Service & Website Terms of Use

SERVICE & WEBSITE TERMS OF USE

EFFECTIVE: MAY 25, 2018

Thank you for accessing https://signup.jobboard.io/ (the “Website“). Please read these Service & Website Terms of Use (collectively the “Terms of Use”) carefully before using the Website and our Services. The Terms of Use constitute a legally binding agreement between you and ZipRecruiter Inc. (“Company”, “ZipRecruiter”, “we” or “us”), and govern your access to, and use of, the Website including any content, functionality, and services offered on or through our Website (collectively, the “Platform”).

 

ACCEPTANCE OF THE TERMS

By using the Website or by checking the box or clicking to accept or agree to the Service & Website Terms of Use, when this option is made available to you, you signify that you have read, understood, and agree to be bound by these Terms of Use, which incorporate our Privacy Policy, Cookie Policy, and Service Terms of Use (collectively, the “Platform Terms”). If you do not want to agree to these Terms of Use, you must not access or use the Website or our Services. By using this Website, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website or the Services.

THESE TERMS OF USE INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO YOUR USE OF ANY OF THE WEBSITE AND THE SERVICES, TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEED IN COURT. THE DISPUTES/ARBITRATION PROVISION ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION. DO NOT ACCESS OR USE ANY OF THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY.

 

TABLE OF CONTENTS

  1. Who Are We
  2. Use of the Website and Account Set-Up and Security
  3. Intellectual Property Rights and Ownership
  4. Conditions of Use and User Submissions and Site Content Standards
  5. User Submissions; Grant of License
  6. Website Monitoring and Enforcement, Suspension and Termination
  7. No Reliance
  8. Privacy
  9. Cookies
  10. Third Party Websites
  11. Additional Terms Applicable to Use of Hosted Job Board Services
  12. Website and Services
  13. Modifications to the Terms of Use
  14. Communications
  15. Infringing Content
  16. Disclaimer of Warranties
  17. Limitation of Liability
  18. Indemnification
  19. Agreement to Arbitrate
  20. General
  21. How to Contact Us
  22. Service Terms of Use for Customers

 

1. WHO WE ARE

The Website is owned and operated by ZipRecruiter, Inc., a Delaware corporation (“ZipRecruiter”). We provide the jobboard.io hosted job board solution which is available to users via the Website (the, “Services”).

These Terms of Use refer to the following additional terms, which also apply to your use of our Website and Services

If you have a subscription to our hosted job board solution (whether as a paying customer or if you are on a free trial), and/or if you receive additional Services as further described in Section 22 below, you will also be subject to our Service Terms of Use. The Terms of Use, Service Terms of Use and Additional Terms of Service referenced in Section 11, are collectively referred to as, the “Agreement”.

 

2. YOUR USE OF THE WEBSITE AND ACCOUNT SET-UP AND SECURITY

Users are responsible for obtaining their own access to the Website and for the Website’s availability and performance. Users are required to ensure that all persons who access the Website through a user’s internet connection are aware of these Terms of Use and comply with them. Users are responsible for any security breaches or performance issues relating to accessing the Website.

The Website including content or areas of the Website may require user registration. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.

Your provision of registration information and any submissions you make to the Website through any functionality such as applications, chat rooms, e-mail, message boards, personal or interest group web pages, profiles, forums, bulletin boards and other such functions (collectively, “Interactive Functions“) constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy.

Any user name, password, or any other piece of information chosen by you or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that should you be provided an account, your account is personal to you and you agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You are responsible for any password misuse or any unauthorized access.

We reserve the right at any time and from time to time, to disable or terminate your account, any user name, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Use. You are prohibited from attempting to circumvent and from violating the security of this Website including without limitation: (a) accessing content and data that is not intended for you; (b) attempting to breach or breaching the security and/or authentication measures which are not authorized; (c) restrict disrupt or disable service to users, hosts, servers or networks; (d) illicitly reproducing TCP/IP packet header; (e) disrupting network services and otherwise disrupting Website owner’s ability to monitor the Website; (f) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (g) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (h) attack the Website via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; and (i) otherwise attempt to interfere with the proper working of the Website.

 

3. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

You understand and agree that the Website and its entire contents, features, and functionality, including but not limited to all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by ZipRecruiter, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.

The ZipRecruiter name, the jobboard.io name, and all related names, logos, product and service names, designs, images and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. Other names, logos, product and service names, designs, images and slogans which appear on this Website are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute a violation of the rights of the property owner and may be a violation of federal or other laws and could subject the violator to legal action.

You may only use the Website for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except: (a) your computer and browser may temporarily store or cache copies of materials being accessed and viewed; (b) a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever; (c) one single user copy may be downloaded with any proprietary notices intact, for your own personal, non-commercial use, conditional on your agreement to be bound by our end user license agreement for such downloads; and (d) in the event social media features are provided with respect to certain content are on our site, you may take such actions as our site permits for such features.

Users are notpermitted to modify copies of any materials from this site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website.

If you print off, copy or download any part of our site in breach of these Terms of Use, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by the Company.

 

4. CONDITIONS OF USE AND USER SUBMISSIONS AND SITE CONTENT STANDARDS

You may use the Website only for lawful purposes and in accordance with these Terms of Use.

The following content standards apply to all content, material, and information a user submits, posts, publishes, displays, or transmits (collectively, “submit“) to the Website, to other users or other persons (collectively, “User Submissions”) and any and all Interactive Functions. User Submissions must comply with all applicable federal, state, local, and international laws and regulations.

Without limiting the foregoing, you warrant and agree that your use of the Website and any User Submissions shall not: (a) violate any applicable federal, state, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others) or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy; (b) include or contain any material that is exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such prohibited ground or be otherwise objectionable; (c) involve, provide or contribute any false, inaccurate or misleading information; (d) include sending, knowingly receiving, uploading, downloading, using, or reusing any material that does not comply with the User Submissions and Site Content Standards set out in these Terms of Use; (e) impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing); (f) transmit, or procure the sending of, any advertisements or promotions, commercial activities or sales, including without limitation any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation; or (g) include engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability. Give the impression that they originate from or are endorsed by us or any other person or entity, if this is not the case.

 

5. USER SUBMISSIONS; GRANT OF LICENSE

The Website may contain Interactive Functions allowing User Submissions on or through the Website. No User Submission to the Website will be subject to any confidentiality by the Company. By providing any User Submission to the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose and according to your account settings and/or incorporate such material into any form, medium or technology throughout the world without compensation to you. You waive any moral rights or other rights of authorship as a condition of submitting any User Submission.

By submitting User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Submissions and have the right to grant the license hereof to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns to the User Submissions and comply with these Terms of Use. You represent and warrant that all User Submissions comply with applicable laws and the User Submissions and Site Content Standards set out in these Terms of Use. You understand and agree that you, not the Company, are fully responsible for any User Submissions you submit or contribute, and you are fully responsible and legally liable including to any third party for such content and its accuracy. We are not responsible or legally liable to any third party for the content or accuracy of any User Submissions submitted by you or any other user of the Website.

 

6. WEBSITE MONITORING AND ENFORCEMENT, SUSPENSION AND TERMINATION

The Company has the right, without provision of notice to: (a) remove or refuse to post on the Website any User Submissions for any or no reason in our sole discretion; (b) to take such actions with respect to any User Submission deemed necessary or appropriate in our sole discretion; (c) take legal action, including without limitation, referral to law enforcement, regulatory authority or harmed party for any illegal or unauthorized use of the Website. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website; and (d) terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use. YOU WAIVE AND HOLD HARMLESS THE COMPANY FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY RELATING TO ANY, INVESTIGATIONS BY EITHER THE COMPANY OR BY LAW ENFORCEMENT AUTHORITIES.

We have no obligation, nor any responsibility to any party to monitor the Website, and do not and cannot undertake to review material that you or other users submit to the Website. We cannot ensure prompt removal of objectionable material after it has been posted and we have no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party.

Please note Section 230 of the U.S. Communications Decency Act (“CDA”) (and the equivalent or similar laws in your jurisdiction), which are intended to exclude or limit the liability of online service providers such as the Company, which provide or make available access to third-party user generated content (see § 230 (c)(1) which states: No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider).

