CONNECTIFIER TERMS OF USE AGREEMENT

This Connectifier Terms of Use Agreement (“ToU”) govern any ordering document executed by the customer identified in that ordering document (“Customer”) and the Connectifier company identified in that ordering document (“Connectifier”). This ToU, the applicable ordering document, and any other incorporated terms, comprise the complete understanding between the parties on the subject matter (“Agreement”).

  1. ORDERING AND PROVISION OF THE SERVICE

  1. Service. Customer may access and use the Connectifier subscription service offered via Connectifier’s website, and related downloads, (together, “Service”), to the extent and for the term stated in the ordering document or free trial period. Customer’s use of the Service via paid subscription or free trial is subject to this ToU and the Connectifier Privacy Policy.

  1. Affiliates. Customer may allow its Affiliates to access and use the Service only if Customer is fully liable for its Affiliates’ use of the Service and compliance with the Agreement. “Affiliate” means an entity that controls, is controlled by, or is under common control with, a party. Customer may allow its Affiliates to purchase the Service under the terms of this ToU only if Customer informs Connectifier in writing of the specific Affiliate authorized to make a purchase (“Authorized Affiliate”). If an Authorized Affiliate executes an ordering document under the terms of this ToU, that Authorized Affiliate will be (a) deemed a “Customer” for that purchase only; and (b) jointly and severally liable with Customer for its use of the Service and compliance with the Agreement.

  1. Payment. Customer will pay the fees for the Service stated in the ordering document within 30 calendar days after receipt of Connectifier’s invoice, unless otherwise stated in the ordering document, subject to approved line of credit. If credit card payment is available, Connectifier will charge Customer’s credit card upon receipt of the credit card information and also upon renewals. Customer’s purchases are non-cancelable and payment for the Service is non-refundable, except as otherwise stated in this ToU. Customer will maintain complete and accurate billing and contact information with Connectifier.  

  1. Taxes. Customer will pay or reimburse Connectifier for all federal, state, and local taxes, including sales, use, gross receipts, VAT, GST, or similar transaction taxes imposed on Customer’s purchase of the Service, unless Customer provides Connectifier with a valid tax exemption certificate.  All taxes payable by Customer will be separately stated and exclusive of the fees.  Customer will have no liability for taxes that are statutorily imposed on Connectifier including taxes or fees measured by Connectifier’s net or gross income. 

  1. RESPONSIBILITIES

  1. Use of the Service. Only Customer-designated employees and contractors (each, a “Customer User”) are authorized to use the Service. Customer will only use the Service for recruiting purposes to recruit United States-based candidates to fulfill open job requisitions located within the United States. Customer and Customer’s Users must be located in the United States. Customer will use the Service solely for Customer’s internal use and will not provide access to the Service to any third party, except as otherwise permitted in the Agreement. Customer will notify Connectifier immediately upon learning of any unauthorized use of the Service or any other breach of security relating to the Service. Customer (a) will designate in writing one Customer User for each seat it purchases; (b) will promptly provide to and maintain with Connectifier accurate contact information for each Customer User; and (c) will not, and will not permit a Customer User to, share a Customer User’s access to the Service with any other individual. In the event a Customer User ceases employment, takes any type of leave or vacation, or transfers work function, Customer may transfer the Customer User's seat to a different Customer User. Connectifier reserves the right to limit the number of transfers of each seat. Connectifier may, in its sole discretion, change, modify, upgrade or discontinue any aspect or feature of the Service in whole or in part.  

Customer and Customer Users may not (i) copy or reproduce profile or other data by automated means (including crawlers, plugins, or other scraping mechanisms),  (ii) rent, lease, loan, trade, sell, or re-sell access to the Service or any related information or data, (iii) override any security feature of the Service, (iv) use the Service to harass, abuse, or harm others, or (v) use the Service to violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights, or other proprietary rights.  Customer shall only use the Service in a manner that complies with any and all applicable laws in the jurisdictions in which Customer uses the Service.

  1. User Contacts.  The Service allows Customer Users to upload email addresses and other contact information (“User Content”) by linking an email and contacts account with the Service.  By uploading User Content, Customer and Customer Users allow (i) Connectifier to use that User Content to operate and improve the Service and (ii) other Connectifier users to view and share the User Content.

  1. License to Connectifier.  By using the Service, Customer and Customer Users, grant to Connectifier a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, publish, distribute, and make derivative works from content and data uploaded to the Service.

