Terms and conditions
This agreement (the “Agreement”) between the SmartRecruiters customer identified on the applicable Order (“Customer”) and SmartRecruiters Inc. (“SmartRecruiters”) sets out the terms and conditions applicable to the Customer’s use of the services provided by SmartRecruiters (the “Services”). Capitalized terms not otherwise defined herein will have the meanings set forth in Section 12 below.
Subscribers to a paid plan are governed by the following Terms and Conditions.
1. Provision of the Services by SmartRecruiters
1.1 The Services provided by SmartRecruiters to the Customer shall be specified in one or more order forms (each, an “Order“).
1.2 Customer must ensure that a valid Order properly covers its use of the Services at all times. In the event that use or size of Customer exceeds the amount specified in the Order, Customer will be responsible for upgrading Customer’s subscription at the next renewal period as specified in Customer’s Order(s).
1.3 Availability of Services is governed by the terms of the Service Level Agreement, the terms of which are incorporated herein by reference.
2. Fees, Invoicing and Payment
2.1 Customer agrees to pay SmartRecruiters all fees set forth in each Order. All Fees will be billed as indicated in each Order, or, if no billing schedule is included, within thirty (30) days of the date of the invoice sent by SmartRecruiters. If Customer has specified a credit card or direct withdrawal from a bank account as an applicable payment mechanism under this Agreement, Customer authorizes SmartRecruiters to charge the credit card or debit the bank account provided to SmartRecruiters for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to SmartRecruiters (including upon any termination or suspension of this Agreement). Until paid in full, all past due Fees not subject to a good faith dispute will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law. SmartRecruiters may change any portion of the Fees by notifying Customer via email or through the Services of the change, such changes to take effect at the beginning of the next period of this Agreement. If SmartRecruiters requires use of collection agencies, attorneys, or courts of law for collection on Customer’s account, Customer will be responsible for those expenses. Customer will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement. SmartRecruiters may condition provision or renewal of Services upon payment of past-due fees.
3. Term and Termination
3.1 This Agreement starts on the date of execution of the Order and remains in effect as long as an Order is in effect under this Agreement (“Term”). Except as otherwise specified in the Order, subscriptions in an Order will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of nonrenewal at least thirty (30) days before the end of the relevant subscription term. At that time, Customer authorizes SmartRecruiters to collect the applicable subscription fees, allowing SmartRecruiters to use any valid payment source of yours that SmartRecruiters has on record.
3.2 Either party may terminate this Agreement immediately upon written notice in the event that the other party materially breaches the Agreement and thereafter: (a) in the case of material breach resulting from non-payment of amounts due hereunder, has failed to pay such amounts within ten (10) days after receiving written notice thereof; or (b) has failed to cure any other material breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating party) within thirty (30) days after receiving written notice thereof.
3.3 Upon termination or expiration of this Agreement for any reason: (a) all rights and subscriptions granted to Customer under this Agreement will terminate; (b) Customer will immediately cease all use of and access to the Services; (c) all Fees then owed by Customer will become immediately due and payable; (d) SmartRecruiters may delete any of Customer’s content held by SmartRecruiters within thirty (30) days after the date of termination. If customer requests their data, SmartRecruiters will provide to Customer their data in an importable format within that thirty (30) day time window for their future usage. Customer agrees and acknowledges that SmartRecruiters may delete such Customer Content, at any time on or after the thirty-first (31st) day following termination. SmartRecruiters reserves the right to withhold access to Customer Content for Customer’s non-payment or violation of any applicable law.
3.4 If Customer fails to pay undisputed amounts in accordance with this Agreement or, if and as necessary to protect the Candidate Content or Customer Content in the event of a threat to the security of the Services, SmartRecruiters will have the right, in addition to any of its other rights or remedies, to immediately suspend the provision of the Services to Customer or any particular User without liability to Customer until such amounts are paid in full or such breach is cured (in SmartRecruiters’ sole discretion), as applicable. In addition, Customer acknowledges that SmartRecruiters reserves the right to remove Candidate Content from the Services without liability to Customer without prior notice to Customer if SmartRecruiters reasonably believes such removal is necessary to comply with applicable laws.
