THESE TERMS OF SERVICE (“TERMS”) CONSTITUTE A CONTRACT BETWEEN YOU AND JOBMEDIA AND GOVERN USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU AND YOUR AGENTS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE, BETA TESTING, FREE TRIAL, OR ANY OTHER USE OF THE SERVICE.
By accepting these Terms, or by accessing or using the Service or Site, or authorizing or permitting any Agent to access or use the Service, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to these Terms for that Entity and representing to Jobmedia that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms “Subscriber,” “You,” “Your” or related capitalized terms herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
When used in these Terms with the initial letters capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:
Account: means any accounts created by or on behalf of Subscriber or its Agents within the Service.
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person or Entity, whether through the ownership of voting securities, by contract, or otherwise.
Agent: means an individual authorized to use the Service through Your Account as an agent and/or administrator as identified through a unique login.
API: means the application programming interfaces developed and enabled by Jobmedia that permits You to access certain data provided by the Service.
Confidential Information: means all information disclosed by Jobmedia to You which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to Jobmedia’s security policies and procedures, any scientific or technical information, invention, design, device, process, compilation of information, record, specification, procedure, formula, improvement, technology, code, software code, hardware or method, any concepts, reports, data, know how, works in progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, financial information, customer information, and trade secrets shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to You at the time of disclosure by Jobmedia; (b) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; (c) was or is independently developed by You without use of Jobmedia’s Confidential Information; or (d) is required to be disclosed pursuant to a valid court order, so long as it is disclosed under seal.
Contracting Party: means Jobmedia LLC.
Directive: means Directive 95/46/EC on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data.
Form: means any of our generated service order forms, statements of work, or agreements executed or approved by You with respect to Your subscription to a Service, which form may detail, among other things, the Service Plan applicable to Your subscription to the Service.
GDPR: means the General Data Protection Regulation. All references to GDPR come into effect on May 25, 2018.
Jobmedia: means Jobmedia LLC, or any of its successors or assignees.
Jobmedia Group: means Jobmedia LLC, together with all its Affiliates.
Personal Data: means any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly by the information.
Platform: means any platform service provided to You by Jobmedia. This definition excludes any professional services, or enterprise services.
Service: means any service provided to You by Jobmedia, as applicable, that You have purchased or to which You have subscribed, whether made available to You on a trial, beta, free, or paid basis..
Service Data: means all data received by You or Your Agents through a Jobmedia Service, including data received through software or an API, communications, or other materials stored or delivered through the Service.
Service Plan(s): means the packaged service plan(s) and the functionality and services associated therewith for the Service, as applicable, to which You subscribe.
Site: means www.Jobmedia.com, as well as the other websites that the Jobmedia Group operates.
Software: means software provided to You by Jobmedia (either by download or access through the internet) that allows You or Your Agent to use any functionality in connection with the applicable Service.
Subscription Term: means the period during which You have agreed to subscribe to the Jobmedia Service.
“We,” “Us” or “Our”: means Jobmedia.
2.2. License The Services are licensed, not sold, and Jobmedia retains and reserves all rights not expressly granted in these Terms. You expressly acknowledge that Jobmedia retains all worldwide right, title and interest in and to the Services and Service Data, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of any jurisdiction. You agree not to do anything inconsistent with such ownership, including without limitation, challenging the validity of the licenses granted herein.
2.3. Ownership of Services Jobmedia owns all rights, title, and intellectual property in the Services. The Services do not provide any copyright or permissions to You for any external use of the data received through the Services. All data presented by the Services is presented “as-is” and Jobmedia disclaims all warranties to the content, data, links, and information presented in the Services, including any warranties of merchantability, non-infringement, specifically non-infringement of copyright or other intellectual property rights, and fitness for a particular purpose. Jobmedia grants You a limited, revocable, non-exclusive, non-transferable, and non-assignable license to access the Services in accordance with Your Service Plan and to make use of the data contained in the Services for intelligence gathering purposes.
2.4. Your Responsibilities You agree that your use of the technologies, tools, applications, and products made available from time to time on the Site and through the Services are used solely in conjunction with the extraction of data from publicly accessible websites. In all cases where copyrighted and or confidential data may be included as part or all of the extracted data, you agree to comply with all copyright laws and rules covering such data including, but not limited to, the reproduction and resale of such data. In all cases where personal data, as defined by the GDPR, may be included as part or all of the extracted data, You agree to comply with GDPR in all respects.
You agree that Jobmedia will not be held responsible for legal liabilities incurred through Your use or misuse of data obtained through the Services. You are responsible for all activity occurring under your user account(s) and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify Jobmedia immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Jobmedia immediately and use reasonable efforts to stop immediately any copying or distribution of Service Data or other content or infringement of Jobmedia technology that is known or suspected by You or Your Agents; and (iii) not impersonate another Jobmedia user or provide false identity information to gain access to or use the Services.
You are responsible for procuring and maintaining the network connections that connect Your network to the Service. We are not responsible for notifying You or Your Agents of any upgrades, fixes or enhancements to any software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Jobmedia. We assume no responsibility for the reliability or performance of any connections as described in this Section.
2.5. Legal Use It is up to You to determine the legality of the way you use our Services. Jobmedia will never knowingly build or host any service that is obviously illegal or unethical. Your warrant that You will utilize the Services legally and ethically and that You have obtained permission, if necessary to use it. Jobmedia reserves the right to refuse service to anyone wishing to use the Services in an illegal or unethical manner.
Jobmedia may immediately suspend Your use of the Services if it is notified of any illegal or unethical activity by you. If an action is commenced by any third party arising from any complaint, suit, disagreement or other repercussions resulting from your use of the Services, you agree to indemnify and hold Jobmedia and its parent(s), subsidiaries, affiliates, officers, directors, agents, contractors, and employees, harmless from any claim or demand, including reasonable attorneys’ fees’.
2.6. Use Limitations In addition to complying with the other terms, conditions and restrictions set forth below in these Terms, You agree not to:
• license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than authorized Agents in furtherance of Your internal business purposes as expressly permitted by these Terms;
• use the Service to process data on behalf of any third party, unless the third party is also subject to these Terms;
• modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks;
• falsely imply any sponsorship or association with Jobmedia,
• use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights;
• use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s or entity’s intellectual property rights;
• use the Service in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
• attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Service;
• use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, hateful, abusive, libelous, obscene, or discriminatory;
• use the Service to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); or
• attempt to use the Service in violation of these Terms or any applicable law.
2.7. Prohibited Uses Jobmedia strictly prohibits using any of the Services or products:
• to generate fraudulent impressions of or fraudulent clicks on your ad(s) or third-party ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots, agents or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software;
• to extract data that are illegal in any state or country where you reside;
• to engage in any other illegal or fraudulent business practice under the laws of any state or country where you reside;
• which violates the terms and conditions of any website or web application; (v) engage in any action or practice that reflects poorly on Jobmedia or otherwise disparages or devalues Jobmedia’s reputation or goodwill; and
• (vi) to publish copyrighted content in violation of applicable laws and regulations. Violation of these policies may result in immediate termination of your use of the Services and the Site without notice, and may subject you to state and federal penalties and other legal consequences.
2.8. Agents You are responsible for compliance with the provisions of these Terms by Your Agents and for any and all activities that occur under Your Account. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service to store, access, and/or transmit data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with third parties. You agree and acknowledge that each Agent will be identified by a unique username and password (“Login”) and that an Agent Login may only be used by one (1) individual. You will not share an Agent Login among multiple individuals. The foregoing shall not be deemed to limit Your use of the features of the Service. You and Your Agents are responsible for maintaining the confidentiality of all Login information for Your Account.
2.9. Suspension In addition to Our rights as set forth below, We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service: (a) during planned downtime for upgrades and maintenance to the Service (of which We will use commercially reasonable efforts to notify You in advance both through Our Site and a notice to Your Account owner and Agents) (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; (c) if We suspect or detect any Malicious Software connected to Your Account or misuse of the Service by You or Your Agents; or (d) if you breach these Terms or fail to make the applicable payments for Your Service.
2.10. Third Party Sites This Site or the Services may link to other websites operated by third parties. We have no control over these linked sites, each of which have separate privacy and data collection practices independent of Jobmedia. We are not responsible for and do not endorse or accept any responsibility for the availability, contents, products, services or use of any third party site, any website accessed from a third party site or any changes or updates to such sites. You acknowledge that you bear all risks associated with access to and use of content provided on a third party site and agree that we are not responsible for any loss or damage you may incur from dealing with such a third party site.
In providing the Service, Jobmedia will engage entities within the Jobmedia Group and other authorized third party service providers, to process Personal Data pursuant to these Terms within the European Economic Area (the “EEA”), the United States and in other countries and territories.
