THIS IS A CONTRACT BETWEEN THE ENTITY NAMED IN THE APPLICABLE CUSTOMER FIELD HEREIN (“PREMIUM EMPLOYER,” “YOU,” “YOUR”), AND CAREERICQ LLC, A CONNECTICUT CORPORATION AND ITS SUBSIDIARIES AND AFFILIATES (“CAREERICQ,” “WE,” OR “US”). THIS AGREEMENT CONTAINS LIMITATIONS ON CAREERICQ’S LIABILITY TO YOU. PLEASE READ IT CAREFULLY. BY ACCEPTING AND THE INVOICE OR CONTINUING TO USE THE WEBSITE/S CONTROLLED BY CAREERICQ (THE “SITE”), THE INDIVIDUAL SO CLICKING REPRESENTS AND WARRANTS THAT S/HE HAS THE FULL AUTHORITY TO ACCEPT THIS AGREEMENT ON YOUR BEHALF, AND DOES SO INTENDING THAT YOU WILL BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF USE (THE “BUSINESS TERMS”).
1. GENERAL SERVICE TERMS
1.1 careerICQ operates a Site and platform that facilitates recruiting and brand development in the entry-level communities (the “Services”). In addition to the Services, and in consideration of the fees (the “Fees”), you may sign up to receive benefits, such as the inclusion in content, events and job listings, as provided on your Invoice or online purchase order, as applicable, (the “Benefits”). Each time Premium Employer purchases Benefits, the parties shall enter into this agreement. The Benefits are subject to change at any time, provided that such change will not affect Benefits you have already purchased under a previous Invoice.
1.2 We may change these Business Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by posting a revised version of these Business Terms or other notice on the Site. You should view these Business Terms often to stay informed of changes that may affect you. Your use of the Services constitutes your continuing agreement to be bound by these Business Terms, as they are amended from time to time.
1.4 Premium Employer Cooperation.
1.4.1 The careerICQ content team works closely with Premium Employer to create the Benefits and highlight your company in careerICQ’s voice. This means that unless otherwise specified on an invoice, the Benefits are provided throughout the Benefit Term (as defined in each invoice), in careerICQ’s discretion rather than on a pre-determined schedule. In order for careerICQ to effectively provide the Benefits, you must provide us with Employer Content (as defined below) in a timely manner and upon request. Failure to provide such cooperation may result in your inability to take advantage of the Benefits. If you are unable to take advantage of all of the Benefits due to your failure to cooperate with careerICQ during the Benefit Term, you will not be entitled to a refund.
1.4.2 In connection with your access and use of the Services and that of any person authorized by you to access and use the Services, you are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct. Specifically, in connection with your use of the Services, you may not cause or permit any person to do any of the following:
(a) use the Site or Services for any unlawful purpose;
(b) use the Site to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information;
(c) impose an unreasonably or disproportionately large load on the Site or otherwise interfere with or inhibit any other user of this Site from using or enjoying the Site;
(d) use the Site to post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, harassing, or otherwise objectionable information of any kind;
(e) use the Site to post or transmit any information which is invasive of another’s privacy or publicity rights or that otherwise violates or infringes in any way upon the rights of others;
(f) access, use or copy any portion of the Site or Services through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms; and
(g) use the Site to post or transmit any solicitations, chain letters, pyramid schemes, investment opportunities or schemes, or other unsolicited commercial communication.
2. CONTENT & INTELLECTUAL PROPERTY
2.1 In order for careerICQ to provide the Services and Benefits, you must provide Employer Content to us, which includes comments, images, visual content, computer files, documents, graphics, suggestions, ideas, or other information. “Employer Content” also includes (a) the information and data you upload to your company profile and job listings, and (b) information, photographs and quotes you provide to our content team. careerICQ reserves the right to alter Employer Content for the purposes of providing the Services and Benefits to Premium Employer.