4. Access Grant and Restrictions
4.1 Subject to the terms and conditions of the Agreement, SmartRecruiters grants Customer a non-exclusive, non-transferable right to permit Users to do the following solely for the purposes of locating and hiring potential employees for Customer: (a) access the features and functions of the Services ordered under an Order solely for Customer’s internal business purposes during the Term; and (b) view, download, reproduce, and print Job & Candidate Content made available to Customer through the Services. Customer shall undertake reasonable efforts to make all Users aware of the provisions of this Section 4. SmartRecruiters may suspend access for any User who violates this Agreement.
4.2 Customer agrees that Customer will not: (a) permit any third party to access and/or use the Service, other than the Users authorized under the Agreement or in the case of API access granted by a third party; (b) rent, lease, loan, or sell access to the Services to any third party; (c) interfere with, disrupt, alter, translate, or modify the Services or any part thereof, or create an undue burden on the Services or the networks or services connected to the Service (d) reverse engineer, decompile, disassemble or otherwise attempt to obtain or perceive the source code from which any software component of the Services are compiled or interpreted, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such code; (e) access the Services in order to build or create a derivative, competitive or similar product or service or copy any ideas, features, functions or graphics of the Services; or (f) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip or mine data from the Services.
4.3 Customer agrees not to attempt to access any of the Services by any means other than through the interface that is provided by SmartRecruiters nor to engage in any activity that interferes with or disrupts the Services or infringes on SmartRecruiters’ and/or its 3rd party vendors’ brand or intellectual property. Customer will use the Services and all Candidate Content in conformance with all applicable laws. In addition, Customer agrees not to use, or encourage or permit others to use, the Services to: (a) stalk and/or harass another; (b) harm minors in any way; (c) impersonate any person or entity, or falsely state or otherwise misrepresent Customer’s affiliation with a person or entity; (d) forge headers or otherwise manipulate identifiers to disguise the origin of any Content posted on or transmitted through the Service; (e) use the Services or Content such that it will mislead a third party into believing that he or she is interacting directly with SmartRecruiters or the Service; (f) engage in any chain letters contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise); (g) access or use the Services in any manner that could damage, disable, overburden or impair any SmartRecruiters server or the networks connected to any SmartRecruiters server; (h) harvest, collect, gather or assemble information or data regarding other users without their consent; or (i) market any goods or services for any business purposes (including advertising and making offers to buy or sell goods or services), unless specifically allowed to do so by SmartRecruiters.
4.4 Customer will ensure that each username and password issued to a User will be used only by that User. Customer is responsible for maintaining the confidentiality of all Users’ usernames and passwords, and is solely responsible for all activities that occur under these usernames. Customer agrees (a) not to allow a third party to use Customer’s account, usernames or passwords at any time; and (b) to notify SmartRecruiters promptly of any actual or suspected unauthorized use of Customer’s account, usernames or passwords, or any other breach or suspected breach of the Agreement. SmartRecruiters reserves the right to terminate any username and password, which SmartRecruiters reasonably determines may have been used by an unauthorized third party or for an unlawful purpose.
4.5 SmartRecruiters will: (a) provide the Services substantially in accordance with the Order and any applicable documentation; (b) implement and maintain backup, security and business continuity measures, in accordance with industry practices, in order to maintain the security and integrity of the Services and Customer Content; and (c) comply with all applicable federal, state, county, and municipal, statutes, laws, ordinances, and regulations relating to this Agreement.
