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his MSA governs Recruiterflow Inc.’s (Recruiterflow) provision of software and services to its
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Customers and the Customers’ use of those services in accordance with this MSA andanyOrder
Form (Services). By entering into an Order Form between Recruiterflow and the Customer, that
incorporates this MSA by reference, the Customer agrees to the terms of this MSA.
he individual signing the Order Form on behalf of the Customer represents that they have the
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authority to bind the Customer.
1 Definitions and interpretation
1.1 he definitions and rules of interpretation set out in the schedule shall apply to our
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Agreement.
1.2 In our Agreement:
1.2.1 each Order Form entered into by the Customer shall form a separate agreement,
incorporating this MSA, together, ourAgreement);
1.2.2 later versions of documents shall prevail over earlieronesifthereisanyconflictor
inconsistency between them;
1.2.3 Recruiterflow and the Customer are together the parties and each a party, and a
reference to a party includes that party’s successors and permitted assigns; and
1.2.4 any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar
ords and expressions shall be construed asillustrativeonlyandshallnotlimitthe
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sense of any word, phrase, term, definition or description preceding those words.
2 Rights of use
2.1 ubject to the terms of our Agreement,RecruiterflowgrantstheCustomeranon-exclusive,
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non-transferable,non-sublicensablerighttoaccessandusetheServicesinaccordancewith
this Agreement, during the Term, in the manner agreed between the Parties.
2.2 The Customer will:
2.2.1 complywithallapplicablelaws,rulesandregulationsinconnectionwithitsuseofthe
Services;
2.2.2 not, and will not permit any third party to: (i) copy, modify, translate, or create
erivative works of the Services; (ii) reverse engineer, decompile, disassemble or
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otherwise attempt to reconstruct, identify or discover any source code, underlying
ideas, underlying user interface techniques, or algorithms oftheServices;(iii)lend,
lease,offerforsale,sellorotherwiseusetheServicesforthebenefitofthirdparties;
(iv)circumventorattempttocircumventanytechnologicalprotectivemeasuresputin
place to prevent or restrict access totheServices,includingwithoutlimitationother
accounts, computer systems or networks connected to the Services; or (v) use or
view the Services for the purposes ofdeveloping,directlyorindirectly,aproductor
service competitive to the Services;
2.2.3 usecommerciallyreasonableeffortstopreventunauthorizedaccesstooruseofthe
Services, and notify Recruiterflow promptly of any such unauthorized use or access;
2.2.4 otherthanthroughtheClientPortalortoserviceprovidersapprovedbyRecruiterflow,
ot make the Services available to any third-party or use the Services to store or
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transmit data that infringes or violates a third-party’s rights; and
2.2.5 not knowingly use the Services to transmit malware or malicious code.
2.3 he Customer acknowledges that the Services do not include any services, systems or
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equipment required to access the internet or the Services and that the Customer is solely
responsibleforprocuringaccesstotheinternetandforallcostsandexpensesinconnection
with internet access, communications, data transmission and wireless or mobile charges
incurred by it in connection with use of the Services.
3 Authorised Users
3.1 heCustomershallensurethatonlyAuthorisedUsersusetheServicesandthatsuchuseis
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at all times in accordance with our Agreement. The Customer shallensurethatAuthorised
Usersare,atalltimeswhiletheyhaveaccesstotheServices,theemployeesorcontractors
of the Customer.
3.2 he Parties shall each keep a list of all Authorised Users and the Customer shall notify
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Recruiterflow promptly if any updates to any listofAuthorisedUsersaremadeorrequired,
includingwhenAuthorisedUsersceasetobeemployedorengagedbyarelevantentitysuch
that they are no longer entitled to be Authorised Users. Where termination of such
relationship is known in advance, the Customer shall provide such information as soon as
reasonablypossiblepriortosuchterminationofthatrelationship,togetherwiththedatesuch
person shall cease to be an Authorised User.
3.3 he Customer shall ensure that the number of Authorised Users for the Services do not
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exceedthenumberofpurchasedAuthorisedUseraccountsfortheService,assetoutonan
OrderForm,atanytime.TheCustomerisentitledtoremoveoneindividualasanAuthorised
User and replace them with another individual in accordance with the terms of our
Agreement, but Authorised User accounts cannot be shared or used by more than one
individual at the same time.
3.4 WithoutprejudicetoanyotherrightorremedyofRecruiterflow,intheeventtheCustomerisin
reach of clause 3.3 then:
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3.4.1 thewarrantiesinclause8.1shallceasetoapplyforthedurationoftheperiodduring
which the Customer is in breach of clause 3.3; and
3.4.2 the Customer shall be liable to pay for the number of Authorised Users abovethe
umber of Authorised Users accounts purchased for the Services for the relevant
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period during which infringement occurred.
3.5 The Customer shall:
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3.5.1 be liable for the acts and omissions of the Authorised Users;
3.5.2 only provide Authorised Users with access to the Services and shall not provide
access to (or permit access by) anyone other than an Authorised User; and
3.5.3 procurethateachAuthorisedUserisawareof,andcomplieswith,theobligationsand
r estrictionsimposedontheCustomerunderourAgreement,includingallobligations
and restrictions relating to Recruiterflow’s Confidential Information.
3.6 heCustomerwarrantsandrepresentsthatit,andallAuthorisedUsersandallothersacting
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onitsortheirbehalf(includingsystemsadministrators)shallkeepconfidentialandnotshare
with any third party (or with other individuals except those with administration rights atthe
Customer, their password or access details for the Services.
3.7 The Customer shall at all times comply with the terms of the Agreement.
3.8 If any password has been provided to an individual that is not an Authorised User, the
Customer shall, without delay, disable any such passwords and notify Recruiterflow
immediately.
4 Indemnity
4.1 he Customer shall indemnify, keep indemnified and hold harmlessRecruiterflowfromand
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againstanythird-partyclaim,action,suitorotherproceedings(includingreasonablelegaland
otherprofessionalfeesandexpenses)inrelationto:(i)Recruiterflow’suseofCustomerData
as it was submitted to Recruiterflow in accordance with our Agreement; (ii) Customer’s
AffiliatesandCustomer’sUsers’non-compliancewiththisAgreement,thisclause4shallnot
be subject to the limitations of liability set out in clause 15.
5 Support
5.1 Recruiterflow shall:
5.1.1 use reasonable endeavours to notify the Customer in advance of scheduled
aintenance, but the Customer acknowledges that it may receive no advance
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notification for downtime caused by Force Majeure or for other emergency
maintenance;
5.1.2 have an uptime of 99.8% per calendar year (on a rolling basis) not including any
scheduled maintenance; and
5.1.3 provide the Services in accordance with the Service Levels published on the
Recruiterflow website from time to time (the “ServiceLevels”).
5.1.4 Recruiterflow may offer additional support services to the Customer in accordance
with an Order Form.
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6 Customer Data
6.1 ustomer may request 1 data backup each quarter, Recruiterflowwillprovidesuchbackup
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within 30 days of a written request from the Customer. Recruiterflowmayagreetoprovide
furtherback-upsofCustomerDataatitssolediscretionforafee.Onexpiryorterminationof
this Agreement the Customer may request a copy of the Customer Data. Recruiterflow
reservestherighttodeleteCustomerDatawithin3monthsfollowingexpiryorterminationof
this Agreement.
6.2 xceptasotherwiseexpresslyagreedinourAgreement,Recruiterflowshallnotbeobligedto
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provide the Customer with any assistance extracting, transferring or recovering any data
whether during or after the Term. The Customer acknowledges and agrees that it is
responsible for maintaining safe backups and copies of any Customer Data, including as
necessary to ensure the continuation of the Customer’s business. The Customer shall,
without limitation, ensure that it backs up (or procures the back up of) all Customer Data
regularly.
6.3 ustomergrantsRecruiterflowalimitednon-transferablelicencetouseitsCustomerDatain
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accordance with this Agreement and to enable Recruiterflow to provide the Services.
6.4 ecruiterflow shall have no liability (howsoever arising, including in negligence) for any
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deletion or destruction of any such Customer Data undertaken in accordance with our
Agreement.
6.5 ustomer agrees that Recruiterflow mayuseCustomerDataforinternalbusinesspurposes
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including to calculate aggregate, anonymized statistics about its customers' use of the
Services and to improve and enhance Recruiterflow’s Services. Recruiterflow shall ensure
that such use of such anonymised Customer Data does not include any personal data.
7 Changes to services and terms
7.1 ecruiterflowmayupdateanypartofourAgreement(excludingineachcasetheOrderForm)
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from time to time by notifying the Customer of such update by e-mail or by any other
reasonable written means which Recruiterflow elects.
7.2 ny such updates shall become effective not less than 30 business days’ after such
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notification.
7.3 IntheeventthattheCustomerreasonablybelievesthatanysuchupdatemateriallyimpactsit
negatively in anymanneritmaybynoticeelecttoterminateourAgreementinrespectofall
impactedServices,provideditexercisessuchrightpriortosuchupdatetakingeffectpursuant
toclause6.2,byprovidingwrittennoticetoRecruiterflow.Intheeventofsuchterminationthe
Customershallreceiveapro-ratarefundofanypre-paidFeesinrespectofsuchterminated
Services.
7.4 he Customer acknowledges that Recruiterflow shall be entitledtomodifythefeaturesand
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functionality of the Services. Recruiterflow shall use reasonable endeavours to ensurethat
any such modification does not materially adversely affect the use of the Services by
Recruiterflow’s customers generally.
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8 Fees
8.1 The Customer shall pay Recruiterflow the fees as set out on any applicable Order Form
( collectively, theFees) in advance due on receipt(unless otherwise set out in an Order Form).
8.2 he Fees are exclusive of any taxes. Customer shall be responsible for payment of all
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applicabletaxes.IfRecruiterflowisresponsibleforpayinganytaxesbasedonprovisionofthe
Services then such taxes will be billed to and paid by the Customer.
8.3 ees payable to Recruiterflow under our Agreement shall be paid by a payment method
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reasonablyacceptabletothepartiesorassetoutonanOrderFormunlessotherwisenotified
by Recruiterflow to the Customer in writing in accordance with our Agreement.
8.4 ecruiterflowshallhavetherighttochargeinterestonoverdueinvoicesattherateof1.5%of
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the outstanding amount per month or the maximumratepermittedbylaw,whicheveristhe
lower, calculated from the date when payment became dueuptoandincludingthedateof
actual payment whether before or after judgment.
8.5 nless specified otherwise in the Order Form, Recruiterflowshallbeentitledtochangethe
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Fees for any and all Services at any time by notice to the Customer provided that
Recruiterflow shall not be entitled to increase the Fees on less than six weeks prior notice.
8.6 otheextentourAgreementterminatesorexpirestheCustomershallnotbeentitledtoany
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refundordiscountofFeespaidforanypartsofanymonthduringwhichtheServicesceaseto
be provided.
9 Warranties
9.1 XCEPTASEXPRESSLYSETFORTHHEREIN,THESERVICESAREPROVIDED“ASIS”
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WITHOUT WARRANTY OF ANY KIND, AND RECRUITERFLOWMAKESNOPROMISES,
REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY,
OR OTHERWISE, WITHRESPECTTOTHESERVICES,INCLUDINGTHEIRCONDITION,
CONFORMITYTOANYREPRESENTATIONORDESCRIPTION,ORTHEEXISTENCEOF
ANYLATENTORPATENTDEFECTS.RECRUITERFLOWSPECIFICALLYDISCLAIMSALL
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS
FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY
WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE
ABOVE. RECRUITERFLOW DOES NOT WARRANT THAT THE SERVICES WILL BE
ERROR-FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS.
9.2 ach party represents and warrants to the other Party that: (a) it is dulyorganized,validly
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existingandingoodstandingasacorporationorotherentityasrepresentedhereinunderthe
laws and regulations of its jurisdiction of incorporation,organizationorchartering;(b)ithas
the right, power and authority to enter the Agreement and to grant the rights andlicenses
granted hereunder and to perform all of its obligations hereunder; (c) the executionofany
Order Form(s) incorporating this MSA by its representative whose signature is set forth
therein has been duly authorized by all necessary corporate ororganizationalactionofthe
Party; (d) when any Order Form incorporating this MSA is executed anddeliveredbyboth
Parties, this MSA will constitute the legal, valid and binding obligation of that Party,
enforceable against the other Party in accordance with itsterms;and(e)itwillabidebyall
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applicablefederal,stateandlocallawswithrespecttoonlineactivities,useofenduserdata
nd the products and services offered by each Party in connection with the Agreement.
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10 Customer’s responsibilities
10.1 he Customer shall (and shall ensure all Affiliates and Authorised Users shall) atalltimes
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comply with all applicable laws relating totheuseorreceiptoftheServices,includinglaws
relating to privacy, data protection and use of systems and communications.
11 Intellectual property
11.1 xcept fortherightsotherwisegrantedinthisAgreement,Recruiterflowretainsallright,title
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and interest, including all intellectual property rights, in and to theServices.TheCustomer
agrees to use theServicessolelyinaccordancewiththisAgreement.TheCustomerfurther
acknowledgesthatthelicensegrantedpursuanttothisAgreementisnotasaleanddoesnot
transfer to the Customer any title or ownership of the Services, but only a right of limited use.
12 Defense against infringement claims
12.1 Subject to clause 11.1, Recruiterflow shall:
12.1.1 defendatitsownexpenseanyclaimbroughtagainsttheCustomerbyanythirdparty
lleging that the Customer’s use of the Services infringes any copyright, database
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right or registered trademark, registered design right or registered patent in (an IP
Claim); and
12.1.2 pay, subjecttoclause11.1,allcostsanddamagesawardedoragreedinsettlement
or final judgment of an IP Claim.
12.2 The provisions of clause 11.1 shall not apply unless the Customer:
12.2.1 promptly notifies RecruiterflowuponbecomingawareofanyactualorthreatenedIP
Claim and provides full written particulars;
12.2.2 makes no comment or admission and takes no action that may adversely affect
Recruiterflow’s ability to defend or settle the IP Claim;
12.2.3 providesallassistancereasonablyrequiredbyRecruiterflowsubjecttoRecruiterflow
paying the Customer’s reasonable costs; and
12.2.4 gives Recruiterflow sole authority to defend or settle the IP Claim as Recruiterflow
considers appropriate.
12.3 he provisions of clause 15 shall apply to any payment ofcostsanddamagesawardedor
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agreed in settlement or final judgment of an IP Claim under clause 11.1.
12.4 Recruiterflowshallhavenoliabilityorobligationunderthisclause12inrespectof(andshall
ot be obliged to defend) any IP Claim which arises in whole or in part from:
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12.4.1 anymodificationoftheServices(oranypart)withoutRecruiterflow’sexpresswritten
approval;
12.4.2 any open source software;
12.4.3 any breach of our Agreement by the Customer;
12.4.4 installationoruseoftheServices(oranypart)otherwisethaninaccordancewithour
Agreement; or
12.4.5 installation or use of the Services (or any part) in combination with any software,
hardware or data that has not been supplied or expressly authorised by Recruiterflow.
12.5 ubject to clause 15.1, the provisions of this clause 12 set out the Customer’s sole and
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exclusiveremedy(howsoeverarising,includingincontract,tort,negligenceorotherwise)for
any IP Claim.
13 Data protection and privacy
13.1 ach party shall comply with its obligations under applicable data protection laws. To the
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extent that Recuiterflow processes personal data when you use the Services, the parties
acknowledgethatRecruiterflowisadataprocessorandtheCustomerisadatacontrollerand
thepartiesshallcomplywiththeirrespectiveobligationsunderapplicabledataprotectionlaw
and the terms of any data processing agreement entered into between the parties.
14 Confidentiality
14.1 he party receivingConfidentialinformation(theReceivingParty)fromthepartydisclosing
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ConfidentialInformation(theDisclosingParty),willusethesamedegreeofcarethatituses
to protect theconfidentialityofitsownconfidentialinformationoflikekind(butnotlessthan
reasonable care) to: (i) not use any ConfidentialInformationoftheDisclosingPartyforany
purposeoutsidethescopeofthisAgreement;and(ii)exceptasotherwiseauthorizedbythe
Disclosing Party inwriting,limitaccesstoConfidentialInformationoftheDisclosingPartyto
thoseofitsanditsAffiliates’employeesandcontractorswhoneedthataccessinaccordance
withthisAgreementandwhohaveagreedconfidentialityprovisionswiththeReceivingParty
containingprotectionsnotmateriallylessprotectiveoftheConfidentialInformationthanthose
herein.NeitherpartywilldisclosethetermsofthisAgreementoranyOrderFormtoanythird
party other than its Affiliates, legal counsel and accountants without the other party’s prior
written consent.
14.2 he Receiving Party may disclose Confidential Information of the Disclosing Party to the
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extent compelled by law to do so, provided the Receiving Party gives theDisclosingParty
prior notice of the compelled disclosure (to the extent legally permitted) and reasonable
assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the
disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s
ConfidentialInformationaspartofacivilproceedingtowhichtheDisclosingPartyisaparty,
andtheDisclosingPartyisnotcontestingthedisclosure,theDisclosingPartywillreimburse
the ReceivingPartyforitsreasonablecostofcompilingandprovidingsecureaccesstothat
Confidential Information.
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15 Limitation of liability
15.1 XCEPT WITH RESPECT TO EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL
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MISCONDUCTORTHEPARTIES’INDEMNIFICATIONOBLIGATIONS,INNOEVENTWILL
EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT
EXCEED THE FEES RECEIVED FROM OR PAYABLE BY LICENSEE TO
RECRUITERFLOW PURSUANT TO THE AGREEMENT IN THE TWELVE (12) MONTHS
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. EXCEPT FOR A
BREACH OF THE LICENSE RESTRICTIONS OR CONFIDENTIALITY OBLIGATIONS, IN
NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT,
INCIDENTAL,SPECIAL,ORCONSEQUENTIALDAMAGES,HOWEVERCAUSEDANDON
ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE) OROTHERWISE,ARISINGOUTOFORRELATEDTOTHIS
AGREEMENT, INCLUDING BUT NOTLIMITEDTOLOSSOFANTICIPATEDPROFITSOR
LOSS OR INTERRUPTION OF USE OF ANY FILES, DATA OR EQUIPMENT, EVEN IF
ADVISEDOFTHEPOSSIBILITYOFSUCHDAMAGES.THESELIMITATIONSWILLAPPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A
REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
16 Suspension
16.1 ecruiterflow may suspend access to the Services (or any part) to all or some of the
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Authorised Users if:
16.1.1 Recruiterflow suspects thattherehasbeenanymisuseoftheServicesorbreachof
our Agreement;
16.1.2 theCustomerfailstopayanysumsduetoRecruiterflowbytheduedateforpayment;
or
16.1.3 required by law, by court or governmental or regulatory order.
16.2 ees shall remain payable during any period of suspension notwithstanding that the
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Customer, Affiliates or some or all of the Authorized Users may not have access to the
Services.
17 Renewals
17.1 nexpiryoftheTermsetoutintheOrderForm,theServicesshallcontinueandautomatically
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renew for recurring periods of the same duration (each a Renewal Term), unlessspecified
otherwise in the Order Form. Recruiterflow reserves the right to increase the Subscription
Feesbyuptofivepercent(5%)uponeachRenewalTerm,unlessspecifiedotherwiseinthe
Order Form. Recruiterflow shall provide the Customer with written notice ofanysuchprice
increaseatleastthirty(30)dayspriortotheeffectivedateoftheRenewalTermandtheprice
increase,unlessspecifiedotherwiseintheOrderForm.TheCustomer’scontinueduseofthe
Services after the effective date of any price increase shall constitute acceptance of such
increase. If the customer does not accept the price increase, they have the option to
terminate the contract at the end of the then current term..
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17.2 IfeitherpartywishesfortheServicestoexpireattheendoftheTermoranyRenewalTerm,it
must give advance written notice at least 30dayspriortotheendofthatTermorRenewal
Term . If no written notice is given, the Service shall renew in accordance with clause 17.1.
18 Term and termination
18.1 ur Agreement shall come into force on the date the Customer signsanOrderFormand,
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unlessterminatedearlierinaccordancewithitsterms,shallcontinueuntilallapplicableOrder
Forms have expired or been terminated (“Term”).
18.2 itherpartymayterminateourAgreementimmediatelyatanytimebygivingnoticeinwriting
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to the other party if:
18.2.1 the otherpartycommitsamaterialbreachofourAgreementandsuchbreachisnot
remediable;
18.2.2 the other party commits a material breach ofourAgreementwhichisnotremedied
within 20 business days of receiving written notice of such breach; or
18.2.3 the other party has failed to pay any amountdueunderourAgreementonthedue
ate andsuchamountremainsunpaidwithin20businessdaysaftertheotherparty
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has received notification that the payment is overdue.
19 Consequences of termination
19.1 ImmediatelyonterminationorexpiryofourAgreement(foranyreason),therightsgrantedby
RecruiterflowunderourAgreementshallterminateandtheCustomershall(andshallprocure
that each Authorised User and Affiliates shall) stop using the Services.
19.2 ny unpaid Fees will become immediately due and payable. In no event will expiration or
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termination of this Agreement relieve the Customer of its obligation to pay any applicable
Fees payable up to the date of termination.
19.3 If the Customer terminates in accordance with clause 17.2, Recruiterflow will provide the
ustomer with a pro-rata refund of any prepaid Fees.
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20 Entire agreement
20.1 ur Agreement constitutes the entire agreement between the parties and supersedes all
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previous agreements, understandings and arrangements between them in respect of its
subject matter, whether in writing or oral.
20.2 achpartyacknowledgesthatithasnotenteredintoourAgreementinrelianceon,andshall
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havenoremediesinrespectof,anyrepresentationorwarrantythatisnotexpresslysetoutin
our Agreement.
20.3 Nothing in our Agreement shall limit or exclude any liability for fraud.
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21 Notices
21.1 Any notice given by a party under our Agreement shall be in writing and delivered to an
greed contact point at the other Party (as may be updated or amended from time to time).
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22 Assignment and subcontracting
22.1 xcept as expressly provided in our Agreement, Recruiterflow may at any time assign,
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sub-contract, sub-licence (includingbymulti-tier),transfer,mortgage,charge,declareatrust
of or deal in any other manner with any or all of its rights or obligations under our Agreement.
22.2 xcept as expressly permitted by our Agreement, the Customer shall not assign, transfer,
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sub-contract, sub-licence, mortgage, charge, declare a trust ofordealinanyothermanner
with any or all of its rights or obligations under our Agreement(includingthelicencerights
granted), in whole or in part, without Recruiterflow’s prior written consent.
23 Set off
EachpartyshallpayallsumsthatitowestotheotherpartyunderourAgreementwithoutany
s et-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
24 No partnership or agency
hepartiesareindependentandarenotpartnersorprincipalandagentandourAgreement
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doesnotestablishanyjointventure,trust,fiduciaryorotherrelationshipbetweenthem,other
thanthecontractualrelationshipexpresslyprovidedforinit.Neitherpartyshallhave,norshall
represent that it has, any authority to make any commitments on the other party’s behalf.
25 Severance
25.1 If any provision of our Agreement (or partofanyprovision)isorbecomesillegal,invalidor
unenforceable,thelegality,validityandenforceabilityofanyotherprovisionofourAgreement
shall not be affected.
25.2 If any provision of our Agreement (or partofanyprovision)isorbecomesillegal,invalidor
unenforceable but would be legal, valid and enforceable if some part of it was deleted or
modified, the provision or part-provision in question shall apply with such deletions or
modificationsasmaybenecessarytomaketheprovisionlegal,validandenforceable.Inthe
event of such deletion or modification, the parties shall negotiate in good faith in order to
agree the terms of a mutually acceptable alternative provision.
26 Governing law and Jurisdiction
ur Agreement and any dispute or claim arising out of, or in connection with, its subject
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matter or formation(includingnon-contractualdisputesorclaims)shallbegovernedby,and
construed in accordance with, thelawsofDelaware.Alldisputesarisingoutoforrelatedto
the Agreement will be subject to the jurisdiction of the state of Delaware.
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The Schedule
DE FINITIONS AND INTERPRETATION
In our Agreement:
Affiliate eans, in respect of any entity,anyentitythat
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directlyorindirectlycontrols,iscontrolledbyor
is under common control with a party to this
Agreement;
Authorised Users eans, in respectoftherelevantServices,the
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named users authorised by the Customer to
use the Services in accordance withtheterms
of our Agreement;
Client Portal eans the portal where Customers can share
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candidatedetailstotheirclientsviaalinkusing
the contact role;
Confidential Information eans all information disclosed by a party
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(“Disclosing Party”) to the other party
(“ReceivingParty”),whetherorallyorinwriting,
that is designated as confidential or that
reasonably should be understood to be
confidential given the nature oftheinformation
and the circumstances of disclosure. Your
ConfidentialInformationincludesYourdata;Our
Confidential Information includes the Services;
and Confidential Information of each party
includes the terms and conditions of this
Agreement and all Order Forms (including
pricing), as well as business and marketing
plans, technology and technical information,
product plans and designs, and business
processes disclosed by such party. However,
Confidential Information does not include any
information that: (i) is or becomes generally
known to the public without breach of any
obligationowedtotheDisclosingParty;(ii)was
known to the Receiving Party prior to its
disclosure by the Disclosing Party without
breachofanyobligationowedtotheDisclosing
Party; (iii)isreceivedfromathirdpartywithout
breachofanyobligationowedtotheDisclosing
Party; or (iv) was independently developed by
the Receiving Party.
Customer as the meaning given in the relevant Order
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Form;
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Customer Data eansalldata(inanyform)thatisprovidedto
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Recruiterfloworuploadedorhostedonanypart
of any Service by the Customer or by any
Authorised User;
Fees eanstheSubscriptionFeestogetherwithany
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other amounts payable to Recruiterflow under
our Agreement;
Force Majeure eansaneventorsequenceofeventsbeyond
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a party’s reasonable control preventing or
delayingitfromperformingitsobligationsunder
ourAgreement(providedthataninabilitytopay
is not Force Majeure), including any matters
relating to transfer of data over public
communications networks and any delays or
problemsassociatedwithanysuchnetworksor
with the internet;
Order Form eanstheelectricorphysicalform(includingits
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schedules, annexes and appendices (if any))
ordering the Services entered into by or on
behalf of the Customer and Recruiterflow,
incorporatingtheseMasterSaaSTermsandour
Agreement (and as varied by the parties by
agreement in writing from time to time);
Policies means each of the following:
(a) ecruiterflow’s policy on acceptable
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useoftheServicesaredirectedasper
the User Agreement (as updated from
time to time) at
https://recruiterflow.com/user-agreemen
t(theUser Agreement); and
(b) ecruiterflow’sprivacypolicyinrelation
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to the Services (as updated from time
to time), at
https://recruiterflow.com/privacy-policy
(thePrivacy Policy);
Protected Data as the meaning given in the Data Protection
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Addendum;
Purchased Authorised User Accounts eans, in respect of the Services,thenumber
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ofAuthorisedUserswhomayusetheServices
as set out in the Order Form;
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Relief Event means:
(a) ny breach of our Agreement by the
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Customer; or
(b) any Force Majeure;
Renewal Date has the meaning given in clause 17.1;
Subscription Fee eans, in respect of the Services, the fees
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payable by the Customer in consideration of
that Service as set out in the relevant Order
Form;
[Support Services eans, in respect of the relevant Service, the
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support services provided by Recruiterflow to
the Customer as described in the Order Form].
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