or other data practices, with Customer Website(s) Job Board pages (“Customer Ad and Data Practices”), such ads, tacking technologies, practices and pages shall comply with all applicable Law and self-regulatory programs (e.g., the Digital Advertising Alliance (“DAA”) notice and opt-out programs) and such practices shall be consistent Customer’s own privacy policy and other Customer Terms as posted on Customer Website(s), including the Job Board pages.
  9. CONFIDENTIAL INFORMATION.
    1. Confidential Information. In connection with the MSA, each Party (as the, “Disclosing Party“) may disclose or make available Confidential Information to the other party (as the “Receiving Party“). Subject to Section 9(b), “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as “confidential”. Without limiting the foregoing, all ZipRecruiter provided materials, including without limitation Documentation, and the terms and existence of the MSA are the Confidential Information of ZipRecruiter.  User Content and Personal Data are not Confidential Information.
    2. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (i) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with the MSA; (ii) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with the MSA; (iii) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (iv) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
    3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall, during the Term, and for a period of three (3) years following expiration or earlier termination of the MSA:  (i) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the MSA; (ii) except as may be permitted by and subject to its compliance with Section 9 (d), not disclose or permit access to Confidential Information other than to its Representatives who: (A) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the MSA; (B) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 9 (c); and (C) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9; (iii) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; (iv) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to cooperate with Disclosing Party to prevent further unauthorized use or disclosure; and (v) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 9.  Notwithstanding any other provisions of the MSA, the Receiving Party’s obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Law other than as a result of any act or omission of the Receiving Party or any of its Representatives.
    4. Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law or legal process (including without limitation, subpoena) to disclose any Confidential Information then, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. If the Receiving Party is Customer, then the Customer shall, to the extent permitted by applicable Law: (i) promptly, and prior to such disclosure, notify ZipRecruiter in writing of such requirement so that the ZipRecruiter can seek a protective order or other remedy or waive its rights under Section 9 (c); and (ii) provide reasonable assistance to ZipRecruiter, at ZipRecruiter’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. 
  10. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK.
    1. ZipRecruiter IP.  Customer acknowledges that, as between Customer and ZipRecruiter, ZipRecruiter owns all right, title, and interest, including all intellectual property rights, in and to the ZipRecruiter IP.
    2. Third Party Materials and Services.  With respect to Third Party Materials and Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third Party Materials and Services.
    3. Usage Info. Notwithstanding anything to the contrary in the MSA, ZipRecruiter may monitor Customer’s (and the Authorized Users’ and Customer End Users’) use of the Services and collect and compile Usage Info and Customer shall obtain from them any necessary consents therefor.  As between ZipRecruiter and Customer, all right, title, and interest in Usage Info, and all intellectual property rights therein, belong to and are retained solely by ZipRecruiter.  Customer acknowledges that ZipRecruiter may compile Usage Info based on Customer Content input into the Services or otherwise provided to ZipRecruiter. Customer agrees that ZipRecruiter may (i) make Usage Info publicly available in compliance with applicable Law, and (ii) use Usage Info to the extent and in the manner permitted under applicable Law; provided that such Usage Info does not identify Customer and does not personally identify a natural person.
    4. Customer Content. As between ZipRecruiter and Customer, Customer owns Customer Content, subject to the terms of the MSA and except for any information comprising Customer Content that ZipRecruiter collects or obtains via any source other than the Job Board.  Customer hereby grants to ZipRecruiter a perpetual, non-exclusive, royalty-free, worldwide license (with the right to sublicense) to reproduce, distribute, modify and otherwise use and publicly display the Customer Content (including, without limitation, names, logos and other marks appearing in Job Advertisements) and perform all acts with respect to the Customer Content as may be necessary for ZipRecruiter to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license (with the right to sublicense) to reproduce, distribute, modify, creative derivative works of, and otherwise use and display, and otherwise exploit, Customer Content incorporated within the Usage Info.  In addition, Customer grants ZipRecruiter a non-exclusive, royalty-free, unlimited, irrevocable, perpetual, worldwide license (with the right to sublicense) to the Customer Content, User Content and Customer Intellectual Property posted on or otherwise made available to or via the Services as more fully set forth in Section 3 of the Job Alert Terms.  Customer agrees that ZipRecruiter has no obligation, and may be unable, to remove Job Advertisements once they have been (a) distributed in the Distribution Channels, (b) listed in search engine results, or (c) incorporated into fixed media displays of ZipRecruiter or a Distribution Channel entity, and in each case (a) to (c) above, the license grants from Customer in this Section will be perpetual and irrevocable for such uses.