2.2 By providing Employer Content, you grant, and you represent and warrant that you have the right to grant, to careerICQ an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Employer Content for any purpose, of or in connection with careerICQ providing the Services and Benefits or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Employer Content, and to grant and authorize sublicenses of the foregoing. You further represent that you are authorized to disclose all of the Employer Content to careerICQ to provide the Services and Benefits. You are fully responsible for any Employer Content you provide and for ensuring the Employer Content is complete and appropriate for public consumption on the Site. For the avoidance of doubt, Employer Content is not Confidential Information as defined in Section 4 of these Business Terms.
2.3 We understand and agree that you own your trademarks, trade names, logos and service marks (the “Employer Marks”) and Employer Content, and we have lawfully licensed from you, all right, title, and interest in and to your Employer Marks and Employer Content, and other than the license set forth in Section 2.2 and this Section 2.3, that we acquire no interest in such intellectual property rights due to our limited use of such Employer Content and Employer Marks in connection with providing our Services and Benefits to you.
2.4 careerICQ grants you a limited, non-exclusive and non-transferable license to use the Services, including the Benefits. You understand and agree that we own the careerICQ trademarks, logos and service marks. You acknowledge and agree that the marks constitute valuable proprietary information that is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest by the limited use of the marks. Except for the limited permission in Section 7.4, you may not, without our express written permission, use any of the marks for any other purpose.
2.5 If you purchase Benefits that consist of original photographs, “Visual Property” on the Invoice means the number of final photographs or videos listed on such Invoices, as selected by our photographer. If you purchase Benefits that consist of one or more videos, the “Visual Property” on the Invoice refers to the final MP4 files of such videos provided with the Benefits. If and to the extent that your Benefits entail Visual Property, careerICQ retains ownership and intellectual property rights in the Visual Property and if applicable, all photographs taken during the photography session. careerICQ grants Premium Employer a limited, perpetual, non-exclusive, fully paid, worldwide, transferable, and sublicensable license to use, publish, copy, publicly display, reformat, reproduce and distribute such Visual Property. careerICQ may upon written request, terminate such license, and Premium Employer agrees to cease using such license, if careerICQ believes, in its sole discretion, that Premium Employer’s use of any Visual Property may violate any third party’s rights. In such case, careerICQ may replace such potentially infringing Visual Property with new, non-infringing replacement visual property. Premium Employer represents that it has secured the appropriate third party authorization of all individuals featured in the Visual Property.
2.6 As part of our Services, careerICQ publishes non-paid community content which reports news and stories relating to companies and people in the entry-level communities (“Community Content”). You acknowledge that careerICQ has the right to use your name and logo on the Site in Community Content and in other editorial content pursuant to the copyright “fair use” and other related doctrines.
2.7 You grant to careerICQ the right to use the Employer marks to make announcements, statements, or other publicity or marketing materials relating to careerICQ.
2.8 You can find out more about our content offerings on our Content Descriptions page.
3. FEES AND PAYMENT
3.1 While the Benefits will begin on the Effective Date, as defined in each Invoice, and continue for the Benefit Term, these Business Terms will continue until you cease using the Services.
3.2 If you want to purchase additional Benefits during a Benefit Term, you must enter into a new Invoice, which will provide the additional Benefits and additional Fees.
3.3 If you pay by credit card or certain other payment instruments, you hereby authorize careerICQ’s credit card processing agent to bill your credit card or other payment instrument for Fees applicable to your Benefits, as listed in each invoice.
3.4 Premium Employer acknowledges that the Fees stated in each Invoice will reflect the then current Benefits prices and that such Fees are subject to change between Invoices.
3.6 You may not use the Services after your access is suspended or terminated without our written approval. After terminating your access, careerICQ will retain all rights, including all intellectual property rights, proprietary rights, and licenses retained in these Business Terms, and the limitations upon your use and treatment of the Services will remain in full force.