5. Add-on Services
5.1. The Services is pre-integrated with a number of third party add-on services. These add-on services are provided by third party vendors. When the Customer purchases such services through the SmartRecruiters platform, the terms and conditions of those vendors apply to the Customer. The Customer is urged to review such terms and conditions before purchasing or otherwise accessing any such add-on services. Such terms and conditions, and not this Agreement, will govern Customer’s use of such add-on services. SmartRecruiters cannot and does not take any responsibility for, nor makes any warrant on behalf of, such add-on services. If a provider of third party add-on services ceases to make them or any data or functions therein available for interoperation with the Services on reasonable terms, SmartRecruiters may cease providing those features without entitling Customer to any refund, credit, or other compensation (except for a refund of third-party services purchased in the situation where Customer has pre-bought third party services that are no longer available). Customer acknowledges that any services or credits purchased on the SmartRecruiters platform will expire 1-year from the date of purchase of said credit or service. In addition, Customer agrees and acknowledges that the third party provider may change or amend its guidelines or functionality and/or the Services’ interface with it at any time, and SmartRecruiters will not be liable to the extent any resulting issue is outside SmartRecruiters’ reasonable control. Per Customer’s request, SmartRecruiters may act on Customer’s behalf to procure add-on services.
6. Customer Content
6.1 Customer grants SmartRecruiters a non-exclusive, worldwide, royalty-free and fully paid license to: (a) use, reformat, display, modify and create derivative works of the Customer Content as necessary, for purposes of providing the Services (including, where applicable, sharing and providing such Customer Content with Candidates & Employees) and exercising its rights hereunder; and (b) use Customer’s trademarks, service marks, and logos to provide the Services to Customer and the Candidates. All rights in and to the Customer Content not expressly granted to SmartRecruiters in this Agreement are reserved by Customer. As between the Parties, Customer retains all right, title and interest in and to the Customer Content, and SmartRecruiters acknowledges that it neither owns nor acquires any additional rights in and to the Customer Content not expressly granted by this Agreement. SmartRecruiters further acknowledges that Customer retains the right to use the Customer Content for any purpose in Customer’s sole discretion.
6.2 Customer shall be responsible for and assumes the risk, responsibility and expense of: (i) any problems resulting from, the accuracy, quality, integrity, legality, reliability, and appropriateness of all such Customer Content; and (ii) acquiring, installing and maintaining all connectivity equipment, hardware, software and other equipment as may be necessary for it and its Users to connect to, access, and use the Service.
6.3 Customer acknowledges and agrees that Individuals control certain Personal Data and SmartRecruiters’ use thereof, and may have certain rights in such Personal Data (as opposed to Customer or SmartRecruiters having such rights), notwithstanding anything to the contrary in this Agreement. Nothing in this Agreement will limit SmartRecruiters’ right to use such Personal Data.
6.4 SmartRecruiters reserves the right to collect, compile, synthesize, and analyze information and data on how the Services is used by Customer and its Users and reserves the right to disclose to and share such information and data with customers and third parties in an anonymous and aggregated form at its discretion (“Aggregate Data”). For the sake of clarity, Aggregate Data will not identify Customer or any Users. To the extent that any Aggregate Data is collected by SmartRecruiters, it will be solely owned by SmartRecruiters and may be used by SmartRecruiters for any lawful purpose, provided that SmartRecruiters agrees to comply with applicable privacy and other laws and regulations respecting the dissemination and use of such Aggregate Data.
6.5. Each party agrees to: (a) use the Confidential Information of the other party only for the purposes described and as permitted herein; and (b) restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement. The foregoing provision will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (2) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
7. Disclaimers and Limitation of Liability
7.1 THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT IS MADE FOR CUSTOMER’S BENEFIT ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL PROFESSIONAL SERVICES ARE PROVIDED “AS IS,” AND SMARTRECRUITERS MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICE (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY SMARTRECRUITERS. SMARTRECRUITERS DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SERVICE SHALL BE UNINTERRUPTED OR ERROR-FREE.
