Jabord Master Subscription Agreement

By clicking on the “accept” button or accessing or otherwise using jabord’s services and/or its website, www.Jabord.Com (the site), you hereby represent and warrant that you are duly authorized to enter into and bind yourself and, as applicable, the employer or another entity on whose behalf you are accessing jabord’s services to the terms and conditions of this agreement and acknowledge and agree that all such use is subject to such terms and conditions (including our Terms and Conditions, Privacy Policy, and DMCA Copyright Policy Which are incorporated herein by reference and each of which may be updated from time to time). If you are accessing the services on behalf of your employer or another entity, you represent and warrant that you have the authority to agree to this agreement on its behalf.

In the event of any conflict between this agreement and the terms and conditions and privacy policy, the terms of this agreement shall govern.

If you do not agree to these terms or are not authorized to bind yourself and, as applicable, the employer or another entity on whose behalf you are accessing jabord’s services, do not click the “accept” button and neither you nor, as applicable, the employer or another entity on whose behalf you are accessing jabord’s services, are not permitted to use the site or the services. All other uses of the site or the services are prohibited.

1. Definitions

Candidate means an individual who has built a profile on Jabord as candidate for employment, for professional networking purposes or otherwise.

Candidate Data means data and information uploaded to the Service by a Candidate.

Company Data means all registration information and other transaction data collected, processed and retained by Jabord in connection with providing the Service to an Enterprise User, excluding Candidate Data.

Enterprise User means a User that is or represents a business of any type, including without limitation any employer accessing the Service to build multimedia career pages and post video job postings to attract Candidates.

Jabord Materials means all ideas, data, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by Jabord in providing the Service.

Jabord Credits means Job Posting credits, Full Profile Views, and all other related inventory units purchased on Jabord, to the extent applicable.

Law means all applicable common law and any and all state, Federal or local statutes, ordinances, codes, rules, regulations, or requirements.

User means any person or entity that uses or accesses the Service for any purpose.

Service means the career management business application, as hosted, operated and provided as a service by Jabord from time to time. One or more Services may be provided to Users, as may be identified on the Site and selected by the User or specified, with respect to Enterprise Users in a separate written Service Schedule, Order Form or Statement of Work, each of which are subject in all respects to this Agreement.

2. Service

2.1 Jabord Service. Subject to the terms and conditions specified in this Agreement and, with respect to an Enterprise User, any additional terms and conditions contained in an applicable Service Schedule, Order Form or Statement of Work, Jabord grants to User (without right to sublicense) a nonexclusive, nontransferable right and license to access, display and use the Service through a web-based interface. Use by a Candidate shall be solely for that Candidate’s personal purposes, including job seeking and networking. Use by an Enterprise User shall be solely for Enterprise User’s internal business purposes. Enterprise User's access and use of the Service shall comply with all other conditions set forth in the Service Schedule, Order Form or Statement of Work, as applicable.

2.2 Jabord Credits. All credits purchased are valid for the period indicated in the Order Form under Term, after which time the credit expires and the right to redeem the credit is forfeited by the User.

2.3 Usage of License. Each license, or Seat, which is supported by a dedicated Jabord Account Manager, is to be used by a single, named user of the Enterprise User. A Seat may be transferred to a new, named user of the Enterprise User during the term of the contract if prior user’s projects are deactivated and removed from the Seat. Any person accessing the Service via a User’s account or credentials is referred to herein as an “Authorized User” of the User and the User shall be responsible for such Authorized User’s activities with respect to the Service. A User shall immediately notify Jabord of any unauthorized use of any account or login and password or any other breach of security known to User.

2.5 User Representations. The User hereby represents and warrants to Jabord that (A) it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (B) its acceptance of and performance under this Agreement will not breach any agreement with any third party or any obligation owed by it to any third party to keep any information or materials in confidence or in trust; and (c) it will comply with any and all Laws in connection with its use of the Service, including, without limitation, those related to data privacy and transmission of personal data.

2.6 Systems. User is responsible for (a) obtaining, deploying and maintaining all computer hardware, software, modems, routers and other communications equipment necessary to access and use the Services via the Internet; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Services via the Internet. Except as expressly agreed in writing, Jabord will not be responsible for supplying any third party software or other equipment to User or modifying the Software for integration with any particular systems or third party products.

