Software as a Service (SaaS) Terms and Conditions

This Software as a Service (SaaS) Terms and Conditions (“Agreement”) is effective as of_____________, 20__ (“Effective Date”) and is made by and between Recruit Tracker, Inc. a Delaware corporation (“Recruit Tracker”), and ______________________________, located at______________________________ (“Customer”). 

1.          DEFINITIONS. The following terms shall have the meanings set forth below:

1.1            ”Customer Data” means any information, data, text, photos, videos or other content supplied by Customer to the Services.

1.2             “Order Form” means the form used to Order Services through the Recruit Tracker Platform, which shall be substantially in the form set forth in Exhibit A.

1.3            “Recruit Tracker Platform” means the the search and a report of search results from public professional data relating to information provided to Recruit Tracker by Customer, and other services as  described in the Order Form.

1.4            “Services” means the services provided hereunder, including Support (as defined below) and access to the Recruit Tracker Platform.

1.5            “Subscription Term” shall mean the period of time during which Customer may access and use the Services as set forth in the Order Form.

1.6            “Third Party Data” means any contact and event data or other publicly available or third-party supplied data used in connection with the Services.

1.7             “User” means an employee or contractor of Customer that is authorized by Customer to access the Recruit Tracker Platform. 

2.          LICENSE AND RESTRICTIONS.

2.1                 License Grant.  Subject to the terms and conditions of this Agreement, Recruit Tracker hereby grants to Customer, during the Subscription Term, a limited, non-exclusive, non-transferable license (without the right to sublicense) to access and use the Recruit Tracker Platform for internal business purpose only and in accordance with Order Form.  

2.2                 License Restrictions.  Customer shall not, directly or indirectly, and Customer shall not permit any User to, (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Recruit Tracker Platform; (ii) modify, translate, or create derivative works based on any element of the Recruit Tracker Platform or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Recruit Tracker Platform; (iv) use the Recruit Tracker Platform for timesharing or service bureau purposes or otherwise for the benefit of any person or entity other than for the benefit of Customer; (v) remove any proprietary notices from Recruit Tracker materials furnished or made available to Customer; (vi) publish or disclose to third parties any evaluation of the Recruit Tracker Platform without Recruit Tracker's prior written consent; or (vii) use the Recruit Tracker Platform for any purpose other than its intended purpose.

2.3            Order Form.  Customer may order Services by completing an Order Form and submitting the Order Form to Recruit Tracker for approval.  No Order Form shall be binding on Recruit Tracker until accepted in writing by an authorized representative of Recruit Tracker.  In the event of any conflict between the terms of an Order Form and this Agreement, the terms of this Agreement shall prevail.     

3.          PASSWORDS; SECURITY. 

3.1                Passwords.  Recruit Tracker will either issue to Customer or Customer will create and issue to each User, a user identification and associated password for access to and use of the Recruit Tracker Platform.  Customer and its Users are responsible for maintaining the confidentiality of all user identification numbers and/or passwords and for ensuring that each user identification number and/or password is used only by the User to which it was issued.  Customer is solely responsible for any and all activities that occur under Customer’s account and all charges incurred from use of the Recruit Tracker Platform accessed with such user identification numbers and/or passwords.  Customer will restrict its Users from sharing passwords.  Customer agrees to immediately notify Recruit Tracker of any unauthorized use of Customer’s account, any user identification number and/or password, or any other breach of security known to Customer.  Recruit Tracker shall have no liability for any loss or damage arising from Customer’s failure to comply with the terms set forth in this Section.

3.2                Security.  Recruit Tracker will deploy reasonable security precautions intended to protect against unauthorized access to any Customer Data stored on the Recruit Tracker Platform as set forth at its Security Policy at http://www.hirabl.com/data-security/.  Recruit Tracker will exercise reasonable efforts to deploy corrections within the Recruit Tracker Platform for security breaches made known to Recruit Tracker. 

3.3                No Circumvention of Security.  Neither Customer nor any User may circumvent or otherwise interfere with any user authentication or security of the Recruit Tracker Platform.  Customer will immediately notify Recruit Tracker of any breach, or attempted breach, of security known to Customer. 