7.2 TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES OR COSTS DUE TO LOSS OF PROFITS, DATA, USE OR GOODWILL, PERSONAL OR PROPERTY DAMAGE RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. UNLESS OTHERWISE SPECIFIED, IN NO EVENT SHALL SMARTRECRUITERS BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
7.3 Unless otherwise specified, the liability of SmartRecruiters to the Customer under or in relation to the subject matter of this Agreement and related Orders shall be limited to the fees paid by the Customer under the applicable Order for the then-current subscription year, regardless of whether such liability arises from a material breach of contract, tort or breach of statutory duty.
7.4 The parties agree that the limitations of liability set forth in this section shall survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and this Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
8.1 SmartRecruiters will defend at its expense any suit brought against Customer, and will pay any settlement SmartRecruiters makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the Services misappropriates any trade secret recognized under the Uniform Trade Secrets Act or infringes any United States copyright. If any portion of the Services becomes, or in SmartRecruiters’ opinion is likely to become, the subject of a claim of infringement, SmartRecruiters may, at SmartRecruiters’ option: (a) procure for Customer the right to continue using the Services; (b) replace the Services with non-infringing Services which do not materially impair the functionality of the Services; (c) modify the Services so that it becomes non-infringing; or (d) terminate the Services and refund any fees actually paid by Customer to SmartRecruiters for the remainder of the subscription period then in effect, and upon such termination, Customer will immediately cease all use of the Services. Notwithstanding the foregoing, SmartRecruiters shall have no obligation under this section or otherwise with respect to any infringement claim based upon (y) any use of the Services not in accordance with this Agreement or the Documentation; or (z) Customer Content. This subsection states Customer’s sole and exclusive remedy for infringement claims and actions.
8.2 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the following: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
9. Intellectual Property
The Services and all intellectual property rights in the Services, the SmartRecruiters Content and any of the SmartRecruiters’ proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, technologies, designs and other tangible or intangible technical material or information made available to Customer by SmartRecruiters in providing the Services (the “SmartRecruiters Technology”) is the exclusive property of SmartRecruiters or its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services or the SmartRecruiters Technology, or any part thereof, including any right to obtain possession of any source code, data or other technical material relating to the SmartRecruiters Technology. All rights not expressly granted to Customer are reserved to SmartRecruiters. Ownership of all work product, developments, inventions, technology or materials provided by SmartRecruiters under this Agreement will be solely owned by SmartRecruiters. SmartRecruiters, in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer or Users to SmartRecruiters in connection with thee Services (all such comments and suggestions, collectively, “Feedback”). Customer hereby grants SmartRecruiters a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback into SmartRecruiters products and services.
10. Professional Services
10.1. Customer may ask and SmartRecruiters may provide professional services (“Professional Services”) to assist with the implementation, training and integration of the Services. Ownership of all work product created as part of the Professional Services will be considered SmartRecruiters Technology.
10.2. Unless otherwise specified, Professional Services are charged on a time and material basis at the applicable daily rate in the location and at the time of order.
10.3. Daily rates correspond to an eight (8) hours workday. Travel time is charged at half time.
10.4. Travel and out-of-pocket expenses incurred during the course of providing Professional Services shall be charged back to the Customer at cost. Any travel costs exceeding five hundred dollars ($500) shall be approved in advance by the Customer.
10.5 SmartRecruiters will perform the Professional Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. If Customer notifies SmartRecruiters of a breach of the Professional Services, SmartRecruiters will re-perform the nonconforming portion of the Professional Services. The foregoing constitutes Customer’s sole and exclusive remedy for any breach of warranty.
11. General Terms
11.1. This Agreement, including any Order, constitutes the entire agreement between the Customer and SmartRecruiters and governs the Customer’s use of the Services. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Unless otherwise specified herein: (i) the word “including” means “including but not limited to”; and (ii) any reference to days will mean calendar days.
11.2. This Agreement will be governed by the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The Customer and SmartRecruiters agree to submit to the exclusive jurisdiction of the courts of the State of Delaware to resolve any legal matter arising from this Agreement.