    5. Feedback.  If Customer, or any of its Personnel or Customer End Users, sends or transmits any communications or materials to ZipRecruiter by mail, email, telephone, or otherwise, suggesting or recommending changes to the ZipRecruiter IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), ZipRecruiter is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to ZipRecruiter on Customer’s behalf, and on behalf of its Personnel and Customer End Users, all right, title, and interest in, and to the Feedback, and ZipRecruiter is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although ZipRecruiter is not required to use any Feedback.
  11. LIMITATIONS OF LIABILITY.  The following applies to the fullest extent not prohibited by applicable Law: IN NO EVENT WILL ZIPRECRUITER BE LIABLE UNDER OR IN CONNECTION WITH THE MSA UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ZIPRECRUITER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ZIPRECRUITER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE MSA, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ZIPRECRUITER UNDER THE MSA DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  In all other respects, the limitation of liability provisions of the Platform Terms shall govern the Platform Use.
  12. INDEMNIFICATION. To the fullest extent not prohibited by applicable Law, in addition to the indemnity obligations in the Platform Terms, Customer shall indemnify, hold harmless, and, at ZipRecruiter’s option, defend ZipRecruiter from and against any losses, damages, liabilities and costs incurred by ZipRecruiter (“Losses”) resulting from any third party claim, suit, action or proceeding (“Third-Party Claim”) (a) arising from the Customer Content, including, without limitation, User Content, or the distribution or any use of the Customer Content in accordance with the MSA, or the Customer Website(s), Customer Systems, Customer Ad and Data Practices, or Customer-associated Third Party Material and Services, (b) any matter expressly designated as a Customer responsibility under the MSA; and/or (c) based on Customer’s, Customer End Users’ or any Personnel’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by the MSA; (iii) breach of the MSA, including a failure to comply with applicable Law; (iv) publication or distribution (including via ZipRecruiter) of any Job Advertisement, or the content contained therein and/or the material to which individuals can link through such Job Advertisements; and/or (v) use of the Services in combination with data, software, hardware, equipment or technology not provided by ZipRecruiter or authorized by ZipRecruiter in writing, provided that Customer may not settle any Third-Party Claim against ZipRecruiter unless ZipRecruiter consents to such settlement, and further provided that ZipRecruiter will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
  13. NOTICES. Unless otherwise expressly stated, any notice required by the MSA or given in connection with it, shall be in writing and shall be deemed delivered to the Party receiving such communication (i) on the delivery date if delivered personally to the Party; (ii) two (2) Business Days after deposit with a commercial overnight carrier, with written or electronic verification of receipt; (iii) five (5) Business Days after the mailing date, if sent by first class US mail, registered mail, postage prepaid, return receipt requested; or (iv) on the delivery date if transmitted by confirmed email. Notices to Customer may be sent to the applicable account email address and are deemed given when sent. Notices to ZipRecruiter must be sent to [email protected], with a copy to ZipRecruiter, Inc., 604 Arizona Avenue, Santa Monica, CA 90401, USA.
  14. MISCELLANEOUS.
    1. Force Majeure.  Other than the Parties’ confidentiality and indemnity obligations, no Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the MSA, for any failure or delay in fulfilling or performing any term of the MSA (except for any obligations to make payments to ZipRecruiter hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation, fire, flood, war, riot, embargo, earthquake, shortage of adequate power or telecommunications facilities or services, or any other acts beyond its reasonable control (each of the foregoing, a “Force Majeure Event“). A Party whose performance is affected by a Force Majeure Event shall give notice to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.  During the Force Majeure Event, the non-affected Party may similarly suspend its performance obligations until such time as the affected Party resumes performance.  The non-affected Party may terminate the MSA if such failure or delay continues for a period of thirty (30) days or more.   Unless the MSA is terminated in accordance with this Section 14 (a), the Term of the MSA shall be automatically extended by a period equal to the period of suspension.