3. Payments

3.1 Fees. User will pay Jabord the Service Fees in the amounts, methods, and at the times set forth herein. Pricing is specified on the Site or may be described in the applicable Service Schedule, Order Form or Statement of Work, as applicable.

3.2 Payment Terms. All amounts due hereunder shall be paid within 30 days after invoice in US dollars or in advance by credit card as indicated in the Service Schedule. Past due amounts shall bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less. User agrees to reimburse Jabord for all costs (including attorneys' fees) incurred by Jabord in collecting late payments.

3.3 Taxes. The prices stated in this Agreement do not include any federal, state, local or foreign taxes, withholdings, duties, tariffs, levies or similar assessments on the license, sale or use of the Service. User agrees to bear and be responsible for the payment of all such charges and not to reduce any payment of fees to Jabord as a result of any such charges. If a User claims exemption from any tax, then it shall furnish Jabord with a valid tax exemption certificate issued by or acceptable to the applicable taxing jurisdiction or entity.

4. Proprietary Rights; Confidential Information

4.1 Data Rights. Candidate hereby grants to Jabord a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, aggregate and modify the Candidate Data and to perform all acts with respect to the Candidate Data as may be necessary for Jabord to provide the Service to Candidate  and to maintain and improve the Service and to develop and offer additional services. Enterprise User hereby grants to Jabord (A) a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, aggregate and modify the Company Data and to perform all acts with respect to the Company Data as may be necessary for Jabord to provide the Service to Enterprise User; and (B) a limited right to refer to Enterprise User as a customer, including its name, logo, and trademark for marketing purposes during the term of this Agreement. As between Jabord and User, User is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and, as applicable Authorized User handling and use of all data and materials uploaded or contributed to the Service under User’s account or credentials. As between the parties, Enterprise User shall own all Company Data.

4.2 Restrictions. Except as specifically permitted in this Agreement, User shall not directly or indirectly (a) use any information learned in connection with this Agreement to create any software, documentation or service that is similar to the Service or any documentation provided in connection therewith, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code of the Service or Jabord Materials or disclose or use any such source code for any purpose other than accessing and using the Services in accordance with this Agreement.

4.3 Service. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and Jabord (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights) in and to the Jabord Materials, Service and Candidate Data. All modifications and enhancements to the Jabord Materials or the Service, belong exclusively to and are retained solely by Jabord or its licensors and providers, as applicable, whether or not such modifications or enhancements were derived from or created as a result of Jabord having provided the Service to the User.

4.4 Trademarks. Nothing in this Agreement shall grant any party any ownership interest, license or other right to any other party’s trade names, trademarks or service marks. 

4.5 Feedback License. Jabord owns all right, title and interest in and to any suggestion, enhancement, request, recommendation, or other feedback related to the Software provided by User (any “Feedback”). Feedback shall not be considered to be confidential or proprietary to User.

4.6 Confidential Information. “Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, in connection with Agreement, or that is marked or identified by Disclosing Party as confidential and proprietary. Jabord’s Confidential Information includes any negotiated pricing or terms applicable to the Service other than those specified on the Site. The Receiving Party will, at all times, both during the term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information. The Receiving Party will not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under this Agreement. Notwithstanding the above, either Party may disclose the other Party’s Confidential Information upon the order of any competent court or government agency; provided that, prior to disclosure, to the extent possible, the receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality. Each Party agrees to secure and protect the other Party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party’s own Confidential Information (but in no event less than reasonable care), The Receiving Party will not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates and agents who need access to such Confidential Information in order to effect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement. “Confidential Information” shall not include any information which: (i) was known by the Receiving Party prior to receipt from the Disclosing Party other than through receipt directly or indirectly from a source having an obligation of confidentiality to the Disclosing Party, as evidenced by Receiving Party’s written records; (ii) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information, as evidenced by Receiving Party’s written records; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. The Parties agree that any unauthorized disclosure of Confidential Information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Receiving Party will be entitled, in addition to any other available remedies, to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damage.