11.3. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
11.4 SmartRecruiters may publicly refer to Customer, including on SmartRecruiters’ website and in sales presentations, as a SmartRecruiters customer and may use Customer’s logo for such purposes. Similarly, Customer may publicly refer to itself as a customer of SmartRecruiters. Each party hereby grants the other a limited, worldwide license to use the other’s logo in conformance with such party’s trademark usage guidelines and solely for the purposes of fulfilling its obligations hereunder and as set forth in this Section 6.1. SmartRecruiters may also issue a press release announcing the relationship with Customer.
11.5 Each of the 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/or “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Services with only those rights set forth herein.
11.6 Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. This Agreement shall be binding upon the parties and their respective successors and permitted assigns.
11.7 Customer’s relationship to SmartRecruiters is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of SmartRecruiters.
11.8 Customer is responsible for updating Customer’s data to provide SmartRecruiters with Customer’s most current email address. In the event that the last email address Customer have provided to SmartRecruiters is not valid, or for any reason is not capable of delivering to Customer any notices required by this Agreement, SmartRecruiters’ dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described on the notice. Any notice provided to SmartRecruiters pursuant to this Agreement should be sent to SmartRecruiters, Inc., 56 Tehama Street, San Francisco, CA 94105, Attn: Chief Executive Officer. You agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing
“Individual” means any individual, candidate, employee or referrer, who leverages their own Personal Data (usually social network related information) to assist in the sourcing of Candidates or applies or is sourced as a potential applicant to jobs or companies hosted on the SmartRecruiters platform.
“Confidential Information” means any non-public material or information relating to a party which it discloses or makes available to the other party under the Agreement that such disclosing party treats as proprietary or confidential, unless otherwise set forth herein.
“Content” means any and all content, information, data, images, photos, video, sound, notes, works of authorship, articles, or other materials.
“Customer Content” means any Content provided, imported or uploaded to the Services by Customer or Users or on Customer’s behalf.
“SmartRecruiters Site” means the website located at www.samrtrecruiters.com and any other URLs owned or operated by SmartRecruiters and designated by SmartRecruiters for use hereunder.
“Users” means Customer’s employees, consultants and representatives who are authorized to utilize the Services and who are provided with access to the Services by virtue of a password or the equivalent thereof.
Those Customers not subscribed to a paid plan are governed by the following Terms and Conditions.
1. Provision of the Services by SmartRecruiters
1.1 The Services are provided “as is.” SmartRecruiters makes no warranty with respect to the quality or availability of the Services. SmartRecruiters may change the form and nature of the Services from time to time at its sole discretion and without prior notice to the Customer.
1.2 The Customer may stop using the Services at any time without notice. SmartRecruiters may terminate the Services at any time and at its sole discretion upon one-month notice to the Customer, during which time the Customer may request and obtain a copy of any data currently stored by the Customer in SmartRecruiters. any data transmitted by the Customer to SmartRecruiters over the course Customer’s use of the Services.
2. Fair usage
2.1. SmartRecruiters provides a recruiting software (the “Software”) which may only be used for the purposes of recruiting individuals for real jobs in real organizations. The Customer may not use the Services to advertise fake jobs; collect resumes and applicant data for any purpose other than hiring for real job openings; promote products and services, self-employment, work-from-home opportunities, or commissions-only positions; nor for any other use inconsistent with any applicable law, regulation or generally accepted recruiting practices or guidelines. The Customer understands that access to the Customer’s account may be restricted should the Customer be found to be in violation of any of these Terms and Conditions.
2.2. SmartRecruiters does not currently place a limit on data storage or usage, but may do so in the future at its sole discretion. The Customer should not seek to store more data on SmartRecruiters than is reasonably required for normal recruiting efforts.
2.3. SmartRecruiters believes in a world where hiring is fast, fair, social, open, easy. The Customer is discouraged from using the Services in a manner inconsistent with these values. In particular, SmartRecruiters abhors any form of discrimination in the hiring process.