4.2 The Receiving Party shall not use or disclose the Disclosing Party’s Confidential Information, except (a) as permitted herein or as otherwise reasonably necessary to perform its obligations or obtain the Benefits provided under these Business Terms and applicable Invoice, and (b) for disclosures to its affiliates and to its and their authorized agents, personnel, contractors, legal counsel, accountants, representatives and advisors, under obligations of confidentiality at least as stringent as those set forth herein, who need to know such Confidential Information in order to perform or advise on behalf of such Receiving Party.
4.3 If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest or otherwise limit the disclosure.
4.4 The parties acknowledge that if a party breaches the confidentiality protections hereunder, the non-breaching party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
5. EVENT POLICIES
In the event Premium Employer signs up for a careerICQ event as part of the Benefits, Premium Employer acknowledges that careerICQ will be responsible for (a) the marketing and promotion of the event and (b) the registration and check-in of attendees of the event. Unless otherwise agreed upon by the parties, Premium Employer will be responsible for (i) the provision of food and beverage at the event, (ii) ensuring that Premium Employer is approved to hold such events in its designated space, and (iii) abiding by all applicable laws, specifically local ordinances related to special events and liquor licenses.
6.1 careerICQ will use reasonable efforts to accommodate Premium Employer with the availability and its use of Benefits; however, Premium Employer acknowledges that, in some cases resources, conflicting commitments, time, available personnel and/or other impediments may restrict careerICQ from being able to provide certain Benefits upon immediate request or on specific dates. careerICQ makes no guarantees as to the level of success a Premium Employer may achieve by receiving the Benefits. careerICQ further makes no guarantee that Premium Employer postings will be accessible for the entire term of its listing due to computer/server outages, software failure and other technical and non-technical issues that may cause temporary outages. Premium Employer shall not be entitled to any refund, rebate or retribution for Benefits that Premium Employer determines to be unsuccessful.
6.2 careerICQ takes commercially reasonable measures to secure and protect information transmitted to and from the Site. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you in connection with your use of the Services. careerICQ will not be liable for any loss or damage arising from the unauthorized use of your username or password.
6.3 This Site may include hyperlinks to other websites which are not maintained by careerICQ. We are not responsible for the content of such external websites and we make no representations whatsoever concerning the content or accuracy of, opinions expressed in, or other links provided by such websites. The inclusion of any hyperlink to external websites does not imply endorsement by careerICQ of those websites or any products or services referred to therein. The terms of service and privacy policies applicable to external websites may be different from those applicable to our Services. If you decide to access any external website through a link within our Site, you do so entirely at your own risk, and careerICQ will have no liability for any loss or damage arising from your access or use of any external website. Since careerICQ is not responsible for the availability of these websites, or their contents, you should direct any concerns regarding an external website to the administrator of that website. You agree that you will bring no suit or claim against us arising from or based upon any such use of external websites. Hyperlinks to other websites that are provided on the Site are not intended to imply that: (a) we are affiliated or associated with any external website; or (b) any linked site is authorized to use any of our trademarks, trade names, logos, or copyrights.
6.4 Images of the careerICQ logo can only be used for linking purposes. By linking to the Site, you agree that you will not misrepresent your relationship with us or present false or misleading impressions about us. No hyperlinks to the Site may be used in a manner that implies or suggests that careerICQ approves or endorses you, your website, or your goods and services. We will have no responsibility or liability for any content appearing on your website. No hyperlink may appear on any page on your website or within any context containing content or materials that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
6.5 THE USE OF THE SERVICES AND BENEFITS BY YOU IS AT YOUR SOLE RISK. ACCORDINGLY, THE SERVICES AND BENEFITS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED, TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, CAREERICQ AND CONTENT-PROVIDERS DO NOT WARRANT THAT: (A) THE USE OF THE SERVICES, BENEFITS OR ANY THIRD PARTY WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE; (B) THAT THE USE OF THE SERVICES, BENFITS OR ANY SUCH THIRD PARTY WEBSITE WILL ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (C) THE SERVICES OR ANY INFORMATION, SERVICE OR MERCHANDISE PROVIDED THROUGH THIS SITE OR ANY THIRD PARTY WEBSITE ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; (D) THAT ANY DEFECTS IN THE SERVICES OR BENEFITS WILL BE CORRECTED; OR (E) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN SHALL ENTITLE PREMIUM EMPLOYER TO ANY REFUND, REBATE OR RETRIBUTION FOR SERVICES OR BENEFITS THAT PREMIUM EMPLOYER DETERMINES TO BE UNSUCCESSFUL.
