PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THESE "TERMS") CAREFULLY. BY ACCESSING OR USING THE SERVICE (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE TO THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING OR USING SERVICE.

These Terms form a binding agreement between InsidersReferral.com, Inc. DBA Jobs2Careers, a California corporation located at 6433 Champion Grandview Way, Building II Suite 100, Austin, TX 78750 ("Jobs2Careers", "we" or "us") and the individual or entity that accesses or uses the Service ("Customer"). If you are an individual accepting these Terms on behalf of an entity that is the Customer, you represent and warrant that you have the authority to bind Customer to these Terms.

THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN SECTION 15 THAT AFFECTS YOUR RIGHTS WITH RESPECT TO ANY DISPUTES. PLEASE BE SURE THAT YOU UNDERSTAND AND AGREE TO THOSE CONDITIONS BEFORE YOU USE THE SERVICE.

1. Service Description.

These Terms govern Customer's access to and use of Jobs2Careers' programs and services (i) that are accessible through Customer's account ("Account") or (ii) that reference or are referenced by these Terms (collectively, the "Service"). Customer's use of the Service may also be subject to additional policies and requirements that may be posted through the Service or otherwise made available to Customer ("Policies"). All such Policies are incorporated by reference into the Terms. In the event of any inconsistency between the Terms and any Policy, the terms in the Policy will control, but solely to the extent of the inconsistency.

The Service is used to aggregate, format and post Customer's job postings, including all text, content, Customer marks and logos, graphics and other materials ("Job Postings") on websites owned or controlled by Jobs2Careers and on third-party ("Marketplace Partner") websites. Jobs2Careers and its Marketplace Partners may place Job Postings in, on or through any website, SMS, app, service, e-mail newsletter or other similar property or service (each a "Property") operated by Jobs2Careers or the Marketplace Partners, and Job Postings and other Customer Content (as defined below) may be shared by Jobs2Careers or job applicants through social media channels. All Job Postings are subject to acceptance by Jobs2Careers and any Job Posting may be refused by Jobs2Careers for any reason or no reason, at its sole discretion. A Job Posting will be considered accepted only once Jobs2Careers places the Job Posting on a Property. Jobs2Careers may remove any Job Posting at any time for any reason or no reason, at its discretion. The positioning and distribution of Job Postings are based on Jobs2Careers' proprietary algorithm that may take into account such factors as job quality and/or relevance.

Customer may create a Customer-branded company page (the "Company Page") to host its Job Postings, corporate profiles, and other materials (collectively "Customer Content"), which can be managed through the Dashboard. The Dashboard, and all Job Postings, are and at all times shall remain subject to these Terms.

2. Dashboard.

Jobs2Careers will provide Customer with access to an account dashboard through which Customer may monitor its Job Postings and set or adjust certain parameters (the "Dashboard"). The Dashboard is provided at Jobs2Careers' sole discretion, and may be revised, altered or discontinued at any time, with or without notice. Applicable job applicant information will be made available through the Dashboard. Customer is responsible for checking the Dashboard regularly, and for setting any desired notifications.

3. Prohibited Uses.

Customer will not, and will not permit any third party to (i) conceal applicant conversion rates where such rates are required to be disclosed; (ii) use any automated means or forms of scraping or data extraction to access, query or otherwise collect Jobs2Careers-related information from any Property except as expressly permitted by Jobs2Careers; or (iii) post any content or Job Postings that are illegal or obscene, violate Jobs2Careers' applicable policies, or are otherwise prohibited by law or regulation, including any regulations or requirements of the Department of Labor or the Equal Employment Opportunity Commission, or under applicable labor and employment laws. Customer will direct communications regarding any Job Postings on appearing on Marketplace Partner Properties to Jobs2Careers.

4. Job Posting Submission.

Customer is solely responsible for the Job Postings provided to Jobs2Careers. Customer shall submit Job Postings via the Dashboard. Jobs2Careers may (at Jobs2Careers' sole discretion) modify the job title, job description, industry categorization, targeting industries for the purpose of attempting to improve Job Posting quality, performance or applicability.

5. Intellectual Property and Licenses.

By posting Customer Content, Customer grants to Jobs2Careers a non-exclusive, worldwide, perpetual, sublicensable (through multiple levels), fully-paid license to use, perform, reproduce, display, transmit, modify (including creation of derivative works) and distribute the Customer Content (including each element thereof) for the purposes of providing the Service and exercising its rights.