4.          SUPPORT.  Recruit Tracker will provide to Customer the following support services described in this Section for the Recruit Tracker Platform (collective, “Support”).  Recruit Tracker will provide Customer with the ability for Customer’s designated support person (the “Designated Employee”) to report problems or issues with the Recruit Tracker Platform via email.  Only the Designated Employee may report such problems or issues.  Recruit Tracker will use reasonable efforts to respond to and address problems and issues raised by Customer’s Designated Employee consistent with efforts used by Recruit Tracker for its other customers during normal business hours.  In addition, Recruit Tracker will make available to the Designated Employee a telephone number where the Designated Employee may report problems and issues with the Recruit Tracker Platform or ask questions regarding the Recruit Tracker Platform, in each case, during Recruit Tracker’s normal business hours.  Recruit Tracker does not provide the Support services described above to individual Users and Users will be directed by Customer to contact the Designated Employee to report problems and issues. 

5.          CUSTOMER OBLIGATIONS. 

5.1                Hardware/Software.  Customer is responsible for (i) obtaining, deploying and maintaining all computer hardware, software and communications equipment needed to access and use the Recruit Tracker Platform, (ii) contracting with third parties that provide services related to Customer being able to access and use the Recruit Tracker Platform (e.g., ISP, telecommunications, etc.) and (iii) paying all third-party fees and access charges incurred while accessing and using the Recruit Tracker Platform.  Recruit Tracker will not be required to supply any hardware, software or equipment to Customer by reason of this Agreement.

5.2                Compliance with Laws.  Each party represents and warrants, during the term of this Agreement, that it is in compliance with and will comply with all applicable privacy and data protection laws and regulations applicable to its business and its performance of its obligations under this Agreement.  Customer will indemnify, defend and hold harmless Recruit Tracker, its directors, officers, employees, agents, successors and assigns from any claims, actions, suits, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or related to (i) Customer’s breach of this Section, (ii) the provision of Customer Data to Recruit Tracker,  (iii) the storage, processing or display of Customer Data by the Recruit Tracker Platform, or (iv) any hiring decision made by Customer based on the Services. 

5.3                Conduct.  Customer shall be solely responsible for its actions and the actions of its Users while using the Recruit Tracker Platform.  Customer acknowledges and agrees (i) that Customer is responsible for selecting appropriate remediation for, and resolving, any issues found on Customer’s network, hardware, software, or third party services relied on by Customer to access and use the Recruit Tracker Platform (collectively, “Customer Items”); and (ii) that Recruit Tracker is not liable for, or responsible to, remediate any issues found regarding Customer Items.  Customer agrees: (a) to abide by all local, state, national, and international laws and regulations applicable to Customer’s use of the Recruit Tracker Platform, including without limitation the Customer Messaging; (b) not to send or store data on or to the Recruit Tracker Platform which violates the rights of any individual or entity established in any jurisdiction; (c) not to upload in any way any information or content that contain viruses, worms, Trojan Horses, corrupted files, or any other similar software or programs, harmful code or data that may damage the operation of the Recruit Tracker Platform or another's computer or mobile device; (d) not to use the Recruit Tracker Platform for illegal, fraudulent, unethical or inappropriate purposes; (e) not to interfere or disrupt networks connected to the Recruit Tracker Platform or interfere with other ability to access or use the Recruit Tracker Platform; (f) not to distribute, promote or transmit through the Recruit Tracker Platform any unlawful, harmful, defamatory, obscene, pornographic or otherwise objectionable material of any kind or nature; (g) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (h) not to interfere with another customer’s use and enjoyment of the Recruit Tracker Platform or another person or entity's use and enjoyment of similar services; (i) not to use the Recruit Tracker Platform in any manner that impairs the Recruit Tracker Platform, including without limitation the servers and networks on which the Recruit Tracker Platform are provided; (j) not to run Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while Customer is not logged into the Recruit Tracker Platform, or that otherwise interfere with the proper working of the Recruit Tracker Platform (including by placing an unreasonable load on the Recruit Tracker Platform infrastructure); (k) not to launch any program that “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Recruit Tracker Platform (through use of manual or automated means).and (l) to comply with all regulations, policies and procedures of networks connected to the Recruit Tracker Platform and Recruit Tracker’s service providers.  Customer acknowledges and agrees that Recruit Tracker neither endorses the contents of any Customer communications or Customer Datanor assumes any responsibility for any offensive material contained therein, any infringement of third party intellectual property rights arising therefrom or any crime facilitated thereby.  Recruit Tracker may remove any violating content posted or stored using the Recruit Tracker Platform or transmitted through the Recruit Tracker Platform, without notice to Customer.  Notwithstanding the foregoing, Recruit Tracker does not and is not obligated to verify, authenticate, monitor or edit the Customer Data or any other information or data input into or stored in the Recruit Tracker Platform for completeness, integrity, quality, accuracy or otherwise.  Customer shall be responsible and liable for the completeness, integrity, quality and accuracy of Customer Data input into the Recruit Tracker Platform.  Recruit Tracker does not guarantee or make any promises regarding the accuracy or completeness of the Customer Data, Third Party Data  or any such other data or information.  Recruit Tracker reserves the right to amend, alter, or modify Customer’s conduct requirements as set forth in this Agreement at any time.  Recruit Tracker may deliver notice of such updated requirements to Customer via e-mail.  Customer’s continued access to and use of the Recruit Tracker Platform following issuance of such updated Customer requirements shall constitute Customer’s acceptance thereof. 

