The Service

The Offerdox Service (the "Service") provides the tools you need to configure and manage a fully hosted e-recruitment website.  Offerdox (“we” or “We”) makes the service available via the Internet. You are responsible for providing and maintaining all computer equipment and software and telecommunications services necessary to access the Internet from your own premises.  We will make all commercially reasonable efforts to protect the security of any servers, software, and internal networks that we use to provide the Service.

We warrant that:

• We will provide the Service in accordance with best industry practices for comparable systems.

• The Service will operate according to the specifications in any training materials and technical documentation that we provide you (“Client,” its employees or agents, “You” or “you”) with.

Your sole and exclusive remedy and our sole obligation for any breach of any warranty contained in this Section shall be:

• Repair or replacement of any purportedly defective component of the Service

• Or if Offerdox is unable to repair or replace the purportedly defective component within a reasonable period of time, a pro-rata refund of all monthly fees actually paid by you, attributable to the purportedly defective component of the Service from the date that you explicitly initiate the refund period in writing. 

Privacy

Offerdox is committed to ensuring compliance with all relevant state and country-specific Personal Data privacy regulations, including the European Union’s General Data Protection Regulation (“GDPR”), and the California Consumer Privacy Act (“CCPA”). We treat Client Data as your confidential information, and will not sell, loan, rent, or otherwise make such data available to any third party without your prior written consent, and will not disclose it without your prior written consent except as required by law, or as we reasonably believe is necessary to safeguard Offerdox, the networks or facilities used by Offerdox, or the safety of any person. "Client Data" means data that has been added to the Offerdox Database (which means data stored in Offerdox or any 3rd party service explicitly covered by these Terms and Conditions) by you, and may include, without limitation, client-specific candidate application dates, candidate answers to client-specific application questions, recruiter and hiring manager notes, candidate disposition data, and other data that pertains to the internal recruiting operations of the client. “Client Data” does not include aggregate, statistical, or anonymized template data (which means, but is not limited to, data used for machine learning, workflow patterns, or generic data libraries), or Personal Data (which means the names, addresses, telephone numbers, email addresses, resume details and any other data provided by or on behalf of a person that is reasonably considered individual personal information).

Ownership and branding of the Service

Nothing in your Hosting Agreement or these Terms and Conditions grants or transfers to you any ownership rights in the Service, including the software and all copyrights, patents, trademarks, trade secret rights, and other intellectual property rights related to it.  Any modifications, improvements, or adaptations of the Service, no matter by whom made or paid for, shall remain the property of Offerdox, unless agreed otherwise in writing.

You will not remove or attempt to remove or obscure the Offerdox logo from the web pages of the Service.

Your responsibilities

You agree to comply with the terms of your Hosting Agreement and these Terms and Conditions, as well as all applicable laws and regulations, including, but not limited to, those related to pornography, obscenity, copyright, trademark, other intellectual property rights, data privacy, employment discrimination, retention of employment records, international communications, import and export regulations, and tax laws and regulations.  You are solely responsible for any content contained on your website.  You may not resell, re-market, or otherwise redistribute the Service or any portion thereof or offer services to others for the creation of websites using the Service without the written permission of Offerdox.  You acknowledge that access to the Service's internal interfaces is restricted to authorized users only and that you are responsible for managing and directing such authorized users. You agree that you will not interfere with the operation of the Service or its security measures and will not share passwords with third parties.  You agree to notify Offerdox promptly if you suspect unauthorized use of the Service.  Until you notify Offerdox, you remain solely responsible for such unauthorized use and any damages that may result from them.  You further agree to notify Offerdox immediately in the event you become subject to any lawful order or process that would prohibit or limit your use of the Service.

YOU AGREE TO EMPLOY APPROPRIATE PROCEDURES FOR LIMITING ACCESS TO ANY EMPLOYMENT RECORDS CREATED USING THE SERVICE.

We reserve the right to remove any content if, in our reasonable opinion, it violates any laws, or the Offerdox Hosting Agreement, or these Terms and Conditions. The following examples describe certain actions relating to the content and operation of your website that we consider to be inappropriate and thus prohibited.  These examples are provided solely for your guidance.  If you are unsure whether any contemplated use or action is permitted, please contact us. Our right to remove inappropriate content under this policy shall not place an obligation on us to monitor or exert editorial control over your website.

Actions that we consider inappropriate and grounds for removal of offending material or termination of the Service include, but are not limited to, the following: 

• Using the Service for the commercial sale of products, or for purposes other than those related to recruitment for positions at your organization.

• Using the Service to post any content that is obscene, lewd, lascivious, pornographic, contains nudity or sexual acts, filthy, excessively violent, harassing, or otherwise objectionable.

• Using the Service to post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups, or individuals or which provides instruction, information, or assistance in causing or carrying out such violence.

• Using the Service to post any content that holds Offerdox or their affiliates, employees, or shareholders up to public scorn or ridicule or may in any way damage or impair Offerdox's reputation or goodwill.

• Using the Service to post any content that violates any copyrights, patents, trademarks, trade secrets, or other intellectual property rights of others.

• Failing to obtain all required permissions when using the Service to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual property laws including copyright and patent laws.

• Deleting or altering author attributes, copyright notices, or other copyright management information, unless expressly permitted in writing by the author or owner.

• Using the Service to post libelous, defamatory, scandalous, threatening, or harassing information, to post private information without the permission of the person(s) involved, or to post content that is likely to cause emotional distress.

• Introducing viruses, worms, Trojan horses, or other harmful code onto the Internet.

In operating your web site, you agree to assume sole responsibility for the following: 

• Acquiring any authorization(s) necessary for hypertext links to third-party websites.

• Using the website in a manner consistent with any and all applicable laws and regulations, whether international, national, state or local.

• Ensuring the accuracy of information and materials you provide for display on the website, including, without limitation, descriptive claims, warranties, guarantees, the nature of your business, and address where your business is located.

• Ensuring that your web site does not contain any content or materials that are obscene, threatening, malicious, or defamatory or which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy, or other third party rights, or which might otherwise expose Offerdox to civil or criminal liability.

Termination

Upon termination or expiration of the Hosting Agreement, your right to use the Service shall terminate immediately. As soon as practical after termination, and upon your written request, we will provide you with an up-to-date computer-readable listing of your job seeker database on a permanent media such as CD, which means uploaded resumes in their original form (for example, as Microsoft Word documents), and sufficient information to relate these documents to the individual job seekers. This does not include the data for those job seekers who have elected to keep their details private from you. After termination, we will make no use of your Client Job Seeker Data and will delete all working copies of such data within 30 days of termination (apart from such residual information as may reside elsewhere, for example in off-site backups).

Disclaimer of Warranties

THE SERVICE IS NOT A SUBSTITUTE FOR LEGAL OR OTHER PROFESSIONAL ADVICE.  YOU ARE RESPONSIBLE FOR OBTAINING APPROPRIATE PROFESSIONAL ADVICE REGARDING HIRING AND OTHER EMPLOYMENT ISSUES.

EXCEPT AS OTHERWISE SET OUT IN THIS AGREEMENT, THE SERVICE IS PROVIDED AS IS, WITH ALL FAULTS, AND Offerdox EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE NON/INFRINGEMENT. EXCEPT AS OTHERWISE SET OUT IN THIS AGREEMENT, Offerdox DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED.  Offerdox DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, OR OTHERWISE.

YOU ARE ENTIRELY RESPONSIBLE FOR AND ASSUME ALL RISK FOR USE OF THE SERVICE.  YOU SHOULD NOT USE THE SERVICE IN HIGH-RISK ACTIVITIES WHERE SUBSTANTIAL DAMAGE OR LEGAL OBLIGATIONS COULD RESULT IF AN ERROR OCCURRED.  Offerdox IS NOT RESPONSIBLE FOR TRANSMISSION ERRORS OR CORRUPTION OR SECURITY OF INFORMATION STORED WITHIN THE SERVICE OR CARRIED OVER TELECOMMUNICATION LINES.

Limitation of Liability

IN NO EVENT SHALL Offerdox BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR CONNECTED IN ANY WAY WITH YOUR HOSTING AGREEMENT, THESE TERMS AND CONDITIONS, OR THE SERVICE, EVEN IF Offerdox HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE TOTAL LIABILITY OF Offerdox TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO Offerdox IN THE THREE MONTHS PRIOR TO THE EVENT CAUSING LIABILITY.

You agree that the foregoing limitation of liability represents a fair allocation of risk and is a material inducement to Offerdox's entering into a Hosting Agreement with you.

Indemnity

You agree to defend, indemnify and hold Offerdox harmless against any and all liabilities, losses, damages, judgments, claims, causes of action, and costs (including legal fees and disbursements) for any and all third party claims resulting from any information you provide in connection with your use of the Service, including the content of your web site or job postings or any information contained therein, provided that Offerdox promptly notifies you of any such claim and provides you with such assistance as you may reasonably request in defending such claim.

Offerdox agrees to defend, indemnify, and hold you harmless against any and all liabilities, losses, damages, judgments, claims, causes of action, and costs (including legal fees and disbursements) resulting from any and all third-party claims to allege that: (i) the Service infringes a patent or any copyright of any third party; and/or (ii) the Service misappropriates any trade secret of any third party; provided that you promptly notify Offerdox of any such claim and provide Offerdox such assistance as Offerdox may reasonably request in defending such claim.  

Notwithstanding the foregoing, Offerdox shall not have any liability: (x) for any allegation based on your continuation of any allegedly infringing activity after you are notified thereof or informed of modifications that would have avoided any alleged infringement; (y) for any allegation based upon your use of the Service in any way not contemplated by this Agreement, including any use in combination with other services, products, software, or devices not furnished by Offerdox or contemplated by this Agreement; or (z) for any allegation for which you are obligated to defend, indemnify and hold Offerdox harmless pursuant to these Terms and Conditions.

Offerdox shall have the right, in its reasonable discretion, to settle the alleged claim, procure a license for you to continue to use the Service, replace or modify the Service with a non-infringing version with substantially similar function and performance, or, if the foregoing is not possible, return your monthly fees and terminate this agreement without further liability of any kind to you.  This Section states your sole and exclusive remedy for intellectual property infringement.

Promotions

The existence (though not the terms) of the Hosting Agreement may be disclosed by either party.

You agree that we may identify you as a user of the Service in press releases or other promotional material and on the Offerdox website, and may include a link to your Service from the Offerdox website.

Disputes

If you wish to dispute any item appearing on an invoice sent to you, you must, prior to the payment date, communicate in writing to Offerdox, setting out reasons for the dispute and secondly to pay the undisputed portion of the invoice by the payment due date.  Offerdox agrees to seek to resolve all disputes within a maximum period of 30 days upon receipt of your written notice of claim.

Where any dispute is unresolved 30 days from the date of our receipt of notification, both parties agree that then the parties shall settle the dispute by mediation in terms of the Dispute Resolution section in these Terms and Conditions.

Dispute resolution

The Hosting Agreement and these Terms and Conditions shall be governed by the law of the State of California (and by federal law where applicable), without reference to choice of law provisions of California or any other jurisdiction.  The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.  Except as provided below, any controversy or claim arising out of or relating to the Hosting Agreement and these Terms and Conditions, including, without limitation, the interpretation or breach thereof, shall be submitted to a single arbitrator in San Francisco, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association.  The award of the arbitrator shall be made in writing, with findings of fact and conclusions of law.  The arbitrator’s written decision shall be final, binding and non-appealable, and may be enforced in any appropriate jurisdiction.  Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief.  You agree that all such actions or proceedings shall be brought exclusively in the federal court for the Northern District of California or the state court of the City and County of San Francisco, as the case may be, and you irrevocably consent to the exclusive personal jurisdiction of such courts.  Each party waives any right it may have to assert the doctrine of forum non-conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this Section.  In any action/arbitration brought under the Hosting Agreement or these Terms and Conditions, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs, including expert witness fees, of litigation or enforcement of a judgment or an arbitration award.

Assignment

You may not assign any of its benefits or obligations under the Agreement without our prior written consent of Offerdox.

We may assign any of its benefits or obligations under the Agreement to any person without giving any notice to or obtaining your consent.  In the event that we assign any of its benefits or obligations under these Terms and Conditions, references to us contained in these Terms and Conditions shall be deemed to include, where appropriate, reference to any assignee, but its employees, agents, and independent contractors, shall continue to have the benefit of the exclusions of liability herein.

Force Majeure

You acknowledge that Offerdox cannot be held liable for permanent interruption to service due to any delay, default, or failure of operation by any event beyond our control, including but not limited to acts of terrorism, war, accident, acts of God, industrial action, embargo, malfunction or destruction of the satellite or default by any other service provider or third party. ("Force Majeure Event").

Offerdox will use all reasonable efforts to minimize the duration and consequences of any failure or delay in performance resulting from any Force Majeure Event.

General

Except as otherwise expressly provided in these Terms and Conditions the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto.

If any provision of this agreement is or becomes or is declared invalid, unenforceable, or illegal by the courts of the jurisdiction to which it is subject such invalidity, the unenforceability or illegality shall not prejudice or affect the remaining provisions of this agreement which shall continue in full force and effect notwithstanding such invalidity, unenforceability or illegality.

These Terms and Conditions and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matter of same. Neither this Agreement nor any term in it may be amended, waived, discharged, or terminated except by a written instrument signed by all parties hereto and/or as specified herein.

No forbearance, delay, or indulgence by us in enforcing the provisions of this agreement shall prejudice or restrict our rights, nor shall any waiver of those rights operate as a waiver of any subsequent breach.

Notice or other communication between you and Offerdox may be given by conventional first-class mail or by e-mail and shall be effective upon receipt.  An electronic communication appearing to be from the e-mail address you supply to us establishes you as its originator and has the same effect as a document with your written signature on it.