Subject to the terms and conditions of these Terms, Jobs2Careers grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, personal, revocable license to use the Service. Customer may not reproduce, modify, distribute, lease or sell the Service or any part thereof, nor reverse engineer or otherwise attempt to access or determine the source code of the Service or any part thereof, nor may Customer alter, remove or obscure any notices included on or within the Service.

Except as expressly provided in these Terms, neither party will acquire any right, title or interest in or to any intellectual property or other proprietary rights of the other party or such party's suppliers or licensors.

In the event Customer receives a job applicant's information, profile, curriculum vitae, resume or similar document(s) or information (collectively all such information, a "Resume"), such Resume shall be treated as strictly confidential, and used only internally at Customer for evaluating the particular job applicant for the position(s) requested by such job applicant.

Customer shall implement physical, technical and administrative controls to ensure that no Resume, or any content thereof, is accessed by (or accessible to ) any person not expressly authorized hereunder. If at any time Customer believes that any unauthorized party may have accessed any Resume or any contents thereof (a "Security Breach"), Customer shall immediately terminate any such access and immediately notify Jobs2Careers. In the event of a Security Breach, Customer shall (i) promptly investigate and take steps to remediate the Security Breach, (ii) timely provide sufficient information for Jobs2Careers to provide appropriate notification to any impacted individuals (or, at Jobs2Careers' request, provide such notification in a form and format approved by Jobs2Careers), and (iii) be responsible for all costs incurred by Jobs2Careers with respect to such Security Breach. Without limiting the foregoing, Customer shall fully cooperate with Jobs2Careers in connection with such Security Breach and shall not, without Jobs2Careers' written consent, notify any third party (including affected individuals) regarding a Security Breach.

6. Pricing and Payment.

In general, Jobs2Careers offers its Services on a cost-per-applicant ("CPA") basis, based on reported numbers by Jobs2Careers as displayed in Customer's Dashboard. For a CPA campaign or offering, Customer will be charged for every job application that Customer receives as recorded by the Jobs2Careers system. Pricing CPA campaigns may vary. Current prices and pricing options can be accessed through the Dashboard. In addition, Jobs2Careers may make available direct messaging (to job applicants) and/or Resume access functionality, for which additional charges will apply.

In certain cases, Job2Careers may offer different pricing options than those described above. Please review the information made available through the Dashboard.

IF CUSTOMER DOES NOT SPECIFY A BUDGET CAP, CUSTOMER WILL BE RESPONSIBLE FOR PAYING FOR ALL THE CLICKS OR APPLICATIONS, AS APPLICABLE, IN CONNECTION WITH CUSTOMER'S JOB POSTING(S).

Unless otherwise agreed in writing, Customer will be charged automatically on the credit card on file for all fees and other costs incurred in connection with the Service, in accordance with Jobs2Careers' then-current policy. The fees and costs are exclusive of taxes, and such taxes may be added to the applicable credit card charge. Customer agrees to pay (i) all taxes and other government charges and (ii) all reasonable expenses and attorneys' fees Jobs2Careers incurs in collecting late payments. Customer may not offset any payment due under these Terms against any other amounts. Jobs2Careers may, in its sole discretion, extend, revise or revoke credit at any time. Jobs2Careers may also put a pre-authorization or hold on any credit card used for recurring payment or payment in arrears in an amount equal to the expected charge. Jobs2Careers is not obligated to deliver any specific number or quantity of clicks, impressions or job applicants.

7. Term; Suspension and Termination.

These Terms shall become effective upon the earlier of Customer's agreement to these Terms or Customer's first use of any Service.

In the event of a material breach of these Terms or any Policy by Customer, Jobs2Careers may, at its discretion, immediately suspend or terminate (i) Customer's right to access and use the Service and/or Account, and/or (ii) any or all of Customer's Job Postings, without notice or cure period, and without liability or any obligation of Jobs2Careers to provide any refund of fees paid by Customer for any Job Posting(s). Customer may cancel any Job Posting at any time through the Dashboard, and may terminate these Terms by canceling all Job Postings of Customer then being displayed on the Site, and such cancellation or termination of any Job Posting(s) or these Terms, as applicable, will become effective approximately forty-eight (48) hours after receipt of such cancellation. Sections 5, 6, 7, 9, 10, 11, 15, 16 and 17 of these Terms will survive any termination or expiration of these Terms.

8. No Performance or Quality Guarantee.

Jobs2Careers makes no guarantee with respect to the quality or suitability of the job applicants for any Job Posting or the rate at which the Job Posting will result in actual applications.