The decision by the Company to remove or not post or distribute any User Submission, does not by itself amount to participation in the creation of such User Content and accordingly, does not constitute a waiver of the immunity afforded by the CDA. Additionally, § 230 (c)(2) of the CDA specifically provides: “No provider or user of an interactive computer service shall be held liable on account of (A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable whether or not such material is constitutionally protected…”

 

7. NO RELIANCE

Although we make reasonable efforts to update the information on our Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our Website is accurate, complete or up to date. Your use of the Website is at your own risk and the Company has no responsibility or liability whatsoever for your use of this Website. The Website may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. The Company is not responsible, or liable to you or any third-party, for the content or accuracy of any third-party materials.

 

8. PRIVACY

For information as to how we handle personal data provided to us through the Website, please review our Privacy Policy.

 

9. COOKIES

By using this Website, and where permitted by applicable laws in the country from which you access and use the Website and our Services, you consent to the use of cookies. For more information about the types of cookies and tracking technologies used and why we use them, and how you can control these, please review our Cookie Policy.

 

10. THIRD PARTY WEBSITES

This Website may provide links to third-party sites. We make no representations about any other websites that may be accessed from this Website. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party websites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them.

Our Website must not be framed on any other website, nor may you create a link to any part of our Website without our express written permission. We reserve the right to withdraw linking permission without notice. The Website in which you are linking must comply in all respects with the Conditions of Use and User Submissions and Site Content Standards. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.

 

11. ADDITIONAL TERMS APPLICABLE TO USE OF HOSTED JOB BOARD SERVICES

All orders or transactions for subscriptions and other services related to our Services made using this Website are subject to our (“Service Terms of Use”), which form part of these Terms of Use.

Certain features of the Services may also have their own specific terms that you agree to when you sign up for that particular product, function, or service through an electronic or paper contract (“Additional Terms of Service“). The Additional Terms of Service supplement these Terms of Use, but if any term of these Terms of Use expressly conflict with any term of an Additional Terms of Service, the conflicting term in the Additional Terms of Service will control but only with respect to the applicable product, function or service.

 

12. WEBSITE AND SERVICES

We may, without prior notice, change any aspect of the Services or Website; stop providing the Services or features of the Services.

 

13. MODIFICATIONS TO THE TERMS OF USE

We reserve the right in our sole discretion to revise and update these Terms of Use 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 Website and the Services. You agree to periodically review the Terms of Use in order to be aware of any such modifications and your continued use shall be your acceptance of these.

The information and material on this Website, and the Website may be changed, withdrawn or terminated at any time in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is restricted to users or unavailable at any time or for any period.

 

14. COMMUNICATIONS

When subscribing to our Services, we may ask for your consent to contact you by telephone. By granting such consent, you authorize us to contact you by telephone at the number(s) you have provided and acknowledge that the Company may do so using an automatic telephone dialing system or an artificial or prerecorded voice. You may revoke consent to be contacted by telephone by emailing [email protected] and including the wording “Revocation of Telephone Consent” in the subject line. Consent to being contacted by telephone is not required as a condition of using the Services or of purchasing any other property, goods, or services from ZipRecruiter.

You agree that we may, but are not obligated to, monitor or record any of your telephone conversations with us for quality control purposes, for purposes of training our employees and for our own protection. You further agree that any account users or anyone else you authorize to use your account consents to such monitoring or recording as well. You acknowledge that not all telephone lines or calls are recorded by us and that we do not guarantee that recordings of any particular telephone calls will be retained or are capable of being retrieved.

By providing the Company with your email address, you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your account page (for Customers) or by following the opt-out and/or unsubscribe instructions in the email message. You can also contact [email protected]. Note: Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

 

15. INFRINGING CONTENT

DMCA Notice Procedure

The Company will respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify the ZipRecruiter copyright agent as set forth below. For your complaint to be valid under the DMCA, you must provide the following information in writing:

  1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
  2. Identification of the copyrighted work that you claim has been infringed;
  3. Identification of the material that is claimed to be infringing and provide a link (where available) to where it is located on the Services;
  4. Information reasonably sufficient to permit ZipRecruiter to contact you, such as your address, telephone number, and, e-mail address;
  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
  6. A statement made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent:

Attn: Dana Strawitz, DMCA
Tel: +1 (818) 439-6997
Email: [email protected]
Address: ZipRecruiter, Inc., 604 Arizona Avenue, Santa Monica, CA 90401

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

In accordance with the DMCA and other applicable law, ZipRecruiter has adopted a policy of terminating, in appropriate circumstances, the accounts of Users who are deemed to be repeat infringers. ZipRecruiter may also at its sole discretion limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Other Illegal or Infringing Content (Applicable to Users in the European Economic Area)

If you believe in good faith that any content on the Services is illegal or infringes your or a third party’s right (excluding copyright infringement) or you wish to make us aware of any other illegal or infringing acts which relate to the Services, you can contact us via email at: [email protected]. Any notice to us must contain: (a) a detailed description of the infringing or illegal material or activity including why it is infringing or illegal; (b) a detailed description specifying the location of the material that you claim is infringing or illegal (if applicable); and (c) your name, address, telephone number and e-mail address.

Copyright Infringement

All notices of copyright infringement claims should be sent to the [email protected].

 

16.DISCLAIMER OF WARRANTIES

We cannot and do not guarantee or warrant that files or data available for downloading from the internet or the Website will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Website and your computer, internet and data security. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES FOUND OR ATTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

17. LIMITATION ON LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDEMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, RELIANCE ON, THE WEBSITE OR THE SERVICES ANY LINKED WEBSITES OR SUCH OTHER THIRD PARTY WEBSITES, NOR ANY SITE CONTENT, MATERIALS, POSTING OR INFORMATION THEREON.

 

18. INDEMNIFICATION

To the maximum extent permitted by applicable law, you agree to defend (at the Company’s option), indemnify and hold harmless the Company and its subsidiaries, and their respective directors, officers, employees, agents, successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to all legal fees and expenses) arising from: (i) your use of and access to the Website and the Services, including any data or content transmitted or received by you; (ii) your violation of these Terms of Use or (iii) your intentional or willful misconduct, or negligence.

 

19. AGREEMENT TO ARBITRATE

This Terms of Use contain an Arbitration provision, which will, with limited exception, require you to submit disputes you have against ZipRecruiter to binding and final arbitration. You will only be permitted to pursue claims against ZipRecruiter on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section 19. is enforceable, the following mandatory arbitration provisions apply to you:

Binding Arbitration

This Section 19 is referred to in these Terms of Use as the “Agreement to Arbitrate“. Unless you opt-out pursuant to the opt-out procedures set forth below, you agree that any and all disputes or claims that have arisen or may arise between you and ZipRecruiter or its affiliates, whether relating to the Services, this Terms of Use (including any alleged breach thereof), or otherwise (each a “Dispute“), shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Agreement to Arbitrate. Your rights will be determined by a neutral arbitrator, not a judge or jury. YOU UNDERSTAND THAT ABSENT THIS AGREEMENT TO ARBITRATE, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA“), including the AAA’s Supplementary Procedures for Consumer-Related Disputes, each available at www.adr.org, or such other alternative dispute resolution body and arbitration rules that may be mutually agreed upon by you and ZipRecruiter. Your arbitration fees and your share of arbitrator compensation shall be governed by such rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and ZipRecruiter may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Restrictions

You and ZipRecruiter agree that any arbitration shall be limited to the Dispute between ZipRecruiter and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

You and ZipRecruiter agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (1) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or ZipRecruiter intellectual property rights; (2) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

30 Day Right to Opt Out of Arbitration

You have the right to opt-out and not be bound by the arbitration provisions set forth in this Section 19 by sending written notice of your decision to opt-out to [email protected] or to the U.S. mailing address listed at the bottom of this Agreement. The notice must be sent to ZipRecruiter within thirty (30) days of your registering to use the Services or agreeing to these Terms of Use (whichever is earlier), otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.

 

20. GENERAL

Governing Law and Location

The Services are controlled and operated by ZipRecruiter from within the United States of America. ZipRecruiter makes no representations that the Services or the materials available via the Services, are appropriate or available for use in locations outside of the United States or the European Economic Area. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with all United States of America laws as well as local laws, if and to the extent local laws are applicable.

Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement and any disputes shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. An arbitrator shall not be bound by rulings in prior arbitrations involving different users but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. Except as otherwise expressly provided in this Agreement, all arbitration and other litigation in a court of competent jurisdiction of any dispute between you and ZipRecruiter related to this Agreement shall be located in Los Angeles County, California.

You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.

Relationship of the Parties

No joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of this Terms of Use or your use of the Services.

Notification Procedures

ZipRecruiter may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our websites, as determined by ZipRecruiter in its sole discretion. ZipRecruiter reserves the right to determine the form and means of providing notifications to users, provided that you may opt out of certain means of notification as described in this Agreement. ZipRecruiter is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add [email protected] to your email address book to help ensure you receive email notifications from us.

Under California Civil Code Section 1789.3, California users of the Services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

Compliance with Laws

You agree to comply with all applicable laws, regulations and ordinances in the use of the Services and the conduct of your activities.

Entire Agreement

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms of Use and Service Terms of Use, constitute the entire agreement between ZipRecruiter and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between ZipRecruiter and you in relation to the access to and use of the Website and the Services.

Miscellaneous.

Any waiver of any provision of this Agreement will be effective only if in writing and signed by ZipRecruiter. No failure by ZipRecruiter to exercise, or to delay in exercising, any rights hereunder shall operate as a waiver hereof, nor shall any single or partial exercise of any right hereunder by ZipRecruiter preclude any other or future exercise of that right or any other right hereunder by ZipRecruiter. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this Agreement. These Terms of Use do not and are not intended to confer any rights or remedies upon any person other than the parties. You may not assign, transfer or delegate the Terms of Use and the Service Terms of Use, and your rights and obligations hereunder without the prior written consent of ZipRecruiter. The Company may without restriction assign, transfer or delegate these Terms of Use and Service Terms of Use, and any rights and obligations hereunder, at its sole discretion.

 

21. HOW TO CONTACT US

If you have any questions about our Privacy Policy, cookies and other tracking technologies. and/or our services in general, please contact us by using the communication means described below.

Type of EnquiryContactemail addressmailing addressTelephoneLIVE CHAT
Data Subject Access RightsData Privacy Representative[email protected]See BelowRequest by Mail or EmailSend Request by Mail or Email
General Privacy-Related QuestionsData Privacy Representative[email protected]See BelowRequest by Mail or EmailSend Request by Mail or Email
Technical SupportCustomer Service[email protected]See Below1-843-580-3860

(9am – 9pm EST)

Via Website
General Customer Service EnquiriesCustomer Service[email protected]See Below1-843-580-3860

(9am – 9pm EST)

Via Website
U.S. Mailing AddressU.K. Mailing Address
ZipRecruiter, Inc.
Attn: Privacy & Business Affairs
604 Arizona Avenue,
Santa Monica, CA 90401, USA
ZipRecruiter UK Ltd.
c/o Fieldfisher LLP
Riverbank House
2 Swan Lane,
London, EC4R, England, UK
ZipRecruiter UK Ltd
Company No. 9988220

 

22. SERVICE TERMS OF USE

This Services Agreement (“Service Terms of Use”) is between ZipRecruiter, Inc. (“Company”) and the organization agreeing to these Service Terms of Use. These Service Terms of Use govern access to and use of the jobboard.io hosted job board solution and are applicable whether you are accessing and using the Services on a free trial, no fee subscription or through a paid subscription.

By clicking “I agree,” checking a box, signing a digital or paper contract for the Services, or using the Services, you agree to these Service Terms of Use as a “Customer”.

To the extent that the Company is, on behalf of the Customer, processing Customer data that is subject to EU Data Protection Laws, Customer agrees to sign ZipRecruiter’s Data Processing Agreement (“DPA”) for the transfer of personal data to processors as a condition to receiving access to the Services. For the purposes of these Service Terms of Use, “EU Data Protection Laws” means those laws implementing EU Data Protection Directive (95/46/EC), and the EU General Data Protection Regulation (2016/679) and any implementing laws in each EU member state.

If you are agreeing to these Service Terms of Use and, if applicable, the Data Processing Agreement, 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 these terms, otherwise you must not sign up for the Services.

  1. SERVICES.  The Company shall provide, host and maintain a white-labeled online job board to be located on the Customer Website(s) (“Job Board”) during the term of your subscription (“Subscription Term”). The Job Board will enable visitors and Customer’s clients (hereinafter, collectively “Customer End Users”) to interact with the Job Board as further described in Section 2 below. Customer accepts that the Company may use the services of third party providers to provide certain of the Services to Customer.
    1. Newsletters and Other Materials. Customer agrees to receive newsletters, marketing or promotional materials as produced by Company from time-to-time by e-mail or otherwise.
    2. Company Use of Third-Party Applications. Company reserves the right to use Third Party Materials and Services. Third Party Materials and Services (defined in Exhibit A (Standard Terms)), 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 Service Terms of Use.
    3. Customer shall, subject to Section 1 (b) above, use the Company 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.
    4. Customer End Users and Authorized Users. Customer represents, warrants and agrees that:
      1. It shall obtain all necessary rights, consents and authority from Customer End Users and Authorized Users (defined in Exhibit A (Standard Terms)) for Customer to meet its obligations set forth in these Service Terms of Use and to grant Company the rights and provide Company with the consents set forth in these Service Terms of Use, in order for Company to perform the Services hereunder without violating applicable Law (defined in Exhibit A (Standard Terms)) 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’s Website(s) (including the Job Board), shall post, and Customer End Users shall accept, in order to use the Services, Customer’s terms of use and privacy policy that enable Customer to meet its obligations under Section 1 (d) (i), with respect to Customer End Users (collectively, “Customer Terms”).
      3. Upon Company’s request, (A) Customer will provide Company with copies of the Customer Terms and, upon Company’s request, will make any reasonable revisions suggested by Company that would clarify that Company is obtaining the necessary rights and authority from the Customer End User to perform its rights and obligations hereunder; (B) Company may require inclusion of a reasonable notice that discloses Company’s relationship as a service provider; and (C) Company may require the inclusion of its own Customer End User additional terms that Company may require Customer End Users to affirmatively accept.
  2. JOB BOARD FEATURES.
    1. Standard Offering. The following standard feature-capability shall be enabled as the standard offering (“Standard Offering”), provided, however, that Customer agrees to execute separate Services Agreements where required to access specific features (“Additional Terms of Service” or “Services Agreement”)
      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, and 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 contained in Exhibit B (“User Content Standards”)
      2. Customer End User Accounts. Ability for Customer End Users, which have accepted Customer Terms, to create user accounts.
      3. Customer End User Basic Features. Ability for consumer Customer End Users searching for employment opportunities to perform the following activities on the Job Board at no charge if such features are made available by Company and, if required by Company, Customer affirmatively selects (e.g., opting in or “switching on”) such feature(s):
        1. Search for employment opportunities using a job search box (“Job Search Box”);
        2. Apply to Job Advertisements posted on the Job Board or available via the Job Search Box;
        3. Submit resumes in response to Job Advertisements; and/or
        4. Submit resumes to the Customer resume database, if applicable; and/or
        5. Register or otherwise consent to receive job alert emails (“Emails”), containing information about Job Advertisements from Customer End Users (“Customer Job Ads”) and Backfill Job Ads (defined below). Customer End Users that register or otherwise consent to receive Emails are deemed to be “Registered Customer End Users”. Additional terms applicable to the Emails sent to Registered Customer End Users under the Standard Offering are contained in Sections 1 through 10 of the Job Alert Terms in Exhibit C below (“Job Alert Terms”).

        Features (A)-(E) shall be limited to Customer End Users that have accepted the Customer Terms.