    2. Amendment and Modification; Waiver.  ZipRecruiter reserves the right in its sole discretion to revise and update this MSA from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Services. Customer agrees to periodically review the MSA in order to be aware of any such modifications and Customer’s continued use shall be Customer’s acceptance of the modified MSA. Except as otherwise set forth in the MSA, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the MSA will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving.
    3. Severability. If any provision of the MSA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the MSA or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the MSA so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    4. Governing Law; Arbitration.  The following applies to the extent not prohibited by applicable Law: The MSA shall be governed by and construed and enforced in accordance with the laws of the State of California without regard to its conflict of law principles.  Any dispute, disagreement, or claim between the Parties arising out of or in connection with the MSA shall be submitted to final and binding arbitration, in accordance with (i) the Consumer Arbitration Rules of the American Arbitration Association if Customer is an individual and (ii) the Commercial Arbitration Rules of the American Arbitration Association if Customer is an entity, with any in-person proceedings to be held in Los Angeles, California. This Section 14(d) is a written agreement to arbitrate and is governed by the Federal Arbitration Act. Disputes will be exclusively resolved by arbitration on an individual basis and Customer and ZipRecruiter waive the right to bring a class action or to a judge or jury trial. The arbitrator’s decision may be enforced by any tribunal with jurisdiction over the parties and Customer and ZipRecruiter consent to jurisdiction in Los Angeles, California. The award of the arbitrator shall be the sole and exclusive remedy between the Parties regarding any and all claims and counterclaims presented to the arbitrator. Notwithstanding the foregoing, either Party may bring a lawsuit in the federal or state courts of Los Angeles County, California solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights or breach of a confidentiality obligation under the MSA.
    5. No Third Party Beneficiaries.   Except as otherwise expressly provided in the MSA (e.g., Third Party Providers under the Job Alert Terms), no person or entity not a Party to the Agreement will be deemed to be a third party beneficiary of the Agreement or any provision hereof. 
    6. Further Assurances.  Customer shall, from time to time, at the request of ZipRecruiter, promptly furnish ZipRecruiter such further information or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions and do such other things, as may be necessary to carry out the provisions of the MSA.
    7. Equitable Relief.  Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary rights provision of the MSA may cause the non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation.  Consequently, the non-breaching Party may institute an action to enjoin the breaching Party from any acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching Party may be entitled at law or in equity; provided, however, that, Customer shall not be entitled to any injunctive relief that might materially interfere with the operation of the Platform or the Services.  Except as set forth in this Section 14 (g), Customer is limited to claims for money damages.
    8. Assignment. Customer may not assign any of its rights or delegate any of its obligations under the MSA, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of ZipRecruiter. Any purported assignment or delegation in violation of this sub-section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. The MSA is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    9. Export Regulation. The Services utilize software and technology that may be subject to US export control Law, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable Law and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the United States or the United Kingdom.
    10. Publicity.  Customer shall not publicly disclose, issue any press release nor make any other public statement, nor otherwise communicate with the media, concerning the existence of the MSA or the subject matter thereof, or the relationship with the ZipRecruiter, without the prior written approval of the ZipRecruiter’s legal department.  Any use by Customer of ZipRecruiter’s name, logo, marks, and materials shall be subject to ZipRecruiter’s prior written approval (email shall suffice), guidelines and instructions from time to time.  ZipRecruiter is entitled to identify Customer as a client of the ZipRecruiter in promotional and marketing materials and on ZipRecruiter’s websites.  In addition, Customer grants to ZipRecruiter a non-exclusive, worldwide, royalty-free license to use the Customer’s tradename/corporate name and the Customer’s logo, on the ZipRecruiter’s websites and mobile applications, and in advertising and marketing materials related to the promotion of the ZipRecruiter’s services and products.  If requested by ZipRecruiter, Customer shall include a prominently appearing “Powered by ZipRecruiter” credit, along with ZipRecruiter-supplied proprietary rights notices, on the Job Board portion of Customer’s Website(s), each in a place and manner to be mutually agreed by the Parties.