2.4. Customer agrees not to attempt to access any of the Services by any means other than through the interface that is provided by SmartRecruiters nor to engage in any activity that interferes with or disrupts the Services or infringes on SmartRecruiters’ and/or its 3rd party vendors’ brand or intellectual property.
3. Add-on Services
3.1. SmartRecruiters is pre-integrated with a number of third party add-on services. These add-on services are provided by third party vendors. When the Customer purchases such services through the SmartRecruiters platform, the terms and conditions of those vendors apply to the Customer. The Customer is urged to review such terms and conditions before purchasing or otherwise accessing any such add-on services. SmartRecruiters cannot and does not take any responsibility for, nor makes any warrant on behalf of, such add-on services.
4. Data Privacy
5. Limitation of Liability
5.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMARTRECRUITERS, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, 3rd PARTY VENDORS, OR LICENSORS BE LIABLE FOR:
5.1.1. ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICES;
5.1.2. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY THE Customer AS A RESULT OF:
– ANY RELIANCE PLACED BY THE Customer ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN THE Customer AND ANY PROVIDER OF ADD-ON SERVICES;
– ANY CHANGES WHICH SMARTRECRUITERS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
– THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH THE Customer’S USE OF THE SERVICES;
5.2. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SMARTRECRUITERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
5.3. The liability of SmartRecruiters to the Customer under or in relation to the subject matter of this Areement and related Orders shall be limited to the fees paid by the Customer in the last 12 months, regardless of whether such liability arises from a material breach of contract, tort or breach of statutory duty.
6. Intellectual Property
6.1. SmartRecruiters grants to the Customer a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to the Customer by SmartRecruiters and its 3rd party vendors as part of the Services. This license is for the sole purpose of enabling the Customer to use and enjoy the benefit of the Services as provided by SmartRecruiters, in the manner permitted by these Terms and Conditions.
6.2. The Customer may not copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, nor may the Customer permit anyone else to do so. This same limitation applies to the software and services of SmartRecruiters’ 3rd party vendors.
6.3. Unless the Customer has agreed otherwise in writing with SmartRecruiters, nothing in the Terms and Conditions gives the Customer a right to use any of SmartRecruiters or its 3rd party vendors’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.
6.4 Customer RECOGNIZES THAT A VIOLATION OF ANY OF THE RESTRICTIONS AND LIMITATIONS PLACED ON IT BY THE TERMS OF THIS SECTION (INTELLECTUAL PROPERTY) MAY RESULT IN SUBSTANTIAL LEGAL FINES AND OTHER REMEDIES SOUGHT BY SMARTRECURITERS OR ITS 3RD PARTY VENDORS AS PERMITTED D BY THE FULLEST EXTENT OF THE LAW IN THE APPLICABLE JURISDICTION.
7. General Terms
7.1. These Terms and Conditions constitute the entire agreement between the Customer and SmartRecruiters and govern the Customer’s use of the Services. SmartRecruiters may make changes to the Terms and Conditions from time to time. The Customer’s use of the Services after the date of the changes constitutes acceptance of the updated Terms and Conditions.
7.2. The Terms and Conditions, and the Customer’s relationship with SmartRecruiters under the Terms and Conditions, shall be governed by the laws of the State of Delaware. The Customer and SmartRecruiters agree to submit to the exclusive jurisdiction of the courts of the State of Delaware to resolve any legal matter arising from the Terms and Conditions.
7.3. Neither party will be required to comply with any obligation under this Agreement if such compliance is impeded by any event of force majeure as hereinafter defined. Events of force majeure shall mean an event which is beyond the control of the affected party and which such party could not anticipate or mitigate by means of insurance, contingency planning or any other prudent means. Notwithstanding the foregoing, if either party is affected by an event of force majeure it shall take all reasonable steps to minimise the impact of the force majeure event on the other party and to reduce the period of the impact of the force majeure event to the minimum.