      4. Job Posting Services. Capability for business Customer End Users, which have accepted the Customer Terms, to post Job Advertisements on the Job Board (“Job Posting Services”).
      5. Additional Job Advertisement Content. Ability for Customer to receive additional job advertisement content from Company’s third party providers (“Backfill Job Ads”), to post on the Job Board and to send in Emails to Registered Customer End Users (“Backfill”). Customer may be eligible to receive a revenue share with respect to Backfill Job Ads (“Backfill Revenue Share”). Additional terms applicable to Backfill are contained in Exhibit D below (“Backfill Terms”).
      6. Limited Distribution. Publication of Qualified Job Advertisements on one or more Company-owned websites or mobile apps (“Limited Distribution”) as determined by Company in its discretion (“Company Website(s)”). Customer must be on a paid subscription plan in order to receive Limited Distribution. For the purposes of this Agreement, a Job Advertisement will be deemed a ‘Qualified Job Advertisement’ if (A) the Customer End User pays Customer a job posting fee to post the applicable Job Advertisement using the Job Board Payment Gateway (“Job Posting Fee”), and (B) such Job Posting Fee meets a minimum dollar value as determined by the Company, from time-to-time (hereinafter, a “Qualified Job Advertisement”).
    2. Non-Standard Offering. Customer may select one or more non-standard offerings, offered by Company from time-to-time; Company reserves the right to modify or remove non-standard service offerings and/or features at any time.
      1. ZipRecruiter Distribution. Distribution of the Customer End User’s Qualified Job Advertisement via one or more of the Company’s then-current distribution channels, as determined by Company (collectively, “ZipRecruiter Distribution”), including, but not limited to, in job alert emails to job seekers, to operators of third-party job posting and distribution services, or to entities within the Company’s affiliate network (collectively, the “Company Distribution Channels”), in return for Customer’s agreement to pay Company a revenue share from the Job Posting Fee (“Job Distribution Revenue Share”). The Job Distribution Revenue Share shall be determined by the Company and communicated to Customer. Payments terms are contained in Section 4 of Exhibit A below.
      2. ZipRecruiter Hosted Alerts Program. Ability for Registered Customer End Users to receive Emails containing information about employment opportunities provided by third parties that are not Customer End Users (“Alerts Job Ads”). For the avoidance of doubt, Backfill will not be included in Emails under the ZipRecruiter Hosted Alerts Program. Customer may be eligible for a revenue share subject to Section 11 of the Job Alert Terms contained in Exhibit C (“Email Revenue Share”). Additional terms applicable to Emails sent to Registered Customer End Users pursuant to the ZipRecruiter Hosted Alerts Program are contained in Sections 1 to 11 of the Job Alert Terms.
    3. Revenue Share. If applicable, Customer will receive an Email Revenue Share and/or a Backfill Revenue Share in accordance with the Job Alert Terms and Backfill Terms contained in Exhibits C and D respectively; provided, that, Customer shall not be entitled to receive both forms of revenue share for the same job advertisement even if it is contained in both Backfill and Emails. In the event that the same job advertisement is contained in Backfill and Emails, the Company shall have the discretion to select which revenue share shall apply and may select the revenue share that results in less compensation to Customer.
    4. Additional Features/Services. Company 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 require Customer to execute or agree to a Services Agreement Use (“Additional Terms of Service”).
    5. Customer End User Payment Systems. The Job Board will include a payment method for Customer End Users to purchase Job Posting Services (“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, but approved by Company, 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.
    6. Service Commitment and Support. Company shall provide Customer with customer service and technical support via email, and as otherwise offered by Company from time-to-time, during Normal Business Hours. Company will use commercially reasonable efforts to make the Services reasonably available, except for: (i) planned downtime; (ii) unavailability attributable to Customer, Personnel (defined in Exhibit A (Standard Terms)), 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 Company’s reasonable control, including without limitation, Force Majeure Events (defined in Exhibit A (Standard Terms)). Updates to the software underlying the Services will be released as and when available.
  3. ADDITIONAL TERMS AND PRECEDENCE OF TERMS. In the event of any inconsistency between the statements made in the body of these Service Terms of Use and the Website Terms of Use, the conflicting provision of these Service Terms of Use shall prevail.
  4. MODIFICATIONS ZipRecruiter may revise these Service Terms of Use from time to time and the most current version will always be posted on the jobboard.io. Customer is responsible for checking these postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Service Terms of Use. If Customer does not agree to the revised Service Terms of Use, Customer may terminate the Services within thirty days of receiving notice of the change.
  5. Entire Agreement. These Service Terms of Use supersede any prior agreements or understandings between the parties and constitutes the entire agreement between the parties related to this subject matter. All exhibits to the Service Terms of Use, the Data Processing Agreement, and Customer invoices are hereby incorporated into the Service Terms of Use by this reference.
  6. Notices. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also 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.
  7. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third-party beneficiaries to Customer’s rights under these Service Terms of Use.

 

EXHIBIT A

STANDARD TERMS

This Exhibit A (Standard Terms) is incorporated into the Service Terms of Use.