Jobmedia may also use your email address to send you other messages, including information about the Site, Services, updates, news, events, and special offers. You may opt out of such email by changing your preferences or sending an email to contact@Jobmedia.com.
3.3. Data Security Jobmedia will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Personal Data. These safeguards include encryption of Personal Data in transmission (using TLS or similar technologies). Our compliance with the provisions of this Section 3.3 shall be deemed compliance with Our obligations to protect Personal Data as set forth in Section 3.2.
4.2. Code Ownership Unless otherwise provided in a Form, Jobmedia shall own all rights, title, and interest in any code or other data generated through the Services. Jobmedia may utilize Service Data, code, content, and all other data from the Services for product development and product training purposes.
4.3. Permissions By using Jobmedia’s Services, You give us permission to use Your company’s name and/or logo on our website and other marketing materials identifying you as one of our customers. No endorsement or affiliation is implied and your trademarks and copyrights remain your property.
5.2. Subscription Charges Unless otherwise indicated on a Form referencing these Terms, all charges associated with Your access to and use of the Service (“Service Charges”) will be billed to You in advance on a one-off, monthly, quarterly, or annual basis, as determined by Your Subscription Plan, or with respect to any additional Services added to Your Account, at the time such additional Services are purchased, subscribed to, or otherwise deployed. Some Subscription Plans might contain monthly overage fees for use above the plan limitations, and any overage fees shall be charged to you at the beginning of the payment period following the period in which the overages occurred.
Your Service Charges or charges for other services indicated on any Form referencing these Terms are payable within twenty-one (21) days of Your receipt of Our invoice or notice to You and for Platform Accounts immediately upon receipt of the invoice. If an invoice is not paid within 21 days of receipt, interest shall accrue on the unpaid amount at the rate of 2% per month until the invoice is paid in full and We may suspend or terminate access to and use of the Service by You and Your Agents.
The Service Charges in an invoice will be considered accepted by You unless We are notified of a good faith dispute in writing within ten (10) days of the date of the invoice.
5.3. Service Upgrades If You choose to upgrade Your Service Plan during Your Subscription Term (a “Subscription Upgrade”), any incremental Service Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Service Charges will reflect any such Subscription Upgrades.
5.4. Service Credits A credit for Service Charges or other fees or payments will be provided to You if You elect to downgrade or terminate Your Service Plan (subject to the termination provisions within Your Subscription Plan). Your credits may be used at any time during the 12-month period following your downgrade or termination of Services. Service credits are only provided to Platform customers who sign up for the Service through Jobmedia’s website. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Jobmedia does not accept any liability for such loss.
5.5. Taxes Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Jobmedia based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
5.6. Credit Card and Electronic Payments If You pay by credit card or certain other payment instruments, the Service provides an interface for the Account owner to input and change credit card information. The Account owner hereby authorizes the card issuer to pay the Subscription Charges and authorizes Jobmedia (or a billing agent acting on Jobmedia’s behalf) to continue automatically charging the Subscription Charges to Client’s credit card account in advance or in arrears on a monthly or annual basis, or on a periodic basis in accordance with the terms of Your Service Plan for periodic Subscription Charges. You further understand that the Subscription Charge shall continue to be charged to Your credit card until the Services are properly terminated pursuant to these Terms, or until the balance on Your Account is paid in full, whichever is later. You must provide current, complete, and accurate billing and credit card information to Jobmedia, and You agree to promptly update your Account information with any changes (for example, a change in Your billing address or card expiration) that may occur.
If payment is not received from Your credit card issuer, You agree to pay all amounts due upon demand. You further agree to pay all costs of collection, including but not limited to reasonable attorney’s fees and costs, on any unpaid outstanding balance. In certain instances, the issuer of Client’s credit card may charge a foreign transaction fee or related charges, which Client will be responsible to pay. Client is responsible for checking with its bank and/or credit card issuer for details regarding any foreign transaction fees or other bank fees. The Account owner will receive a receipt upon each receipt of payment by Jobmedia. Jobmedia uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for Jobmedia.
5.7. Modifications We reserve the right to modify Our Services or Site at any time, with or without notice to You. For example, we may add, remove, suspend, or stop a particular feature or functionality. We also reserve the right to charge a fee for any of our additional features at any time.