9. Warranty Disclaimers.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. JOBS2CAREERS WILL NOT BE LIABLE FOR ANY FAILURE TO PUBLISH OR DISPLAY ANY JOB POSTINGS IN ACCORDANCE WITH ANY DESIRED START DATE OR END DATE, FOR ANY ERRORS OR INACCURACIES IN ANY JOB POSTINGS (REGARDLESS OF WHETHER INTRODUCED BY JOBS2CAREERS OR ANY OTHER SOURCE), OR ANY OTHER FAILURE, TECHNICAL OR OTHERWISE. JOBS2CAREERS RESERVES THE RIGHT WITHOUT PRIOR NOTICE TO DISCONTINUE OR CHANGE THE SPECIFICATIONS OF THE SERVICE. USE OF THE SERVICE IS AT CUSTOMER'S OWN RISK. JOBS2CAREERS DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. JOBS2CAREERS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR- FREE, OR SECURE, THAT ITS SYSTEMS WILL NOT BE BREACHED, OR THAT ANY DEFECTS WILL BE CORRECTED EVEN IF JOBS2CAREERS IS MADE AWARE OF THEM, NOR DOES JOBS2CAREERS WARRANT OR GUARANTEE ANY SPECIFIC QUANTITY OR NUMBER OF CLICKS, IMPRESSIONS OR JOB APPLICANTS.

10. Limitation of Liability.

IN NO EVENT SHALL JOBS2CAREERS, ITS LICENSORS OR MARKETPLACE PARTNERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES, OR LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF JOBS2CAREERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JOBS2CAREERS', ITS LICENSORS' AND MARKETPLACE PARTNERS' AGGREGATE LIABILITY FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY JOBS2CAREERS FROM CUSTOMER FOR THE JOB POSTING GIVING RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES THAT JOBS2CAREERS HAS ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THE SAME IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

11. Customer's Representations; Indemnification.

Customer represents and warrants to Jobs2Careers that (i) Customer holds all necessary rights to permit the use of the Customer Content by Jobs2Careers for the purpose of these Terms and Customer's use of the Service; (ii) each Job Posting is for a bona fide employment position (and Customer will not post any fraudulent, misleading, fake, or deceptive Job Posting or other Customer Content); (iii) Customer is the owner of, or is licensed or otherwise authorized to use the entire content of all Customer Content, including, but not limited to any intellectual property and other personal or proprietary rights incorporated therein; (iv) any testimonials or endorsements, however characterized, are accurate and true, reflect the honest views of those providing them, and are otherwise in full compliance with all applicable laws, rules, regulations, guides and industry codes, including, but not limited to , the FTC Endorsement Guides and all regulations or requirements of the Department of Labor or the Equal Employment Opportunity Commission, or any applicable labor and employment law; and (v) the use, reproduction, modification, distribution, transmission, and display of all Customer Content, any material to which users can link through the Customer Content, and any products, services, employment opportunities, or information made available to users through the Customer Content, will not (a) violate any laws, rules, regulations, guides or applicable industry codes, (b) violate any rights of or cause any harm or injury to any person or entity, or (c) contain any material that is unlawful or otherwise objectionable (as determined by Jobs2Careers in its sole discretion), including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, rule, regulation, guide or applicable industry code.

To the fullest extent permitted by applicable law, Customer agrees to indemnify, defend, and hold harmless Jobs2Careers, the Marketplace Partners, and each of their respective affiliates, officers, directors, employees, representatives and agents from and against any and all claims, liabilities, damages, costs and expenses (including legal fees and expenses, including any incurred in enforcement of this provision) arising from or relating to the Customer Content, Customer's use of the Service, or Customer's breach of any term or condition of these Terms.

12. Copyrighted Content.

Materials may be made available via the Service by third parties not within our control. We are under no obligation to, and do not, scan content used in connection with the Service for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party's copyright to remain on the Service.

Anyone who believes that any materials on the Service infringe a copyright, should provide us with written notice that at a minimum contains:

  • (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • (iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • (v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

All DMCA notices should be sent to our designated agent as follows:

Copyright Compliance Department
Jobs2Careers
6433 Champion Grandview Way
Building II, Suite 100
Austin, TX 78750
Phone: 512-7170630
Email: dmca@jobs2careers.com

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.