6.          FEES AND TAXES.

6.1                Fees.  Customer agrees to pay the fees and charges set forth in Order Form (collectively, “Fees”).  All Fees are billed according to the billing cycle specified in the Order Form.  Unless otherwise set forth in Order Form any subscription or ongoing Fees will be due on the first of the month or on the anniversary date for any annual subscription. Should Customer Data exceed the limits of subscription plan, HIRABL will charge $0.90 USD per unique contact in increments of one thousand (1,000) contacts. Except as otherwise expressly provided in this Agreement, Fees are non‑refundable once paid.

6.2                Taxes.  The Fees are exclusive of all sales, use, value added and other taxes or duties and Customer shall pay all such taxes (excluding taxes based on HIRABL’s net income).

6.3                Late Payments.  Any payment not received from Customer by the due date shall accrue (except with respect to charges then under reasonable and good faith dispute), at the lower of one and a half percent (1.5%) of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. Customer shall also pay all sums expended (including reasonable legal fees) in collecting overdue payments.

6.4                Currency Control. Customer represents and warrant that, as of the Effective Date of this Agreement, no currency control laws applicable in countries other than the United States where Customer conducts the activities under the Agreement prevent the payment to HIRABL of any sums due under this Agreement.  If any such laws come into effect and the local government of the Territory does not permit that payment be made in United States Dollars, Customer will notify HIRABL immediately, and if so instructed by HIRABL, deposit all monies due HIRABL to the account of HIRABL in a local bank of HIRABL's choice in the affected country.

7.          OWNERSHIP. 

7.1                Recruit Tracker Platform.  As between Recruit Tracker and Customer, all right, title and interest in the Recruit Tracker Platform, the Services and any other Recruit Tracker materials furnished or made available hereunder, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by Customer regarding the Recruit Tracker Platform, including all copyright rights, patent rights, trademark rights, and other intellectual property rights in each of the foregoing, belong to and are retained solely by Recruit Tracker or Recruit Tracker’s licensors and providers, as applicable.  Customer hereby does and will irrevocably assign to Recruit Tracker all ideas, feedback and suggestions made by Customer to Recruit Tracker regarding the Recruit Tracker Platform (collectively, “Feedback”) and all intellectual property rights in the Feedback.  Customer agrees to execute any documents or take any actions as may reasonably be necessary, or as Recruit Tracker may reasonably request, to perfect such ownership of the Feedback.  To the extent any of the rights, title and interest in and to Feedback or intellectual property rights therein cannot be assigned by Customer to Recruit Tracker, Customer hereby grants to Recruit Tracker an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest.  Except for the express licenses granted in Section 2.1 (License Grant), there are no other licenses granted to Customer, express, implied or by way of estoppel.  All rights not granted in this Agreement are reserved by Recruit Tracker.

7.2                Aggregated Statistics. Notwithstanding anything else in these Terms or otherwise, Recruit Tracker may monitor Customer’s use of the Services and use data and information related to such use, Customer Data, and Third Party Data in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”).  All right, title and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely byRecruit Tracker.  Customer acknowledges that Recruit Tracker will be compiling Aggregated Statistics based on Customer and information input by other customers into the Services and Customer agrees that Recruit Tracker may (a) make such Aggregated Statistics publicly available, and (b) use such information to the extent and in the manner required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify Customer or Customer Data.

7.3                Third Party Data.  As between Recruit Tracker and Customer, all right, title and interest in (i) the Third Party Data, (ii) any information input into the Recruit Tracker Platform by Recruit Tracker; (iii) all analytics generated by the Recruit Tracker Platform, including without limitation, the Aggregated Statistics  and (iv) all intellectual property rights in each of the foregoing, belong to and are retained solely Recruit Tracker.   

8.          TERM AND TERMINATION. 

8.1                Term; Renewal.  This Agreement commences on the Effective Date and this Agreement shall continue for the Subscription Terms set forth on Order Form.  Thereafter, the Subscription Term will automatically renew for successive Subscription Terms of equal length to the original Subscription Term.  Either party may terminate this Agreement effective at the end of the Subscription Term  or any renewal Subscription Term  by providing the other party at least three (3) months prior written notice prior to the end of the then applicable Subscription Term.