  1. DEFINITIONS. In addition to defined terms referenced elsewhere in the Service Terms, the following definitions apply to the Service Terms:
    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, used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
    2. Authorized Usersmeans Customer’s Personnel (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to the Agreement and (ii) for whom access to the Services has been purchased hereunder.
    3. “Business Day” means any day other than a Saturday, Sunday or public holiday in the United States, when banks are generally open for business.
    4. Company IP means the Services, the Documentation, and any and all other intellectual property solely owned by Company and provided to Customer or any Authorized User or Customer End User. For the avoidance of doubt, Company IP includes (i) Usage Info and any information, learnings, data, or content derived from Company’s monitoring of Customer’s (including Authorized Users’ and Customer End Users’) access to or use of the Services but does not include any applicable underlying Customer Content; and (ii) any custom elements or features developed or provided by Company.
    5. 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 Agreement.
    6. “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.
    7. Documentation means Company’s user manuals or guides relating to the Services and made available to Customer from time-to-time (see jobboard.io).
    8. “Normal Business Hours” means 9:00 am to 5:00 pm (Eastern Standard Time) on a Business Day.
    9. “PII” means personal data of Customer End Users and Customer’s Authorized Users.
    10. “Platform” means the jobboard.io Website and online hosted job board Services.
    11. “Platform Terms” means the Service and Website Terms of Use, Cookie Policy, Service Terms of Use, Privacy Policy, and other online terms, posted from time-to-time on the Platform.
    12. “Representative(s)means a party’s officers, directors, employees, contractors, agents, lawyers and consultants.
    13. 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 Company.
    14. Usage Infomeans information related to Customer’s (or its Authorized Users’ or Customer End Users’) use of the Services that is used by Company in an aggregate, de-identified, and/or anonymized (i.e., not directly personally identifiable to a specific individual data subject or directly attributable to Customer) manner, 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 PII, to the extent permitted by applicable Law.
  1. Customer Responsibilities.
    1. General. Customer is responsible for ensuring that no Customer employees, agents or contractors (“Personnel”) access or use the Services other than Authorized Users that do so for the limited purpose of obtaining for Customer, the use of the Services to which Customer is entitled. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Service Terms of Use if taken by Customer, will be deemed a breach of the Service Terms of Use by Customer. Customer shall ensure that Authorized Users are aware of the Platform Terms 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 the personnel of both Customer and the Customer End User, and their compliance with the Service Terms of Use and applicable Law, and for the User Content, Customer Content, Customer Website(s), Customer’s operation of the Job Board, and Customer Systems.
    2. Support. Customer shall be responsible for customer service and technical support for its Customer End Users.
    3. User Content. Customer shall be responsible for ensuring that all User Content posted to the Job Board complies with the requirements contained in Exhibit B (User Content Standards).
    4. Customer Account. When creating an account or uploading information to the Services, Customer shall ensure that all information submitted is accurate and complete. Customer shall be responsible for all activity that occurs under its account and shall ensure that Authorized Users keep Access Credentials secure. Customer shall immediately notify Company 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 notice. Customers have no ownership rights or proprietary interest in their accounts. Customer accounts and Authorized End User accounts are Platform Use subject to the Platform Terms.
    5. Customer Content. Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Content.
    6. 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. 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.
    7. Compliance with Applicable Laws. Customer will comply with applicable local, state, national and foreign laws, treaties, regulations and conventions (“Law(s)”) in connection with its use of the Services, including without limitation those related to data privacy, employment and labor and consumer protection.
    8. Third Party Materials and Services. In addition to Third Party Materials and Services provided by Company, Customer may offer Customer End Users additional services and materials provided by third parties (“Customer-associated Third-Party Materials and Services”), but accessed via the Services, which as between Company and Customer shall be treated hereunder as Customer activities and Customer Content for which Customer shall be solely responsible. Company, may, at any time in its reasonable discretion, disapprove or require removal of any Customer-associated Third-Party Materials and Services.
    9. Cooperation. Customer is responsible for promptly responding to all Company requests for materials, information, feedback and, if applicable, approval, and providing access to Customer Content and Customer Systems to the extent reasonably necessary for Company’s performance of the Services.
  1. Access and Use.
    1. Provision of Access. Subject to and conditioned on Customer’s payment of timely subscription fees (if applicable), and compliance with all other terms of the Service Terms of Use, Company grants Customer a revocable, non-exclusive, non-transferable right to access and use the Services, consistent with these Service Terms of Use and any instructions by Company, only for the purposes expressly authorized in the Service Terms of Use during the Subscription 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 these Service Terms of Use, or use, or permit the use of, the Platform in breach of the Platform Terms. Without limiting the generality of the foregoing, Customer shall not at any time, directly or indirectly, and shall not authorize or permit any party to: (i) copy, modify, or create derivative works of the Services or Documentation in whole or in part except as may be expressly authorized by Company 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 Service Terms of Use; (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.
    3. Reservation of Rights. Company reserves all rights not expressly granted to Customer in the Service Terms.
    4. Suspension and Changes. Notwithstanding anything to the contrary in the Service Terms of Use, the Company may temporarily suspend Customer’s and any Authorized User’s account, and/or access to any portion or all of the Services, in the event of account inactivity, or if Company reasonably suspects or determines that (i) Customer’s or any Authorized User’s or Customer End Users’ access to or use of the Services, the Platform or other Company IP, disrupts or poses a security risk to the Services, the Platform or other Company IP, or to Company or third parties; (ii) Customer, or any Authorized User, is using the Services, Platform or other Company IP for fraudulent or illegal activities, or in any manner inconsistent with the Service Terms of Use or the Platform Terms; (iii) Customer Personnel are behaving in an offensive or abusive manner towards a Company account or support person; (iv) Customer has failed to reasonably cooperate with Company or comply with Company’s reasonable request or instructions; or (v) Customer is making, or has made, excessive support demands. Company 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 Service Terms of Use, the conflicting provision of the Service Terms of Use shall prevail with regard to the Services. The Platform Terms shall survive the termination or expiration of the Subscription Term and continue to govern any Platform Use thereafter.
  1. Payments and Payment Terms.
    1. Fees. Customer shall pay Company Subscription Fees, Job Distribution Revenue Share, and other fees and costs without offset or deduction (collectively, the “Fees”).
    2. Job Distribution Revenue Share. If Customer utilizes ZipRecruiter Distribution, the applicable Job Posting Fees will be automatically split by the Payment Gateway as part of the Payment Method in the applicable percentages so that Company’s and Customer’s respective accounts are credited as part of the Job Posting Fee transaction and so Company receives its Job Distribution Revenue Share. In the event that the Job Posting Fees cannot be automatically split by the Payment Gateway, Company will at its option, either (i) charge the Customer Payment Method for its Job Distribution Revenue Share, pursuant to which, Customer authorizes Company 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 Company will cooperate to ensure such is accomplished and to rectify any issues that may arise with the Payment Gateway or otherwise.
    3. Subscription Fees. Unless otherwise stated, payment of subscription fees (“Subscription Fees”) are due on a monthly basis, and all other fees are due to Company within thirty (30) days of invoicing. Unless otherwise specified, Subscription Fees must be paid by credit and/or debit card (“Payment Method”) and such Payment Method may be requested for other payments. Customer agrees to provide Company 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 Company and/or update Company 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 Company business reasons. Pursuant to this Section 4, Customer authorizes Company to charge its Payment Method for amounts due hereunder.
    4. Unless otherwise specified in writing, all payments to Company shall be made in U.S. Dollars.
    5. Late Payments. If Customer fails to make any payment when due, without limiting Company’s other rights and remedies: (i) Company 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 Company for all costs incurred by Company in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) Company 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.
    6. Recurring Renewal Subscription Charges. Unless otherwise set forth in writing, at the time of automatic renewal (see Section 5 (a) of these Standard Terms), the applicable Subscription Fee will be charged to the Payment Method provided, together with any applicable VAT, sales, use, excise, consumption or other similar tax applicable to the Services, until termination as set forth in Section 5 (b).
    7. Taxes. Subscription Fees and other amounts payable by Customer in return for the Services, 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 Company’s net income) applicable to the Services. All fees paid by Customer are non-refundable unless otherwise expressly stated herein. If Company 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 Company upon written notice.
    8. Trials. Trial subscriptions (including free trials) are subject to the Service Terms and any applicable additional terms disclosed as part of such offer. If Customer is offered a free trial, unless otherwise expressly provided as part of the offer terms, it will automatically expire at the end of the free trial period unless Customer converts the free trial to a paid subscription or unless Customer utilizes the ZipRecruiter Distribution service.
  2. Term; Termination.
    1. Term and Auto-Renewal. The initial Job Board subscription term (following a free trial) shall commence upon the Company’s delivery of the Job Board regardless of whether Customer makes it available to Customer End Users and shall thereafter continue for thirty (30) days (“Initial Term”). Thereafter, Customer’s subscription to the Services will automatically renew for additional successive periods of thirty (30) days each (each, a “Renewal Term” and together with the Initial Term, the “Subscription Term” or “Term”), until Customer cancels its subscription prior to the end of the then-current Renewal Term by selecting ‘Cancel Subscription’ in the billing section of the admin panel, or by sending a written notice of non-renewal to [email protected],  or until the subscription is earlier terminated pursuant to the express provisions of the Service and Website Terms of Use and/or the paper Services Agreement (as applicable).
    2. Termination. In addition to any other express termination right set forth in the Service Terms of Use:
      1. Company may terminate Customer’s subscription to the Services (“Subscription”) immediately, if Customer fails to timely pay any amount when due hereunder or breaches obligations under these Service Terms.
      2. Either Party may terminate the Subscription, effective on written notice to the other party, if the other party breaches the Service Terms of Use, 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.
      3. As permitted by applicable Law, either party may terminate the Subscription, effective immediately upon written notice 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; or (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.
      4. Company may terminate the Subscription for convenience by providing written notice (which may be sent by email).
      5. If Customer is on a free trial and does not become a paid subscriber and/or utilize ZipRecruiter Distribution following the end of the free trial, the Subscription will automatically terminate.
    3. Effect of Expiration or Termination. Upon any expiration or termination of the Subscription, except as otherwise expressly provided in these Service Terms of Use: (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 7 (d) and (e) of these Standard Terms and Section 1 (a) of Exhibit B (User Content Standards), 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 Company, or at Company’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any Company Confidential Information; (iv) if Customer terminates the Subscription under Section 5 (b) (ii), or if Company terminates the Service Terms of Use under Section 5 (b) (iv), Customer will be relieved of any obligation to pay any Subscription Fees attributable to the period after the effective date of such termination and Company will refund to Customer on a pro-rata basis that portion of Subscription Fees paid in advance for Services that Company has not performed as of the effective date of termination; and (v) if Company terminates the Service Terms of Use other than under Section 5 (b) (iv), all Fees, including without limitation, Subscription Fees that would have become payable had the Subscription 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. Any provision of the Service Terms of Use that, by its nature, should survive termination or expiration of the Subscription, and any of the Platform Terms that are expressly provided herein to apply, will survive any expiration or termination of the Subscription.
  3. Representations and Warranties.
    1. Company Representations. Company represents to Customer that it will provide the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner and will devote commercially reasonably adequate resources to meet its obligations under the Service Terms of Use. For the avoidance of doubt, Company makes no representation or warranty regarding User Content, including, without limitation, Job Advertisements, resumes, curriculum vitae or any other similar written overviews of a person’s experience and qualifications, or 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 Company technology.
    2. Customer Representations. Customer represents, warrants and covenants to Company that (i) 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 Service Terms of Use, including without limitation Exhibit B (User Content Standards); (ii) 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 Company and processed or otherwise used, 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 Company, or violate any applicable Law; (iii) Customer shall be in compliance with all applicable Laws, including without limitation, those relating to data privacy and data 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; (iv) Customer will clearly and conspicuously post the Customer Terms, including without limitation, a privacy policy (that permits Customer to provide Company with PII), 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 PII with respect thereto; and (v) 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, tracking technologies, practices and pages shall comply with all applicable Laws and self-regulatory programs (e.g., the Digital Advertising Alliance (“DAA”) notice and opt-out programs) and such practices shall be consistent with Customer’s own privacy policy and other Customer Terms as posted on Customer Website(s), including the Job Board pages.
  1. Intellectual Property Ownership; Feedback.
    1. Company IP. Customer acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company 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 Service Terms of Use, Company 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 Company and Customer, all right, title, and interest in Usage Info, and all intellectual property rights therein, belong to and are retained solely by Company. Customer acknowledges that Company may compile Usage Info based on Customer Content input into the Services or otherwise provided to Company. Customer agrees that Company 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 Company and Customer, Customer owns Customer Content. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license (with the right to sublicense) to reproduce, distribute, modify and otherwise use and display the Customer Content and perform all acts with respect to the Customer Content as may be necessary for Company 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, create derivative works of, and otherwise use and display, and otherwise exploit, Customer Content incorporated within the Usage Info. In addition, Customer grants Company 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 1(a) of Exhibit B (User Content Standards).
    5. Feedback. If Customer, or any of its Personnel or Customer End Users, sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Company is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Company 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 Company 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 Company is not required to use any Feedback.
  1. COMPANY WARRANTY DISCLAIMER. The following applies to the fullest extent not prohibited by applicable Law: THE COMPANY IP, THE SERVICES, THIRD PARTY MATERIALS AND SERVICES, USER CONTENT (INCLUDING, WITHOUT LIMITATION, 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 SERVICE TERMS OF USE, ARE PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE BASIS’, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATED THERETO. COMPANY 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. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY IP, USER 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, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. CUSTOMER AGREES THAT COMPANY IS AN ONLINE SERVICE PROVIDER WHICH ACTS AS a passive conduit for the distribution, provision, and publication of THIRD PARTY GENERATED User Content, and has no obligation to screen or verify the accuracy, legality, legitimacy, truthfulness, or completeness of SUCH User Content, and accordingly, CUSTOMER ACCEPTS that Company is not responsible and has no liability, for User Content. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED OR OBTAINED AT CUSTOMER’S OWN RISK.
  2. Limitations of Liability. The following applies to the fullest extent not prohibited by applicable Law: IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THE SERVICE TERMS OF USE 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 COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE TERMS OF USE, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO COMPANY UNDER THE SERVICE TERMS OF USE FOR A SUBSCRIPTION 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.
  3. 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 Company’s option, defend Company from and against any losses, damages, liabilities and costs incurred by Customer (“Losses”) arising out of or resulting from any third party claim, suit, action or proceeding (“Third-Party Claim”) (a) that the Customer Content, or any use of the Customer Content in accordance with the Service Terms of Use, or the Customer Website(s), Customer Systems, Customer Ad and Data Practices, or Customer-associated Third Party Material and Services infringes or misappropriates such third party’s intellectual property or other rights, (b) any matter expressly designated as a Customer responsibility under the Service Terms of Use; 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 Service Terms of Use; (iii) breach of the Service Terms of Use including a failure to comply with applicable Laws; (iv) publication or distribution (including via Company) 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 Company or authorized by Company in writing, provided that Customer may not settle any Third-Party Claim against Company unless Company consents to such settlement, and further provided that Company 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.
  4. 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 Service Terms of Use, for any failure or delay in fulfilling or performing any term of the Service Terms of Use (except for any obligations to make payments to Company 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 “ForceMajeure 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 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 Service Terms of Use if such failure or delay continues for a period of thirty (30) days or more. Unless the Service Terms of Use is terminated in accordance with this Section 11 (a), the Subscription Term shall be automatically extended by a period equal to the period of suspension.
    2. Severability. If any provision of the Service Terms of Use is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Service Terms of Use 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 Service Terms of Use 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.
    3. Governing Law; Arbitration. The following applies to the extent not prohibited by applicable Law: The Service Terms of Use 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 this Service Terms of Use 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 11 (c) 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 Company 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 Company 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 confidentiality.
    4. No Third Party Beneficiaries. No person or entity not a party to the Service Terms of Use will be deemed to be a third party beneficiary of the Service Terms of Use or any provision hereof.
    5. Further Assurances. Customer shall, from time to time, at the request of Company, promptly furnish Company 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 Service Terms of Use.
    6. Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of the Service Terms of Use 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 11 (f), Customer is limited to claims for money damages.
    7. Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Company, which consent shall not be unreasonably withheld, conditioned, or delayed. 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 Service Terms of Use is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    8. Export Regulation. The Services utilize software and technology that may be subject to US export control laws, 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 Laws 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.
    9. 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 Service Terms of Use or the subject matter hereof, or the relationship with the Company, without the prior written approval of the Company’s legal department. Any use by Customer of Company’s name, logo, marks, and materials shall be subject to Company’s guidelines and instructions from time to time. Company is entitled to identify Customer as a client of the Company in promotional and marketing materials and on Company’s websites. In addition, Customer grants to Company a non-exclusive, worldwide, royalty-free license to use the Customer’s tradename/corporate name and the Customer’s logo, on the Company’s websites and mobile applications, and in advertising and marketing materials related to the promotion of the Company’s services and products. If requested by Company, Customer shall include a prominently appearing “Powered by ZipRecruiter” credit, along with Company-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.
    10. Relationship. Nothing contained in the Service Terms of Use 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 Service Terms of Use, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other party.
    11. 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.