    11. Relationship.  Nothing contained in the MSA shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party, by virtue of the MSA, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party.
    12. US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
    13. Entire Agreement.  The MSA, any applicable Amendments and any other documents incorporated herein by reference and all related Schedules and Exhibits, constitutes the sole and entire agreement between ZipRecruiter and Customer concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, oral or written, and all other communications between the Parties with respect to the subject matter hereof.  No Party is relying upon any warranties, representations, or inducements not set forth herein. 

EXHIBIT B
JBIO Job Alert Terms

  1. EXHIBIT B TERMThis Exhibit B shall commence on the first date Customer accesses the JBIO Job Alert Services (“Job Alert Services”) and will continue until terminated by the earlier of: (a) one (1) day after Customer’s delivery of prior written notice of termination to ZipRecruiter; or (b) ZipRecruiter’s delivery of written notice of termination to Customer (such period, the “Exhibit B Term”). Upon termination of this Exhibit B, all rights and licenses granted will terminate immediately, and Customer will remove and/or take down, from all of the Customer Website(s), insertion codes, widgets and other material and content supplied by ZipRecruiter.  
  2. JOB ALERT SERVICESZipRecruiter shall send job alert Emails containing information about job advertisements (“Job Ads”) to Registered Job Seekers who have interacted with a Customer Website and signed up to receive such Emails pursuant to Section 2(a) and/or Section 2(b) of this Exhibit B.  Pursuant to the foregoing, ZipRecruiter grants to Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license, to use widgets and/or Application Programmer Interface (“API”) to deliver specified data about Registered Job Seekers to ZipRecruiter to provide the Job Alert Services.  For the purposes of this Exhibit B, any Email Recipient List Data (defined below) and Personal Data input by Email Recipients (defined below), shall be collectively referred to as “Recipient Data”.
    1. Job Alerts Widget.  If requested by Customer, ZipRecruiter will provide Customer with a widget to place on the Customer Website(s) (“JA Widget”) to enable Job Seekers to sign up to receive Emails. 
    2. Job Seeker List. Customer shall compile a database of Registered Job Seekers who have consented to receive Emails (“Email Recipients”). Customer will provide only the following information about Email Recipients to ZipRecruiter: the Email Recipient’s email address, job-related preference and preferred job location (“Email Recipient List Data”).  Customer may transmit Email Recipient List Date to ZipRecruiter either via the JA Widget or CSV file. 
    3. Email Delivery.  Emails sent to Email Recipients shall contain a link to an Opt-Out web page to enable Email Recipients to unsubscribe from future Emails (the “Opt-Out Webpage”).  The Opt-Out Webpage will be white-labeled to have the look and feel of the Customer’s brand.  
    4. Email Design.  Emails will be white-labeled to have the look and feel of the Customer’s brand. Emails shall identify Customer as the initiator of the email in the “from” line and Customer will provide ZipRecruiter with a telephone number, email address, and physical address of Customer to include in Emails together with any other informational obligations and/or trading disclosures required under applicable Law in the Exhibit B Jurisdictions.   
    5. Third Party Services.  Customer understands and accepts that the email delivery platforms which actually deliver Emails to Email Recipients (“Third-Party Services”) are
      provided or maintained by third-party service providers of ZipRecruiter (“Third-Party Providers”), and accordingly, Recipient Data will be provided to Third-Party Providers for the purpose of sending Emails.  Each Third-Party Provider retains all right, title and interest in and to all Third-Party Services and all software, hardware or other technology used to provide those services, and any additions, improvements, updates, and modifications thereto.  Each Third-Party Provider will be a beneficiary of the terms of this Exhibit B as to the Third-Party Services provided by the Third-Party Provider and will have all rights necessary to enforce this Exhibit B against Customer in the case of any breach of those terms. 
  3. CUSTOMER INTELLECTUAL PROPERTYEmails to Email Recipients will be branded with Customer’s trademarks or shall otherwise indicate affiliation with Customer. For the purposes of this Exhibit B, Recipient Data and Customer’s trademarks shall be deemed “Customer Intellectual Property”. During the Exhibit B Term, and to the extent contained in Emails, Customer grants to ZipRecruiter and its Third-Party Providers, a non-exclusive license to use the Customer Intellectual Property to provide the Job Alert Services to Customer pursuant to this Exhibit B.  
  4. ALERTS REVENUE SHARE.
    1. Revenue Share.  During the Exhibit B Term, ZipRecruiter will pay Customer the percentage of Collected Alerts Revenues indicated on the Order Form, if any (defined below) (“Alerts Revenue Share”)For the purposes of this Exhibit B, “Collected Alerts Revenues” means gross revenues actually collected by ZipRecruiter resulting from an Alert Click. An “Alert Click” is a new, non-duplicative, non-fraudulent, and non-automated click by a human Email Recipient on a paid job-related hypertext link in a Job Ad delivered to the Email Recipient where such click takes the Email Recipient to a webpage containing the applicable job description, after taking into account any standard and commercially reasonable discounts, returns and credits provided by or otherwise incurred by ZipRecruiter. ZipRecruiter may, in its sole discretion, elect to pay an Alerts Revenue Share for unpaid Alerts Clicks, or where revenues from paid Alerts Clicks have not been received by ZipRecruiter (“Uncollected Revenues”).
      1. Customer accepts that (A) not all hypertext links will be paid listings, and accordingly, not all clicks will result in an Alerts Revenue Share; (B) no Alerts Revenue Share will be paid for duplicative, fraudulent and/or artificial clicks or impressions or for Invalid Clicks (defined below), as determined by ZipRecruiter in its sole discretion, or for transactions generated by Customer or by a third-party acting on Customer’s behalf; and (C) ZipRecruiter may request a refund of any Alerts Revenue Share paid to Customer or withhold sums from the next Alerts Revenue Share payment in the event of a Payment Error (defined below).  
      2. A click generated in any of the following ways is not a Valid Click: (A) clicks generated  by “robots,”  “spiders,”  “web crawlers,” or any other automated or fraudulent process, device, algorithms, or methodology; (B) clicks that occur as a result of automatic spawning of browsers or automated redirects; (C) clicks that occur as a result of any incentive such as cash, credits, or loyalty points; (D) clicks generated as a result of conduct intended to artificially increase or inflate the number of clicks; (E) clicks originating from customer IP addresses; (F) any other clicks that are not made by a human job seeker; (G) clicks that occur from a location outside of Target Jurisdiction; (H) clicks with respect to jobs located outside the Target Jurisdiction; (I) as determined in ZipRecruiter’s sole discretion, clicks associated with or arising from abnormal traffic; or (J) duplicative clicks (collectively, “Invalid Clicks”).  ZipRecruiter may use a third-party fraud detection platform or any other practice in determining whether a click is a Valid Click or an Invalid Click.  
    2. Payment Errors.  Customer agrees that ZipRecruiter may request a refund of a previously made Alerts Revenue Share payment or withhold sums from the next Alerts Revenue Share payment due Customer in the following circumstances (collectively, “Payment Error”):
      1. If, with respect to Collected Alerts Revenues or Uncollected Revenues, an Alerts Revenue Share payment was made in error or the amount of the Alerts Revenue Share payment was incorrect; or 
      2. If, with respect to Uncollected Revenues, (A) ZipRecruiter does not receive the applicable revenues; or (B) ZipRecruiter is required to return the applicable revenues; in such event, the amount of Alerts Revenue Share applicable to the Payment Error shall, at the option of ZipRecruiter, either be refunded to ZipRecruiter by Customer within 30 days of a request by ZipRecruiter or deducted from the next Alerts Revenue Share payment to Customer.
    3. Payment of Revenue Share.  During the Exhibit B Term and subject to Section 4 (a) and 4 (b) of this Exhibit B, ZipRecruiter shall pay Customer the Alerts Revenue Share with respect to applicable revenues from any month (the, “Alerts Subject Month”) on or before the fortieth (40th) day after the last day of the Alerts Subject Month, provided, however, that the amount owing to Customer is at least the dollar amount set by ZipRecruiter, from time to time, as the minimum required for payment (“Alerts Minimum Threshold”). If the amount owing is less than the Alerts Minimum Threshold, the balance will carry over to subsequent months until such time that the month-end balance is at least the Alerts Minimum Threshold.  In the event of a termination of this Exhibit B, ZipRecruiter shall pay accrued Alerts Revenue Share to Customer within 40 days of the termination of this Exhibit B, even if less than the Alerts Minimum Threshold.  
    4. Currency; Taxes.  All payments hereunder will be made in U.S. Dollars and are exclusive of sales, use, value added, and similar taxes, which are the responsibility of Customer.
    5. Expenses. Notwithstanding any conflicting provisions of the MSA, the cost of email delivery to Email Recipients will be debited from the Alerts Revenue Share.  
  5. REPRESENTATIONS; WARRANTIES.  The provision of this Section 5 is in addition to the representations and warranties provided in the MSA.
    1. Customer additionally represents and warrants that: (i) Customer will clearly describe to Registered Job Seekers in writing how Customer plans to use and share their Personal Data prior to collecting any such data, including pursuant to Customer’s use of the Job Alert Services to send Emails to the Email Recipients; (ii) Customer will obtain express consent from intended Email Recipients to transfer Recipient Data to ZipRecruiter and Customer will maintain all necessary valid consents required to enable such Recipient Data to be lawfully collected, processed, and shared by ZipRecruiter for the purpose of sending Emails on Customer’s behalf; (iii) Customer will comply with data protection, electronic communication, and privacy Law that apply to the Target Jurisdictions where the intended Email Recipients are located; (iv) Customer has collected, stored, used, and transferred Recipient Data in compliance with all applicable data protection Law and regulations; (v) Customer will post, maintain and abide by a publicly accessible privacy policy posted on any digital properties from which Personal Data is collected that satisfies the requirements of applicable data protection Law; (vi) Recipient Data is accurate and up-to-date at the time of delivery to ZipRecruiter and Customer shall immediately notify ZipRecruiter if it becomes aware of any change or circumstance which will, may or is alleged to impact the lawfulness of any processing of Recipient Data by ZipRecruiter (such as, if a data subject withdraws any necessary consent or requests that their Recipient Data is no longer processed or should be erased or requests rectification or correction of their data), together with full details of the circumstances;  (vii) Recipient Data will not include Sensitive Data; for purposes of this Exhibit B, “Sensitive Data” means social security number, passport number, driver’s license number, or similar identifier (or any portion thereof), credit or debit card number, employment, financial, genetic, biometric or health information, racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation, date of birth, criminal history, or any other information that falls within the definition of “special categories of data” or similarly defined term under applicable data protection Law, including the CCPA; (viii) Customer has received no notice of any claims or complaints from data subjects in relation to unsolicited emails, data protection and/or privacy; (ix) Customer has received no notice that any State Attorney General, supervisory authority, government agency or other applicable authority considers that Customer has or may have breached any applicable Law related to electronic communications, privacy, or data protection; and (x) Customer will provide all notices and disclosures, and obtain all necessary consents required by applicable data protection Law to enable ZipRecruiter and the Third Party Providers to deploy cookies and similar tracking technologies lawfully on the devices of Email Recipients. For the purposes of this Exhibit B, the terms “processing” and “data subject” (or similarly used words or phrases) have the same meanings as those given to them in applicable data protection Law, including the CCPA.  In the event that ZipRecruiter discovers that Customer has violated any provision of this Section 5, ZipRecruiter reserves the right to suspend the provision of Job Alert Services to Customer including the sending of Emails and/or terminate this Exhibit B immediately on email notice to Customer, and/or require Customer to sign additional agreements and/or amendments to this Exhibit B to address any violation.  