8.2                Termination for Breach; Insolvency.  Either party may terminate this Agreement upon written notice if the other party has breached a material term of this Agreement and has not cured such breach within thirty (30) days of receipt of written notice from the non-breaching party specifying the breach.  Either party may terminate this Agreement if (i) the other party has a receiver appointed for it or its property; (ii) the other party makes an assignment for the benefit of creditors; (iii) any proceedings are commenced by, for or against the other party under any bankruptcy, insolvency or debtor's relief law; or (iv) the other party is liquidated or dissolved.

8.3                Failure to Pay/Customer Conduct.  Recruit Tracker may suspend or terminate Customer’s and Users’ access to the Recruit Tracker Platform, at Recruit Tracker’s sole option, with notice to Customer, if: (i) any payment is delinquent by more than ten (10) days after notice of late payment from Recruit Tracker and such suspension or termination shall continue until payment of all amounts owed are received, or (ii) if Customer breaches Section 5.2 (Compliance with Laws) or 5.3 (Conduct) and such suspension or termination will continue until the applicable issue is resolved.

8.4                Effect of Termination.  Recruit Tracker shall not be liable to Customer or any third party for Recruit Tracker’s suspension or termination of Customer’s access to, or right to use, the Recruit Tracker Platform as such termination or suspension is authorized under this Agreement.  Upon termination or expiration of this Agreement, Customer will be obligated to pay the balance due of any amounts owed to Recruit Tracker accruing during the term of this Agreement.  Upon the effective date of expiration or termination of this Agreement for any reason, whether by Customer or Recruit Tracker, (i) Customer’s right to access and use the Recruit Tracker Platform shall immediately cease, (ii) Customer and its Users’ access to the Recruit Tracker Platform will terminate and (iii) Customer shall cease accessing and using the Recruit Tracker Platform and Recruit Tracker may take such actions to preclude such access and use. 

8.5                Survival. The following Sections of this Agreement shall survive the termination of this Agreement:  Sections 6 (Fees and Taxes), 7 (Ownership) 8 (Term and Termination), 9 (Confidentiality), 11 (Warranty Disclaimer), 12 (Indemnification), 13 (Limitation of Liability), and 14 (General).  Recruit Tracker shall retain Customer Data generated by Customer’s use of the Recruit Tracker Platform for a period of up to thirty (30) days after expiration or termination of this Agreement without charging Customer an additional fee, provided that Recruit Tracker shall be the right, but not the obligation, to destroy, remove or archive any Customer after such 30-day period expires.   Upon request of Customer, if made within thirty (30) days of termination, Recruit Tracker will provide Customer Data in comma separated value (.csv) format along with attachments in their native format.

9.          CONFIDENTIALITY.

9.1                Obligations.  Each of the parties agrees to maintain in confidence any non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement that a party knows or reasonably should know is considered confidential by the disclosing party (“Confidential Information”). The parties hereby agree that Recruit Tracker’s Confidential Information includes the terms and conditions of this Agreement, and any discussions related thereto as well as the Recruit Tracker Platform and materials provided with respect to the Recruit Tracker Platform and that Customer’s Confidential Information includes the Customer (which Recruit Tracker will not share with any third party except as set forth herein. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care.  Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither party shall make Confidential Information available to any other person or entity without the prior written consent of the other party. 

9.2                Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto.   A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

9.3                Destruction or Return of Confidential Information.  Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other party’s Confidential Information.  All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving party in any form or for any reason.

10.        WARRANTY DISCLAIMER.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RECRUIT TRACKER AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL, AND MAKE NO, WARRANTIES (WHETHER EXPRESS, STATUTORY, IMPLIED OR OTHERWISE ARISING IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE), INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.  RECRUIT TRACKER DOES NOT WARRANT THAT THE RECRUIT TRACKER PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE RECRUIT TRACKER PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. 