EXHIBIT B

USER CONTENT STANDARDS

This Exhibit B (User Content Standards) applies to Customer Content and User Content on the Job Board or available through the Job Board, and are made a part of the Service Terms of Use:

  1. USER CONTENT
    1. License Grant. Customer expressly grants, and represents that it has a right to grant, to Company and its affiliates and service providers, and each of their, and Company’s, respective licensees, successors, and assigns, the right to a world-wide, royalty free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties User Content for any purpose and/or incorporate such material into any form, medium or technology throughout the world, or create derivative works of or otherwise exploit the User Content, without compensation to Customer or the provider of the User Content. Customer accepts that Customer, and not Company, is fully responsible for User Content, including, without limitation, all Job Advertisements, and Customer is fully responsible and legally liable including to any third party for such content and its accuracy.
    2. DMCA. Customer shall at all times maintain and operate a Digital Millennium Copyright Act (“DMCA”) compliant User Content notice and takedown program that qualifies the Customer Website(s) and applicable Customer Systems, including the Job Board, for DMCA safe harbor protection. In addition, Company is entitled to apply its own DMCA program and protection to its Services and if Company so requests, Customer will provide a link thereto from the Job Board portion of the Customer Website in a place and manner mutually agreed by the Parties. Customer acknowledges that in operating its own DMCA program, that Company is entitled to remove any allegedly infringing content from the Services.
    3. No Obligation to Screen or Remove Content. Company neither actively monitors nor screens User Content, the Job Board, or the Services nor exercises editorial control over the content of any material created or accessible over or through the Services, including User Content. However, Company reserves the right to remove any materials that, in Company’s sole discretion, may be illegal, may subject Company to liability, may violate the Service Terms of Use or the Platform Terms, are subject to removal under Company’s own DMCA program, or are, in the sole discretion of Company, inconsistent with Company’s purpose for the Services.
    4. No Expectation of Confidentiality. User Content will not be subject to any confidentiality by the Company.
  2. USER CONTENT STANDARDS
    1. Content Standards – General. Customer shall be responsible for ensuring that User Content and Customer Content complies with applicable federal, state, local, and international Laws, applicable industry self-regulatory standards (e.g., the DAA) and the then applicable terms of the Service Terms of Use (collectively, the “Content Standards”). Without limiting and in addition to the foregoing, User Content must not: (i) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable Laws; (v) be likely to deceive any person; (vi) promote any illegal activity, or advocate, promote, or assist any unlawful act; (vii) give the impression that the Customer Website(s), Customer Systems, User Content, Customer Content, Customer-associated Third Party Materials and Services or Customer Ads and Data Practices emanate(s) from or are endorsed by Company; (viii) involve, provide or contribute any false, inaccurate or misleading information; or (ix) transmit, or procure the sending of (A) any advertisements or promotions, commercial activities or sales that are not Job Advertisements and/or (B) “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation.
    2. Content Standards –Job Advertisements. Customer agrees that it shall be responsible for ensuring that User Content and Customer Content submitted by Customer and Customer End Users: (i) complies with applicable local, national and international Laws, including but not limited to Laws relating to anti-discrimination, labor and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property; (ii) do not contain any job requirement or criterion that discriminates on the basis of national origin or other protected class; (iii) do not require citizenship of any particular country or lawful permanent residence in a country as a condition of employment, unless otherwise required in order to comply with applicable Law, legal order, or government contract; (iv) represent a real and current employment opportunity; (v) do not contain personal information and do not contain the names, logos or trademarks of persons or companies unaffiliated with Customer End User; (vi) do not contain outdated, inaccurate, false, or misleading information; (vii) do not contain content or links to content that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under the age of 13; (viii) do not include any screening requirement or criterion where such requirement or criterion is not an actual and legitimate requirement of the job; (ix) do not sell, promote or advertise products or services; and (x) do not contain any franchise, pyramid scheme, “club membership”, distributorship or sales representative agency arrangement or other business opportunity which requires an upfront or periodic payment, pays commissions only (except for postings that make clear that the available job pays commission only and clearly describes the product or service that the job seeker would be selling, in which case such advertisements are permissible), or requires recruitment of other members, sub-distributors or sub-agents.