7. LIMITATION OF LIABILITY
7.1 In no event will careerICQ, its contractors, suppliers, content-providers, and other similar entities, and the officers, directors, managers, members, employees, representatives, and agents of each of the foregoing (collectively, our “Contractors”), be liable to you, your Company, or any third party for any losses or damages, alleged under any legal theory, arising out of or in connection with: (a) your use of, or reliance on, the Services or Benefits in a way not contemplated by these Business Terms; (b) the defamatory, offensive, or illegal conduct of other users of the Services; or (c) your gross negligence or willful misconduct.
7.2 Under no circumstances will careerICQ or our Contractors be liable to you, your Company, or any third party for any indirect, consequential, incidental, punitive, special, or similar damages or costs (including, but not limited to, lost profits or data, loss of goodwill, loss of or damage to property, loss of use, business interruption, and claims of third parties) arising out of or in connection with these Business Terms or the use of the Services or the Benefits, or the transmission of information to or from the Site over the Internet, even if we were advised, knew, or should have known of the possibility of such damages or costs. In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of careerICQ and the Contractors will be limited in accordance with these Business Terms to the extent permitted by law.
7.3 Without limiting any of the foregoing, if careerICQ or any of the Contractors are found liable to you or to any third party as a result of any claims or other matters arising under or in connection with these Business Terms, the Site, or your use of the Site, the maximum liability for all such claims and other matters will not exceed the Fees paid by Premium Employer to careerICQ in the twelve (12) months preceding the claim.
You agree to defend and indemnify careerICQ, and our officers, directors, managers, members, employees, representatives, and agents, against all claims, demands, suits, or other proceedings, and all resulting loss, damage, liability, cost, and expense (including reasonable attorneys’ fees), made by any third party arising out of: (a) the Employer Content or marks; (b) your violation of these Business Terms; (c) your violation of laws; (d) your violation of any rights of any third party; and (e) any unauthorized use of a username, password, or account number. We reserve, and you grant to us, the right to assume the exclusive defense and control of any matter subject to indemnification by you.
These Business Terms will be construed and enforced in accordance with the laws of the State of Connecticut. Premium Employer submits to personal jurisdiction in Connecticut, and any cause of action arising under these Business Terms or otherwise involving the Services and Benefits will be brought exclusively in a court in Stamford, Connecticut.
10. WAIVER OF JURY TRIAL
YOU HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTIONS, SUITS, OR PROCEEDINGS ARISING OUT OF OR RELATING TO THESE BUSINESS TERMS AND THE MATTERS CONTEMPLATED HEREBY.
11.2 Our electronically or otherwise properly stored copy of these Business Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Business Terms in connection with any action or proceeding arising out of or relating to these Business Terms.
11.3 Any provisions of these Business Terms that are reasonably inferable to have been intended to survive termination (including, but not limited to, any provisions regarding limitation of our liability or indemnification) will continue in effect beyond any such termination of access to the Services.
11.4 These Business Terms do not and are not intended to confer any rights or remedies on any person or entity other than the parties.
11.5 We may assign our rights and duties under these Business Terms at any time to any third party without notice. You may not assign these Business Terms without our prior written consent.
11.6 Our waiver of any breach of these Business Terms will not be a waiver of any preceding or subsequent breach thereof.
11.7 If any provision of these Business Terms is held to be invalid or unenforceable, that provision will be stricken and will not affect the validity and enforceability of any remaining provisions.
11.8 Possible evidence of use of the Services or Benefits for illegal purposes will be provided to law enforcement authorities.