13. Modifications.

Jobs2Careers is constantly developing and improving the Service, and we may add, remove or alter features and functionality of the Service from time to time. Jobs2Careers reserves the right to update or modify these Terms at any time without prior notice, and such changes will be effective upon the earlier of (i) Customer's first use of the Service after posting of such change, or (ii) 30 days from posting of such change. Any revisions to these Terms will be posted through the Service. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.

14. Construction.

Subject to the foregoing in this Section, no term or condition other than those set forth in these Terms shall be binding on Jobs2Careers unless in writing signed by a duly authorized representative of each party. In the event of any inconsistency between these Terms and any content or information set forth on the Service (including in any online form contained on the Service), these Terms shall control. These Terms constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. Jobs2Careers will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to these Terms (whether or not it would materially alter these Terms) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Jobs2Careers specifically agrees to such provision in writing such writing is executed by an authorized agent of Jobs2Careers.

15. Governing Law; Dispute Resolution and Binding Arbitration.

Any controversy or claim arising out of or relating to the Service or these Terms, or breach thereof, including disputes with respect to whether the subject matter of any controversy or claim is within the scope of the Terms, will be governed by and construed in accordance with the laws of the State of Texas, excluding its choice of law rules and will be settled by binding confidential arbitration in Austin, Texas under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and administered by the AAA. The parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to these Terms. All arbitration proceedings will be conducted in English. Such arbitration will have one (1) neutral arbitrator if the amount in controversy is less than one million dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, ii) an individual with at least five (5) years of experience as an arbitrator, and iii) on the roster of neutrals of the AAA or similar nationally recognized alternative dispute resolution organization. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, each party shall select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by the parties are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA. Notwithstanding this arbitration provision, Jobs2Careers may seek emergency, temporary, or preliminary injunctive relief from a competent court of law or equity pending the final ruling of the arbitrator(s), without any requirement to post bond, to prevent irreparable harm arising from any unlawful acts by Customer. Neither party will participate in a class action or class-wide arbitration for any claims covered by these Terms. Any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated or representative action. IF FOR ANY REASON AN ACTION, SUIT, CLAIM OR PROCEEDING PROCEEDS IN COURT RATHER THAN IN AN ARBITRATION, (I) SUCH ACTION, SUIT, CLAIM OR PROCEEDING SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICATION OF THE FEDERAL OR STATE COURTS, AS APPLICABLE, SITTING IN TRAVIS COUNTY, TEXAS AND EACH PARTY WAIVES ANY CLAIM OF INCONVENIENT FORUM, AND (II) EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS OR THE SERVICE.

16. Miscellaneous.

Jobs2Careers may provide Customer with notices by e-mail, regular mail or postings on the Service, and Customer agrees to electronic delivery of all such notices. If notice is provided by e-mail, notice will be deemed given twenty-four hours after e-mail is sent, unless Jobs2Careers is notified that the e-mail address is invalid. If notice is provided by posting through the Service, then notice will be deemed given upon such posting. Alternatively, Jobs2Careers may, at its discretion, give Customer legal notice by mail to a postal address, if provided by Customer through the Service. All notices to Jobs2Careers shall be sent to the following address: 6433 Champion Grandview Way, Building II Suite 100, Austin, TX 78750. Except as otherwise specified expressly in these Terms, all notices to Jobs2Careers must be delivered by facsimile or nationally-recognized express delivery service and will be deemed given upon receipt. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. Jobs2Careers may utilize subcontractors or other third parties to perform its obligations related to these Terms or the Services so long as Jobs2Careers remains responsible for such obligations. Customer may not assign these Terms, nor its rights or obligations hereunder, by operation of law or otherwise, without Jobs2Careers'prior written consent. Jobs2Careers may assign these Terms, and any of its rights or obligations hereunder, without Customer's consent or notice to Customer. Any assignment in violation of the foregoing shall be null and void. Subject to the terms of this Section, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns. If any provision contained in these Terms is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of these Terms will remain in full force and effect.

17. Non-Disparagement.

Customer shall not publicly, in written or oral statements or materials, depict Jobs2Careers or the Service in a manner that could reasonably be perceived as negative, derogatory or detrimental to the brands, name, reputation or trademarks of Jobs2Careers or the Service; provided, however, that the foregoing shall not limit or preclude Customer's legal rights to make purely factual statements regarding Jobs2Careers or the Service, nor limit Customer's rights pursuant to Section 15.

18. Contact Us.

Any questions or concerns about these Terms, should be directed to services@jobs2careers.com or by mail to: Jobs2Careers, 6433 Champion Grandview Way, Building II Suite 100, Austin, TX 78750.

Last Updated: August 22, 2017