  1. End User License.  The Connectifier Auto Search browser extension (the “Software”) may be downloaded in connection with the use of the Service.   Upon downloading the Software, and during the term of this Agreement, Connectifier grants Customer a non-exclusive, non-transferable license to use the Software for recruiting purposes subject to the terms of the ToU.  Title, ownership and all rights (including without limitation intellectual property rights) in and to the Software shall remain with Connectifier.  Customer may not create derivative works of the Software, use the Software for any purpose other than as described herein, reproduce the Software in a manner inconsistent with this provision or the ToU, sell, assign, license, disclose, distribute or otherwise transfer or make available the Software or any copies of the Software in any form to third parties, alter, translate, decompile, reverse assemble or reverse engineer the Software, or attempt to do any of the foregoing, or remove or alter any proprietary notices or marks on the Software, except to the extent any such prohibition is not permitted by applicable law.  

The Software is provided with restricted rights.  Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs (c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software - Restricted Rights), as applicable.  

  1. Handling of Personal Data. If Customer uploads or otherwise provides Connectifier with Personal Data (defined below) in connection with its use of the Service (“Customer Personal Data”), then Connectifier, in providing the Service, processes Customer Personal Data on behalf of Customer. Customer is the controller of Customer Personal Data and Connectifier will process Customer Personal Data (i) in accordance with applicable Data Protection Laws (defined in section 2.3); (ii) in compliance with the written instructions received from Customer including, as applicable, sub-processing as necessary; and (iii) only for the purpose of providing, supporting and improving the Service, using appropriate technical and organizational security measures. “Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b) can be combined with other information that is linked to a specific individual to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual. 

  1. Compliance with Laws. The parties will comply with all applicable international, federal, state, provincial and local laws relating to (a) corruption practice, bribery, and acts contrary to the public administration including the US Foreign Corrupt Practices Act of 1977, 15 U.S.C. § 78dd-1, et seq.; (b) discrimination against employees or job applicants based on race, color, religion, sex, national origin, veteran status or disability. and (c) the privacy, confidentiality, security and protection of Personal Data including the EU Data Protection Directive 95/46/EC as amended and as implemented in the various European Economic Area countries or any similar and applicable legislation enacted outside of the European Economic Area and security breach notification laws (“Data Protection Laws”).

  1. CONFIDENTIAL INFORMATION

  1. Definition. “Confidential Information” means any information disclosed under the Agreement that (a) if tangible, is clearly marked as “Confidential” or with a similar designation; (b) if intangible, is identified as “Confidential” by discloser at time of disclosure and confirmed in writing to recipient as being Confidential Information; or (c) from the relevant circumstances should reasonably be known by recipient to be confidential (e.g. pricing, non-public Personal Data, etc.).

  1. Exclusions. Confidential Information does not include any portion of the information that recipient can prove (a) was rightfully known to recipient before receipt from discloser; (b) was generally known to the public on the Effective Date; (c) becomes generally known to the public after the Effective Date, through no fault of recipient; (d) was received by recipient from a third party without any confidentiality obligation; or (e) was independently developed by recipient without breach of this section 3.

  1. Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information solely to fulfill its obligations under the Agreement; (b) protect Confidential Information using the same degree of care it uses to protect its own confidential information of a like nature, but in no event less than a reasonable degree of care; (c) not disclose Confidential Information to any third party except (1) to Affiliates or employees, consultants, and agents who (i) have a need to know it in order to carry out their obligations under the Agreement, and (ii) are under written confidentiality and non-use obligations at least as restrictive as those stated in this ToU or (2) as required by law; and (d) not modify, reverse engineer, decompile, create other works from, or disassemble any Confidential Information, to the extent applicable, unless authorized in writing by discloser.

  1. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP. No right, title or interest in any intellectual property right transfers to the other party, except for the limited rights stated in the Agreement. Customer is not obligated to provide Connectifier or its Affiliates with any suggestions, enhancement requests, or other feedback about the Service or related technology. However, if Customer does provide any feedback to Connectifier, Connectifier may use and modify it without any restriction or payment.

  1. TERM AND TERMINATION

  1. Term. This ToU is effective on the date the first ordering document is executed by Customer and Connectifier (“Effective Date”) and remains in effect until terminated.

  1. Termination and Suspension. Either party may terminate this ToU or an ordering document if the other party materially breaches the Agreement and fails to cure the breach within 30 days after receiving notice of the breach. Connectifier may suspend Customer’s access to the Service if Customer is in breach of the Agreement and the suspension will continue for as long as reasonably necessary for Customer to remedy the breach. If all ordering documents under this ToU have expired or been terminated, then either party may terminate this ToU for convenience by providing written notice to the other party.  

  1. Effect of Termination. Termination of this ToU or an ordering document will not relieve Customer from its obligation to pay Connectifier any fees stated in an ordering document. If Customer terminates this ToU or an ordering document because of Connectifier’s uncured material breach, Connectifier will refund a pro-rata share of any pre-paid fees under the applicable ordering document. Customer will notify Customer Users that their access to the Service has terminated. Termination of an ordering document does not terminate this ToU; however, termination of this ToU will result in the immediate termination of all ordering documents. The provisions of this ToU that by their nature extend beyond the termination of this ToU will survive termination of this ToU. 

  1. NO WARRANTY. The Service is provided “as is”. Connectifier makes no representation or warranty about the Service including any representation that the Service will be uninterrupted, error-free, accurate, or that it will meet your requirements. To the fullest extent permitted under applicable law, Connectifier disclaims any implied or statutory warranty, including any implied warranty of title, non-infringement, merchantability or fitness for a particular purpose.

  1. THIRD-PARTY INDEMNIFICATION

  1. Indemnification. Connectifier will defend and indemnify Customer, its Affiliates, and their respective directors, officers and employees from and against all third party claims to the extent resulting from or alleged to have resulted from (a) the Service’ infringement of a third party’s intellectual property right; or (b) Connectifier’s material breach of the Agreement. Customer will defend and indemnify Connectifier, its Affiliates, and their respective directors, officers and employees from and against all third party claims to the extent resulting from or alleged to have resulted from (y) the infringement of a third party’s intellectual property right by any content, data or other information uploaded into Connectifier’s system or otherwise provided by Customer; or (z) Customer’s material breach of the Agreement.

  1. Indemnification Procedures. Each party will notify the other in writing of any third party claim. The indemnifying party will (a) control the defense of the claim; and (b) obtain the other party’s prior written approval of the indemnifying party’s settlement or compromise of a claim. The indemnified party will (y) not unreasonably withhold or delay its approval of the request for settlement or compromise; and  (z) assist and cooperate in the defense as reasonably requested by the indemnifying party at the indemnifying party’s expense.  

  1. LIMITATION OF LIABILITY

  1. Damages Waiver. To the fullest extent permitted by law, neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for lost profits or lost business opportunities, loss of data, or any indirect, incidental, consequential, special or punitive damages.

  1. Liability Cap. Neither party, including its respective Affiliates, will be liable to the other in connection with the Agreement for an amount that exceeds the total fees paid or payable to Connectifier during the 12-month period before the event giving rise to the liability. Subject to section 8.3 (b), Connectifier will not be liable for any unauthorized third party access to Customer’s content, data, programs, information, network, or systems.

  1. Exclusions. The limitations of liability stated in sections 8.1 and 8.2, do not apply to a party’s (a) confidentiality or indemnification obligations; (b) liability for fraud, gross negligence or intentional misconduct; (c) liability for death or personal injury; or (d) violation of the other party’s intellectual property.

  1. GOVERNING LAW. The Agreement is governed by the laws of the State of California and any action or proceeding related to the Agreement will be brought in a federal court in the Northern District of California. Each party irrevocably submits to the jurisdiction and venue of the applicable courts. The prevailing party in any litigation may seek to recover its legal fees and costs.

  1. MISCELLANEOUS. If a conflict exists between this TOU and the ordering document, the terms in this ToU will govern. The parties will provide notices in writing and deliver them by commercial overnight courier to the address of the other party stated on the ordering document, unless otherwise stated in the Agreement. Notices are effective on the date of delivery as indicated in the records of the courier. The Agreement does not create a partnership, agency relationship, or joint venture between the parties. Neither party has the power or authority to bind the other or to create any obligation or responsibility on behalf of the other. Under no circumstances will any employee of one party be deemed to be the employee of the other. Neither party will assign this ToU or an ordering document in whole or in part without the other party’s prior written consent (which consent will not be unreasonably denied, delayed or conditioned), except an assignment to an Affiliate or a successor that is not a competitor of the non-assigning party, made in connection with a merger or sale of all or substantially all of a party’s assets or stock. Any attempted assignment in violation of the foregoing restriction will be void. Connectifier may remotely monitor Customer’s use of the Service to ensure compliance with the Agreement. If any provision of the Agreement is unenforceable, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will not be affected. The parties may amend the Agreement only in a written amendment signed by both parties, except for the Connectifier Privacy Policy, which may be modified in accordance with its terms. If this ToU or an ordering document will be executed then it can be executed electronically and in counterparts, each of which is deemed to be an original and all of which taken together comprise a single document.  Each party represents and warrants to the other that the individual binding a party under this ToU or an ordering document is authorized to do so.