11.        INDEMNIFICATION.  Recruit Tracker shall defend, or at its option settle, any third party claims or suits against Customer based on a claim that the Recruit Tracker Platform infringes any patent issued as of the Effective Date or any copyright or trade secret; and Recruit Tracker shall pay any final judgment entered against Customer in any such claim or suit or Recruit Tracker agreed to settlement amount; provided (a) Recruit Tracker is promptly notified by Customer in writing of such claim or suit, (b) Recruit Tracker or its designee has sole control of such defense and/or settlement, and (c) Customer gives all information and assistance reasonably requested by Recruit Tracker or such designee, at Recruit Tracker’s expense.  To the extent that use of the Recruit Tracker Platform is enjoined, Recruit Tracker may at its option either (i) procure for Customer the right to use the Recruit Tracker Platform, (ii) replace the Recruit Tracker Platform with other suitable solution, or (iii) terminate this Agreement and refund to Customer the Fee(s) paid by Customer during the three (3) month period prior to such termination.  Recruit Tracker shall have no liability under this Section or otherwise to the extent a claim or suit is based upon use of the Recruit Tracker Platform in combination with software or hardware not provided by Recruit Tracker.  The terms in this Section shall be Customer’s sole and exclusive remedy in connection with third party claims of infringement.

12.        LIMITATION OF LIABILITY. 

12.1             Limitation on Direct Damages.  IN NO EVENT SHALL RECRUIT TRACKER’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRIOR TO CLAIM, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, LESS, IN ALL CIRCUMSTANCES, ANY AMOUNTS PREVIOUSLY PAID (AS OF THE DATE OF SATISFACTION OF SUCH LIABILITY) BY RECRUIT TRACKER TO CUSTOMER IN SATISFACTION OF ANY LIABILITY UNDER THIS AGREEMENT. 

12.2             Waiver of Consequential Damages.  IN NO EVENT SHALL RECRUIT TRACKER OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF RECRUIT TRACKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

12.3             Essential Purpose.  Customer acknowledges that the terms in this Section 13 are an essential bases of the bargain described in this Agreement and that, were Recruit Tracker to assume any further liability, the Fees would out of necessity, be set much higher.

13.        GENERAL.  Recruit Tracker may subcontract to third parties some or all of Recruit Tracker’s obligations under this Agreement.  All notices to a party shall be in writing and sent to the addresses specified in above or such other address as a party notifies the other party, and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement may not be assigned or transferred by Customer, including without limitation, by merger, operation of law or otherwise, without Recruit Tracker’s prior written consent.  Any assignment in derogation of the foregoing is null and void.  Recruit Tracker may freely assign or transfer this Agreement. This Agreement shall inure to the benefit of each party’s successors and permitted assigns.  This Agreement, together with all addenda, schedules, and exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements and understandings between the parties relating to the subject matter hereof.  The failure of Recruit Tracker to require performance by Customer of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Recruit Tracker of a breach of any provision hereof be taken or held to be a waiver of the provision itself.  Except as otherwise provided herein, this Agreement may be amended or superseded only by a written instrument signed by both parties.  This Agreement shall be governed by the laws of the state of California, excluding its conflict of laws rules, unless expressly stated on the Order Form. The parties further agree that the exclusive venue and jurisdiction for any dispute arising or relating to this Agreement shall be a court of competent jurisdiction located in San Francisco, California, unless a specific location is expressly stated on the Order Form. Any provision of this Agreement held to be unenforceable shall not affect the enforceability of any other provisions of this Agreement.  Neither party shall be in breach of this Agreement if its failure to perform any obligation under this Agreement, except for payment of Fees, is caused by events or conditions beyond that party’s reasonable control, including, without limitation, acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements.  Pre-printed terms and conditions on or attached to any Customer purchase order or other document shall be of no force or effect. 

14.        MARKETING. Recruit Tracker may use Customer’s name as part of a general list of customers and may refer to Customer as a user and customer of the Recruit Tracker Platform in its general advertising and marketing materials.

By signing below, you represent that you are authorized to sign on behalf of the applicable party. 

Customer:                                                                                       

Name:                                                                                                                                                                                        

Title:                                                                                                                                                                                      

Signature:     

Recruit Tracker, Inc.

Name:                                                                                                                                                                                        

Title:                                                                                                                                                                                      

Signature:                                                                                       

 

EXHIBIT A

ORDER FORM

Client & Billing Details

 Client Name:

Billing Contact:

Billing Email:

Card Type (Visa, Mastercard, or AmEx):

Name on Credit Card:

Credit Card Number:

Expiration Date (MM/YY):

3- or 4-digit Security (CVV) Code:

Billing Street Address:

Billing City:

Billing Zip Code:

IT Contact:

IT Email:

 

Licensed Service: Recruit Tracker Platform.

Contract Start Date:

Contract End Date:

Contract Amount:

Billing Cycle:

Payment Terms:

 

Order Form & Contractual Agreement

This order is governed by the Software as a Service (SaaS) Terms and Conditions entered into with Customer.

Recruit Tracker

Signature:

Name:

Title:

Customer

Signature:

Name:

Title: