Jobs2Web provides talent acquisition, sourcing, capture, management, and other recruitment services to Clients. As part of providing these services, Jobs2web may market Clients jobs and other content to third-party interactive media sources ("Interactive Source") for the purposes of promoting Clients’ brand and open job opportunities to online candidates.
1. Advertising Content. Interactive Source will display the text and graphical links, URL descriptions, job content or other non-interactive advertising content provided by Jobs2web hereunder (collectively, the "Advertising Content") which conforms to the campaign specifications set forth in the applicable Insertion Order (â€œIOâ€�). Interactive Source agrees: (i) it will market, display, perform, transmit and promote the Advertising Content in accordance with the terms set forth herein, subject to Jobs2webâ€™s approval; (ii) except as specified herein, Interactive Source shall not alter the Advertising Content, nor shall it modify its technical specifications without approval from Jobs2web. Use of Clientâ€™s logo and brand identity may only be used upon approval from Jobs2web. With the exception of Clientâ€™s logo (which shall not be modified without Clientâ€™s prior written approval), Interactive Source may make non-material changes to Advertising Content.
2. Insertion Orders. Interactive Source and advertising campaigns shall comply with the applicable IO, which the parties may negotiate from time to time, and the criteria specified therein. Each IO shall specify: (a) the type(s) of inventory to be delivered (e.g., impressions, clicks, job postings or other desired actions); (b) the price(s) for such inventory; (c) the maximum amount of money to be paid to the Interactive Source pursuant to the IO (the â€œTotal Spendâ€�); and (d) the start and end dates of the advertising campaign (such dates are estimates, unless provided otherwise). Upon termination of any IO by Job2web, Interactive Source must cease use of the Advertising Content.
3. Delivery and Distribution of Content. Unless approved in advance by Jobs2web, Interactive Source agrees not to distribute Advertising Content to other third-party media channels outside their direct network including third party search engines, job aggregators and other media sources where job content is not directly controlled by Interactive Source. Interactive Source also agrees not to serve Advertising Content on any web page that contains content, links or any other reference to, or entities engaging in: (i) the sale or promotion of pornography or any illegal activity; or (ii) the disparagement of any individual or group on the basis of age, color, national origin, race, religion, gender, sexual orientation or physical or mental handicap. Jobs2web shall have the right to require Interactive Source to remove Advertising Content from and to cease serving content to any web site or newsletter that contains advertising, links, or any other reference to, or entities engaging in the promotion or displaying of any material that Jobs2web reasonably deems to be offensive or misleading, or that in Jobs2webâ€™s opinion, creates a negative association with Clientâ€™s brand image or poor candidate experience, promptly following Jobs2web's request therefore. In such event, Interactive Source agrees to promptly remove any Advertising Content following Jobs2webâ€™s written (e-mail) notification.
4. Client Marks. Interactive Source acknowledges that Client owns certain names and logos, the names and logos and other identifying indicia of Client and its products or services, including certain trademarks and tradenames of products or Services, each of which shall be determined by Client. Clientâ€™s name and logo, the names and logos and other identifying indicia of its products or services along with proprietary rights related to such identifying indicia and any other trademark and tradename of Client, including, but not limited to, any and all copyright therein and all properties derived from, associated or used in connection therewith, whether now in existence or which hereinafter come into existence will be referred to collectively as "Marks". Such Marks include without limitation all of Clientâ€™s sales, marketing, informational and other materials and all copyrights, trademarks or service marks therein. Interactive Source acknowledges that Client is the sole owner of its Marks and Interactive Source agrees that it will do nothing inconsistent with such ownership.
5. Interactive Source Representations and Warranties. Interactive Source represents and warrants that (i) it holds the necessary rights to use the Interactive Source network for display and reproduction of the Advertising Content for the purpose of the terms set forth herein; (ii) except as provided herein, it shall not materially modify or post the Advertising Content without Jobs2webâ€™s approval; (iii) it has obtained all necessary rights, licenses, consents, waivers and permissions to allow Interactive Source to deliver and post Advertiserâ€™s advertising campaign and to otherwise provide services on Advertiserâ€™s behalf; and (iv) it shall comply with all applicable laws and regulations.
6. Fraudulent Clicks and Errors. Jobs2web has the right to contest in good faith the accuracy of Interactive Sourceâ€™s measurements. Interactive Source shall not, and shall not authorize any party to, generate automated or fraudulent clicks or impressions. In the event that Jobs2web's third-party tracking software reports total clicks that are materially different than the total clicks reported by Interactive Source to Jobs2web, or Jobs2web otherwise believes that automated or fraudulent clicks are being generated, Interactive Source agrees to: (i) cooperate with Jobs2web to resolve the discrepancy; (ii) correct the problem as quickly as possible; (iii) issue a refund for any amounts paid by Jobs2web for fraudulent clicks that are materially different than the total clicks reported by Interactive Source to Jobs2web. In addition, neither Client nor Jobs2web shall be responsible for any media charges for Advertising Content transmitted or posted in error, including duplicate postings.
7. Unfulfilled Insertion Orders. In the event that Interactive Source is otherwise unable to deliver the agreed upon Advertising Content as set forth in the attached IO, Jobs2webâ€™s remedies shall include but not be limited, to: (a) Interactive Sourceâ€™s implementation of a make-good delivery of impressions/clicks, with Jobs2webâ€™s written approval; or (b) Interactive Sourceâ€™s refunding of any fees paid by Jobs2web for undelivered media. Interactive Source and Jobs2web agree to use reasonable measures to implement the advertising campaign by the beginning of the specified dates on the IO. In the event that the actual dates differ from those specified on the IO, due to Jobs2webâ€™s actions or inactions, the advertising campaign will run for the duration indicated on the IO. In the event that the actual dates differ from those specified in the IO due to Interactive Sourceâ€™s actions or inactions, Jobs2web will select its remedy.
8. Liability for Payments. IF CLIENT HAS PAID JOBS2WEB, JOBS2WEB SHALL BEAR SOLE LIABILITY FOR PAYMENT TO THE INTERACTIVE SOURCE.
9. Limitation of Liability. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, INTERACTIVE SOURCE AGREES THAT UNDER NO CIRCUMSTANCES IS JOBS2WEB LIABLE TO INTERACTIVE SOURCE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF THE SERVICES OR OBLIGATIONS UNDER THIS AGREEMENT EVEN IF JOBS2WEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, INTERACTIVE SOURCE EXCLUSIVE REMEDY AND JOBS2WEB ENTIRE LIABILITY TO INTERACTIVE SOURCE FOR ANY REASON UPON ANY CAUSE OF ACTION ARISING OUT OF THE SERVICES UNDER THIS AGREEMENT SHALL BE THE ACTUAL JOBS2WEB COMMISSIONS NOT THE GROSS MEDIA SPENT.
10. Confidentiality. Interactive Source agrees to treat all information about or relating to Clients and Jobs2web as confidential. Interactive Source shall not disclose any Client or Jobs2web information to any third-party except to the extent that such third-party needs such information to enable Interactive Source to perform its obligations hereunder, provided such third-party is under a written agreement of non-disclosure with Interactive Source. Except for the display of Advertising Content, Interactive Source shall not issue any press release or public announcement of the nature or existence of an advertising relationship entered into for the benefit of Clients.
11. Indemnification. Interactive Source shall indemnify and hold Client and Jobs2web harmless from any and all third party claims, damages, demands and judgments (including attorneyâ€™s fees) arising out of the acts of Interactive Source, its employees or agents, under or in connection with this Agreement.
12. Jobs2web Intellectual Property Rights. Subject to any third party rights, Jobs2web owns all computer code and other materials developed or provided by Jobs2web, and any trade secrets, know-how, methodologies and processes related to Jobs2web services, including without limitation all copyrights, trademarks, patents, trade secrets, and other proprietary rights (â€œJobs2web Technologyâ€�). Interactive Source agrees not to reverse engineer the Jobs2web Technology, or any portion thereof, and also agrees that it will not use, disclose or divulge to others any data or information relating to the Jobs2web Technology without the express prior written permission of Jobs2web to do so.
13. Miscellaneous. Interactive Source agrees with respect to comply with all applicable local, national and international laws, regulations and executive orders, including but not limited to those relating to labor and employment (including but not limited to anti-discrimination, affirmative action and in the case of U.S Services, the U.S. Equal Employment Opportunity Commissionâ€™s Uniform Guidelines on Employee Selection Procedures), data privacy, data access and use, and intellectual property. Each party shall be acting as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between Jobs2web and Interactive Source or any of its employees or agents. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Minnesota without regard to its rule of conflicts of laws. Jobs2web and Interactive Source expressly consent and submit to the exclusive jurisdiction of the state and federal district courts located in Minneapolis, Minnesota.