EXHIBIT C

JOB ALERT TERMS

  1. THIRD PARTY SERVICES. Customer understands and accepts that the email delivery platform (“Third Party Email Services”) utilized to deliver Emails to Registered Customer End Users, is provided by third party service providers (“Third Party Providers”). Each Third Party Provider retains all right, title and interest in and to all Third Party Email 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 these Job Alert Terms as to the Third Party Email Services provided by the Third Party Provider and will have all rights necessary to enforce these Job Alert Terms against Customer in the case of any breach of those terms.
  2. LICENSE. Where Emails to Registered Customer End Users are branded with Customer’s trademarks or logos (“Customer Intellectual Property”), Customer hereby grants to Company and its Third Party Providers, a perpetual, irrevocable, non-exclusive license to use the Customer Intellectual Property in the content of Emails sent to Registered Customer End Users. Customer will not provide any Customer Intellectual Property that: (a) infringes, misappropriates or violates any intellectual property or other rights of any third-party; (b) is defamatory, harmful to minors, obscene or child pornographic; (c) contains any viruses or programming routines intended to damage the services or any software, hardware or other technology used to provide the services or surreptitiously intercept or expropriate any data or information; or (d) is false, misleading or inaccurate. The Company and its Third Party Providers may take remedial action if any Customer Intellectual Property violates these Job Alert Terms; however, the Company and its Third Party Providers are under no obligation to review Customer Intellectual Property for accuracy, compliance or potential liability.
  3. DATA. The Company and its Third Party Providers will have the right to collect, extract, compile, synthesize, and analyze data and information resulting from or relating to delivery of Emails and the actions of job seekers that open Emails, click on hyperlinks in Emails or Job Advertisements and/or snippets of Job Advertisements contained in Emails (“Service Data”). Any non-personal Service Data collected by Company 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 laws and confidentiality obligations.
  4. DISCLAIMERS. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CONTENT OF JOB ADVERTISEMENTS OR ANY OTHER THIRD-PARTY GENERATED CONTENT OR THIRD PARTY EMAIL SERVICES. CUSTOMER ACCEPTS THAT THE COMPANY ACTS AS A PASSIVE CONDUIT FOR THE ONLINE DISTRIBUTION AND PUBLICATION OF THIRD-PARTY GENERATED CONTENT, INCLUDING, WITHOUT LIMITATION, JOB ADVERTISEMENTS AND HAS NO OBLIGATION TO SCREEN SUCH CONTENT. THE COMPANY DOES NOT WARRANT THAT THIRD PARTY GENERATED CONTENT WILL BE ACCURATE, RELIABLE, COMPLETE, COMPLIANT WITH LAWS, NON-INFRINGING, UNINTERRUPTED OR ERROR FREE. ACCORDINGLY, THE COMPANY (I) IS NOT RESPONSIBLE FOR, AND DOES NOT ENDORSE, ANY SUCH CONTENT; (II) MAKES NO GUARANTEES ABOUT THE ACCURACY, SUITABILITY, LEGALITY, RELIABILITY OR QUALITY OF THE INFORMATION CONTAINED IN SUCH CONTENT; AND (III) IS NOT RESPONSIBLE FOR OBJECTIONABLE, INFRINGING, INACCURATE, MISLEADING, OR UNLAWFUL CONTENT CONTAINED WITHIN ANY SUCH CONTENT. ALL THIRD PARTY EMAIL 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 EMAIL SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY. NO THIRD PARTY PROVIDER WILL HAVE ANY LIABILITY UNDER THESE JOB ALERT TERMS OR OTHERWISE IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THESE JOB ALERT TERMS (INCLUDING THIRD PARTY EMAIL SERVICES). IN JURISDICTIONS WHERE THE FOREGOING LIMITATION OF LIABILITY IS NOT PERMITTED, THE LIABILITY OF ANY PARTY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  5. REPRESENTATIONS; WARRANTIES. Customer represents and warrants that: (i) Customer will clearly describe to Customer End Users 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 Services to send Emails to the Registered Customer End Users; (ii) Customer will obtain express consent from intended Registered Customer End Users to transfer their Recipient Data (defined below) to the Company, and Customer will maintain all necessary valid consents required to enable such Recipient Data to be lawfully collected, processed, and shared by the Company for the purpose of sending Emails to intended Registered Customer End Users on Customer’s behalf; (iii) Customer will comply with data protection, electronic communication, and privacy laws that apply to the United States and the countries where the intended Registered Customer End Users are located; (iv) Customer has collected, stored, used, and transferred Recipient Data in compliance with all applicable data protection laws 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 laws; (vi) Recipient Data is accurate and up-to-date at the time of delivery to the Company and Customer shall immediately notify the Company 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 the Company (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 these Job Alert Terms, “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” under the EU General Data Protection Regulation 2016/679 (“GDPR“), the Data Protection Act 2018, or any other applicable law relating to privacy and data protection; (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 laws 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 laws to enable the Company and the Third Party Providers to deploy cookies and similar tracking technologies lawfully on the devices of Registered Customer End Users. For the purposes of these Job Alert Terms, the terms “personal data”, “processing” and “data subject” have the same meanings as those given to them in the GDPR and the UK Data Protection Act 2018. In the event that the Company discovers that Customer has violated any provision of this Section 5, the Company reserves the right to suspend the provision of Services to Customer including the sending of Emails and/or terminate the Service Terms of Use immediately and/or require Customer to sign additional agreements and/or amendments to these Job Alert Terms to address any violation.
  6. DISCLOSURES. Customer accepts that Company will share information about the Services provided under the Service Terms of Use and/or about Customer and its representatives (a) with a data subject whose personal data was provided by Customer to Company; (b) with a Data Protection Supervisory Authority; (c) with any third-party dispute resolution body; (d) with any government agency or law enforcement agency; (e) in response to any enquiries regarding Emails sent to Customer End Users; and (f) with Third-Party Providers. In addition, Company reserves the right to respond to any data subject access requests from Customer End Users, and/or alternatively, direct such Customer End Users to Customer so that Customer can respond to such requests. Customer accepts that with respect to Recipient Data and personal data collected as a result of the delivery of Emails, Customer is the data controller and the Company is the data processor.
  7. RECIPIENT DATA. Customer shall only provide the following data about Customer End Users who have consented to receive Emails: email address, name, job preference, location preference (“Recipient Data”).
  8. DATA SUBJECT REQUESTS. Customer acknowledges and accepts that Customer is the data controller and Company is the data processor. During the Term, if Company receives a request from a Customer End User in relation to his or her personal data, Company reserves the right to respond to the Customer End User and also request that the Customer End User submit their question and/or request to Customer directly and in either case, Customer will be responsible for responding to any such request. Pursuant to the foregoing, Customer accepts that Company may provide a Customer End User with pertinent information about Customer including, without limitation, how and from whom Company received the personal data of the Customer End User, the identity of Customer, and the name and contact of Customer’s representative.
  9. EMAIL DISCLOSURES. Customer will provide Company 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 laws in the United States and that of the jurisdiction of the Customer End User.
  10. INDEMNIFICATION. Customer shall defend (at Company’s option) and indemnify and hold harmless Company and its subsidiaries and their respective officers, directors, employees, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all losses, damages, fines, penalties, liabilities, costs (including reasonable attorneys’ fees), compensation paid to data subjects (including compensation to protect goodwill and ex gratia payments) (“Losses“) incurred by Company and/or the Indemnified Parties and resulting from any third-party claim, suit, action, or proceeding and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority (“Third-Party Claim“) arising from (a) Customer’s breach of any provision of these Job Alert Terms; (b) Recipient Data or Emails; (c) Customer’s failure to comply with applicable Laws; or (d) Customer’s intentional or willful misconduct, or negligence.
  11. EMAIL REVENUE SHARE.
    1. Revenue Share. The Company will pay Customer fifty percent (50%) of ‘Collected Revenues’ (defined below), received from its clients (“Alerts Revenues”), and resulting from clicks by human Registered Customer End Users on paid job-related hypertext links in job advertisements sent in Emails to Registered Customer End Users (“Paid Alerts Clicks”), where such Paid Alerts Clicks take the Registered Customer End Users to a webpage containing the applicable job description (“Email Revenue Share”). Customer accepts that (i) no Email Revenue Share will be paid for fraudulent and/or artificial clicks or impressions, as determined by the Company in its sole discretion, or for transactions generated by Customer or by a third-party acting on Customer’s behalf; (ii) the Company may request a refund of any Email Revenue Share paid to Customer or withhold sums from the next Email Revenue Share payment due to Customer, in the event of a Payment Error (defined below); (iii) the cost of email delivery to a Registered Customer End User will first be debited from the Email Revenue Share; and (iv) the cost of email delivery to Registered Customer End Users will be debited from the Email Revenue Share (“Email Cost”). Subject to the foregoing, “Collected Alerts Revenues” means gross revenues actually collected by the Company directly in connection with Alerts Revenues after taking into account any standard and commercially reasonable discounts, returns and credits provided by or otherwise incurred by the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, elect to pay an Email Revenue Share in the absence of Collected Alert Revenues (“Uncollected Alerts Revenues”).
    2. Payment Error. Notwithstanding anything to the contrary herein, in the event of any Payment Error (defined below), the amount of Email Revenue Share applicable to the Payment Error shall, at the option of the Company, either be refunded to the Company by Customer within 30 days of a request by the Company or deducted from the next Email Revenue Share payment to Customer. A ‘Payment Error’ shall be deemed to have occurred in the following circumstances (“Payment Error”): (i) if, with respect to Collected Alerts Revenues or Uncollected Alerts Revenues, an Email Revenue Share was made in error, or the amount of the Email Revenue Share was incorrect, or Company is required to return any Collected Alerts Revenues; or (ii) if, with respect to Uncollected Alerts Revenues, the Company does receive Alerts Revenues within a reasonable time in the Company’s sole discretion.
    3. Payment Terms. Subject to Section 11 (a) and (b) of these Job Alert Terms, the Company shall pay Customer an Email Revenue Share with respect to Collected Alerts Revenues from Paid Alerts Clicks in any month (the “Subject Month”) on or before the fortieth (40th) day after the last day of the Subject Month, provided, however, that the amount owing to Customer is at least one hundred US dollars ($100). If the amount owing is less than $100, the balance will carry over to subsequent months until such time that the month-end balance is at least one hundred US dollars ($100). Notwithstanding the foregoing, Customer may request payment for amounts less than $100 by submitting a request to [email protected] containing the following information associated with its account: Customer’s full legal name, physical address, and the name and title of a contact together with the contact’s email address and telephone number. Upon receipt of such request, Company shall attempt to verify the identity of the requestor and notify Customer if the request has been accepted. Upon termination of the Service Terms of Use, the Company shall pay accrued Email Revenue Share to Customer within 40 days of such termination. 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.

EXHIBIT D

BACKFILL TERMS

  1. BACKFILL LICENSE. The Company grants to Customer a limited, non-exclusive, revocable, non-transferable, non-sublicensable license, to place Backfill Job Ads on the Job Board. If requested by the Company, Customer agrees to include a clear attribution hypertext link (“Link”) to the Company Website(s) or third party website(s), as designated by the Company to Customer from time-to-time. The Company shall determine the form and placement of the Link. Customer shall not modify, edit, or make derivative works of any Backfill Job Ads, nor sell, lease, distribute, transfer, sublicense or otherwise provide any such Backfill Job Ads to a third party. Customer shall immediately remove or take down any Backfill Job Ads if requested to do so by the Company. Upon termination of the Service Terms of Use, all rights and licenses granted will terminate immediately, and Customer will remove and/or take down, from the Customer Website and the Job Board, all Backfill Job Ads, insertion codes, widgets and other material and content supplied by the Company.
  2. BACKFILL REVENUE SHARE
    1. Revenue Share. Unless otherwise expressly specified in writing, the Company will pay Customer fifty percent (50%) of ‘Collected Revenues’ (defined below), with respect to applicable ‘client revenues’ (“Backfill Revenues”), received by Company and resulting from clicks by natural or human Customer End Users on paid job-related hypertext links in Backfill Job Ads (“Paid Backfill Clicks”), where such Paid Backfill Clicks takes the Customer End User to a webpage containing the applicable job description (“Backfill Revenue Share”). Customer accepts and agrees that (i) not all hypertext links will be paid listings, and accordingly, not all clicks will result in a Backfill Revenue Share; (ii) no Backfill Revenue Share will be paid for fraudulent and/or artificial clicks or impressions, as determined by the Company in its sole discretion, or for transactions generated by Customer or by a third-party acting on Customer’s behalf; and (iii) the Company may request a refund of any Backfill Revenue Share paid to Customer or withhold sums from the next Backfill Revenue Share payment due to Customer, in the event of a Payment Error (defined below). Subject to the foregoing, “Collected Backfill Revenues” means gross revenues actually collected by the Company directly in connection with Backfill Revenues after taking into account any standard and commercially reasonable discounts, returns and credits provided by or otherwise incurred by the Company. Notwithstanding the foregoing, the Company may, in its sole discretion, elect to pay a Backfill Revenue Share in the absence of Collected Backfill Revenues (“Uncollected Backfill Revenues”).
    2. Payment Errors. The Company may request a refund of a previously made Backfill Revenue Share payment or withhold sums from the next Backfill Revenue Share payment due Customer in the following circumstances (collectively, “Payment Error”):
      1. If, with respect to Collected Revenues or Uncollected Revenues, a Backfill Revenue Share payment was made in error or the amount of the Backfill Revenue Share payment was incorrect; or
      2. If, with respect to Uncollected Revenues, (A) the Company does not receive the applicable Backfill Revenues; or (B) the Company is required to return the applicable Backfill Revenues; in such event, the amount of Backfill Revenue Share applicable to the Payment Error shall, at the option of the Company, either be refunded to the Company by Customer within 30 days of a request by the Company or deducted from the next Backfill Revenue Share payment to Customer.
    3. Payment of Revenue Share. During the term of the Service Terms of Use and subject to Section 2 (a) and 2 (b) of the Backfill Terms, the Company shall pay Customer the Backfill Revenue Share with respect to applicable Backfill Revenues from any month (the “Subject Month”) on or before the fortieth (40th) day after the last day of the Subject Month, provided, however, that the amount owing to Customer is at least one hundred US dollars ($100). If the amount owing is less than $100, the balance will carry over to subsequent months until such time that the month-end balance is at least one hundred US dollars ($100). Notwithstanding the foregoing, Customer may request payment for amounts less than $100 by submitting a request to [email protected] containing the following information associated with its account: Customer’s full legal name, physical address, and the name and title of a contact together with the contact’s email address and telephone number. Upon receipt of such request, the Company shall attempt to verify the identity of the requestor and notify Customer if the request has been accepted. Upon termination of the Service Terms of Use, the Company shall pay accrued Backfill Revenue Share to Customer within 40 days of such termination.
    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.
  3. GENERAL DISCLOSURES. Customer accepts that the Company will share information about the Services provided to Customer and/or about Customer and its representatives (a) with a Customer End User; (b) with a Data Protection Supervisory Authority; (c) with any third-party dispute resolution body; (d) with any government agency or law enforcement agency; and/or (e) with any other party in defense of any claims.