  6. DISCLAIMERS. ALL THIRD-PARTY SERVICES ARE PROVIDED BY EACH THIRD-PARTY PROVIDER STRICTLY ‘AS IS’ AND ‘AS AVAILABLE’ AND ALL THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES WITH RESPECT TO ALL THIRD-PARTY SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY.  NO THIRD-PARTY PROVIDER WILL HAVE ANY LIABILITY UNDER THE MSA OR OTHERWISE IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THE MSA (INCLUDING THIRD PARTY SERVICES). 
  7. DATA.  ZipRecruiter and its Third-Party Providers will have the right to collect, extract, compile, synthesize, and analyze non-Personal  Data and information resulting from or relating to the use or operation of the Job Alert Services under this Exhibit B (“Service Data”).  Any Service Data collected by ZipRecruiter or any Third-Party Provider will be owned by the party collecting the Service Data and may be used by that party for any lawful business purpose without a duty of accounting to Customer subject to applicable privacy Law obligations.  Customer consents to the use and disclosure of Personal Data and other data and information pursuant to the provision of the Job Alert Services and as described in this Exhibit B.

EXHIBIT C
Backfill Terms

  1. EXHIBIT C TERM. This Exhibit C shall commence on the first date Customer accesses the Backfill Services (“Backfill Services”) and will continue until terminated by the earlier of: (a) one (1) day after Customer’s delivery of prior written notice of termination to ZipRecruiter; or (b) ZipRecruiter’s delivery of written notice of termination to Customer (such period, the “Exhibit C Term”). Upon termination of this Exhibit C, all rights and licenses granted will terminate immediately, and Customer will remove and/or take down, from the Customer Website(s), all Backfill Job Ads, insertion codes, widgets and other material and content supplied by ZipRecruiter.
  2. JOB CONTENT LICENSE. During the Exhibit C Term, ZipRecruiter grants to Customer a limited, revocable, non-sublicensable, non-transferable, and non-exclusive license to use, perform, distribute, and publicly display Backfill Job Ads provided by ZipRecruiter in the manner described in this Section 2 (“Job Content License”).
    1. Customer may place Backfill Job Ads on the Customer Website(s) and/or distribute Backfill Job Ads in email job alerts to job seekers who have expressly consented to receive job alerts by email. Where Backfill Job Ads are placed on the Customer Website(s), Customer agrees to include a clear attribution hypertext link (“Link”) to ZipRecruiter Website(s) or third-party website(s), as designated by ZipRecruiter via email to Customer from time-to-time. ZipRecruiter shall determine the form and placement of the Link.  Customer shall not modify, edit, or make derivative works of Backfill Job Ads, nor sell, lease, distribute, transfer, sublicense or otherwise provide any such Backfill Job Ads to a third party except as expressly authorized herein. Customer shall promptly remove or take down any Backfill Job Ad if requested to do so by ZipRecruiter.
    2. ZipRecruiter shall provide Customer with a widget to be placed on the Customer Website(s), which contains (i) a search box to enable Job Seekers that visit the Customer Website(s) to search for Backfill Job Ads, and (ii) titles of Backfill Job Ads and in some cases, brief extracts of job descriptions contained within Backfill Job Ads (“JC Widget”).  A Job Seeker who clicks on a hypertext link in a Backfill Job Ad contained in the JC Widget will be taken to a page containing a job description.
  3. JOB CONTENT REVENUE SHARE
    1. Revenue Share.  During the Exhibit C Term, ZipRecruiter will pay Customer the percentage of Collected Backfill Revenues indicated on the Order Form, if any (defined below) (“Job Content Revenue Share”). For the purposes of this Exhibit C, “Collected Backfill Revenues” means gross revenues actually collected by ZipRecruiter resulting from a Valid Click. A “Valid Click” is a new, non-duplicative, non-fraudulent, and non-automated click by a human job seeker on a paid job-related hypertext link in a Backfill Job Ad provided under the Job Content License (“Job Content”), where such click takes the Job Seeker to a webpage containing the applicable job description, after taking into account any standard and commercially reasonable discounts, returns and credits provided by or otherwise incurred by ZipRecruiter.  Notwithstanding the foregoing, ZipRecruiter may, in its sole discretion, elect to pay Job Content Revenue Share for unpaid Job Content, or where revenues from Valid Clicks on paid Job Content have not been received by ZipRecruiter (“Uncollected Revenues”).
      1. Customer accepts that (i) not all hypertext links will be paid listings, and accordingly, not all clicks will result in a Job Content Revenue Share; (ii) no Job Content Revenue Share will be paid for duplicative, fraudulent and/or artificial clicks or impressions or for Invalid Clicks (defined below), as determined by ZipRecruiter in its sole discretion, or for transactions generated by Customer or by a third-party acting on Customer’s behalf; and (iii) ZipRecruiter may request a refund of any Job Content Revenue Share paid to Customer or withhold sums from the next Job Content Revenue Share payment in the event of a Payment Error (defined below).  
      2. A click generated in any of the following ways is not a Valid Click: (A) clicks generated  by “robots,”  “spiders,”  “web crawlers,” or any other automated or fraudulent process, device, algorithms, or methodology; (B) clicks that occur as a result of automatic spawning of browsers or automated redirects; (C) clicks that occur as a result of any incentive such as cash, credits, or loyalty points; (D) clicks generated as a result of conduct intended to artificially increase or inflate the number of clicks; (E) clicks originating from Customer IP addresses; (F) any other clicks that are not made by a human job seeker;  (G) clicks that occur from a location outside of Target Jurisdiction; (H) clicks with respect to jobs located outside the Target Jurisdiction; (I) as determined in ZipRecruiter’s sole discretion, clicks associated with or arising from abnormal traffic; or (J) duplicative clicks (collectively, “Invalid Clicks”).  ZipRecruiter may use a third-party fraud detection platform or any other practice in determining whether a click is a Valid Click or an Invalid Click.  
    2. Payment Errors. ZipRecruiter may request a refund of a previously made Job Content Revenue Share payment or withhold sums from the next Job Content Revenue Share payment due Customer in the following circumstances (collectively, “Payment Error”):
      1. If, with respect to Collected Backfill Revenues or Uncollected Revenues, a Job Content Revenue Share payment was made in error, or the amount of the Job Content Revenue Share payment was incorrect, or payment was based on Invalid Clicks; or 
      2. If, with respect to Uncollected Revenues, (A) ZipRecruiter does not receive the applicable revenues; or (B) ZipRecruiter is required to return the applicable revenues; in such event, the amount of Job Content Revenue Share applicable to the Payment Error shall, at the option of ZipRecruiter, either be refunded to ZipRecruiter by Customer within 30 days of a request by ZipRecruiter or deducted from the next Job Content Revenue Share payment to Customer.
    3. Payment of Revenue Share.  During the Exhibit C Term and subject to Section 3 (a) above, ZipRecruiter shall pay Customer the Job Content Revenue Share with respect to applicable Collected Backfill Revenues from any month (the “Backfill Subject Month”) on or before the fortieth (40th) day after the last day of the Backfill Subject Month, provided, however, that the amount owing to Customer is at least the dollar amount set by ZipRecruiter, from time to time, as the minimum required for payment (“Backfill Minimum Threshold”). If the amount owing is less than the Backfill Minimum Threshold, the balance will carry over to subsequent months until such time that the month-end balance is at least the Backfill Minimum Threshold.  In the event of a termination of this Exhibit C, ZipRecruiter shall pay accrued Alerts Revenue Share to Customer within 40 days of the termination of this Exhibit C, even if less than the Alerts Minimum Threshold.
    4. Currency; Taxes.  All payments hereunder will be made in U.S. Dollars and are exclusive of sales, use, value added, and similar taxes, which are the responsibility of Customer.