6.2. Termination Unless otherwise stated in a Form, either Party may elect to terminate Your Account and subscription to the Service as of the end of Your then current Subscription Term by providing notice, in accordance with these Terms, on or prior to the date thirty (30) days preceding the end of such Subscription Term. For Platform users, unless Your Account and subscription to the Service is so terminated, Your subscription to the Service (including any and all additional Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term.
Either Party may terminate Your Services due to the other Party’s material breach of the Agreement, if the breach remains uncured for more than thirty (30) days after receipt of written notice of such breach.
6.3. Money Back Guarantee You may request a refund for any Platform Service within 7-days of signing up for the Platform, provided that you have not started using it. You may also request a refund within 7-days of signing up for any Platform Service, if the Platform was not successful for Your purposes. If you were able to successfully use the Platform Services, You are not entitled to a refund under this Section.
6.4. Refunds and Credits Except for Platform Services, no refunds or credits for Service Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term. Platform users may obtain refunds or credits in accordance with these Terms.
Following the termination or cancellation of Your subscription to the Service and/or Account, We reserve the right to delete all Service Data in the normal course of operation. Service Data cannot be recovered once Your Account is cancelled.
6.5. Unpaid Subscription Charges If You terminate Your subscription to the Service prior to the end of Your then effective Subscription Term or We effect such termination or cancellation, in addition to other amounts You may owe Jobmedia, You must immediately pay any then unpaid Service Charges associated with the remainder of such Subscription Term.
6.6. Violation of Terms We reserve the right to modify, suspend or terminate the Service (or any part thereof), Your Account, or Your and/or Agents’ rights to access and use the Services, and remove, disable and discard any Service Data if We believe that You or Your Agents have violated these Terms. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. We shall not be liable to You, Your Agents, or any other third party for any such modification, suspension, or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You or Your Agents may be referred to law enforcement authorities at Our sole discretion.
8.2. Third Party Permissions Jobmedia does not provide You with any license, copyright, or permissions regarding the information accessed through the Services, which may be subject to copyright protection by third parties. Jobmedia shall not be held liable for any claims by third parties arising from Your use of the content and/or data accessed through the Services, nor shall We be liable for any alleged copyright/intellectual property infringement arising from Your external use of the data accessed through the Services.
8.3. Limitation of Liability NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR EMPLOYMENT OF THE SERVICE, SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES FOR SUCH SERVICE PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS AGREED TO THESE TERMS RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. WE HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, JOBMEDIA’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
8.4. Release In the event that You have a dispute with another party in relation to the use (or misuse) of any of the Services, you release Jobmedia and its officers, directors, agents, subsidiaries, joint ventures and employees from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
8.5. No Director and Officer Liability Any claims or damages that You may have against Jobmedia shall only be enforceable against Jobmedia and not any other entity or its officers, directors, representatives or agents.
The provisions of this Section state the sole, exclusive and entire liability of Jobmedia to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service by You or Your Agents.
9.2. Indemnification by You You will indemnify and hold Jobmedia and its agents, affiliates, subsidiaries, directors, officers, employees, contractors, and applicable third parties harmless against any claim brought by a third party against Jobmedia arising from or related to (a) use of the Service by You or Your Agents in breach of these Terms, (b) Your internal and external use of the data and information received from the Services, (c) Your extraction of any third party data, (d) Your use of third party data retrieved through the Service, (e) any negligence or wilful misconduct by You; or (f) matters which You have expressly agreed to be responsible pursuant to these Terms.
10.2. Entire Agreement These Terms, together with any Form(s), constitute the entire agreement, and supersede any and all prior agreements between You and Jobmedia with regard to the subject matter hereof. Notwithstanding the foregoing, additional terms may apply to certain features, functionality, or services We offer as part of or distinct from the Service (the “Additional Terms”). In those instances, We will notify You of such Additional Terms prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in Your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when You or any Agent authorized as an administrator in Your Account activate the feature, functionality, or service. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.
10.3. Amendment and Waiver We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment and Your continued use of the Service following the effective date of any such amendment may be relied upon by Jobmedia as Your consent to any such amendment. Our failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.
10.4. Severability If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
10.5. Survival Sections 1, 2.3, 3, 4, and 7-13 shall survive any termination of our agreement with respect to use of the Service by You or Agents. Termination of such agreement shall not limit a Party’s liability for obligations accrued prior to such termination or for any breach of these Terms.
These Terms shall be governed by, construed and enforced in accordance with the laws of California, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the courts of California and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens, or otherwise.