4.6 General Learning. User agrees that Jabord is free to disclose aggregate measures of Service usage and performance, and to reuse all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes and techniques) acquired during provision of the Service (including, without limitation, that which it could have acquired performing the same or similar services for another customer).

4.7 Non-Interference. Enterprise User agrees that during the term of this Agreement and for one (1) year thereafter, it shall not, directly or indirectly recruit, solicit, induce or influence for the purpose of so employing or retaining, any of Jabord's employees, consultants or independent contractors without express written consent of Jabord.

5. No Warranties; Disclaimers

Notwithstanding anything to the contrary contained in the site or any jabord materials, the service is provided "as is" and "as available" without warranty of any kind. Jabord does not warrant that the service will meet user's requirements or will result in any outcome, or that operation will be uninterrupted or error-free. Jabord hereby disclaims (for itself and its licensors) all warranties, whether statutory, express or implied, oral or written, with respect to the service, including without limitation, warranties of merchantability, fitness for a particular purpose, noninfringement and accuracy (of data or any other information or content), and any warranties arising from a course of dealing, usage, or trade practice. Jabord does not guarantee continuous, error-free, virus-free or secure operation and access to the service. Jabord is not responsible for any delays, and other problems inherent in the use of the internet and electronic communications or arising in connection with any thrid pary software, equipment or data.

6. Indemnity; Limitation of Liability

6.1 Indemnification. User shall indemnify and hold harmless Jabord and its officers, directors, employees and agents (“Jabord Indemnified Parties”), from and against any and all damages, liabilities, penalties, interest, fines, losses, costs and expenses (including reasonable attorneys’ fees and expenses) (“Losses”), arising, directly or indirectly, out of or relating to any claim, action or proceeding brought by a third party (a “Claim”) based on (i) the improper use or operation of the Services (and any third party software provided to User pursuant to this Agreement) by User and/or Authorized Users, including, without limitation, any non-authorized use of User’s user logins, provided, however, that User shall have no indemnification obligation for any claim for which the proximate cause was the gross negligence or willful misconduct of Jabord; (ii) a breach of the Agreement by User or any of its Authorized Users, (iii) the accuracy, quality, integrity, legality, reliability or appropriateness of Company Data, Candidate Data or any other content or data introduced to the Service by any User or its Authorized Users; (iv) violation of any Laws by User or any of its Authorized Users, and (v) Enterprise User’s hiring or employment practices and activities or interactions with any Candidate.

Jabord shall not be liable concerning the subject matter of this agreement, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any (a) matter beyond its reasonable control, (b) loss or inaccuracy of data, loss or interruption of use, or cost of procuring substitute technology, goods or services, (c) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits and goodwill or (d) aggregate damages in excess of service fees paid to jabord by the relevant user within the past 12 months. The foregoing limitations will apply to the maximum extent permitted by applicable law, and even if an exclusive or limited remedy stated herein fails of its essential purpose.

7. Term and Termination

7.1 Term. This Agreement shall commence on the Effective Date and each service schedule shall be effective for the term and automatically renew for subsequent periods of the same length as the initial Term unless either party gives the other written notice of termination at least thirty (30) days prior to the expiration of the current Term.

7.2 Termination. Jabord may terminate this Agreement for convenience at any time upon written notice to the User. Either party may terminate this Agreement upon written notice to the other party at any time when no Service Schedules are then in effect. This Agreement (including outstanding Service Schedules) may be terminated early by either party if the other party materially breaches a provision of this Agreement and fails to cure such breach within 30 days at a timeframe that is mutually agreed upon by both parties in the event that a breach occurs. Jabord may suspend access to and use of the Service pending cure of any breach by User. Either party may terminate this Agreement immediately upon written notice to the other party in the event the other party becomes insolvent or enters into bankruptcy or other reorganization proceedings. Jabord may terminate this Agreement immediately by providing written notice to the User in the event that Jabord reasonably determines that User have been or are engaged in unlawful activity associated with the use of the Services.

7.3 Effects. Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties will cease, except that (a) all obligations that accrued prior to the effective date of termination will survive and (b) the provisions of Sections 3 (Payments), 4 (Proprietary Rights), 5 (No Warranties; Disclaimers), 6 (Limitation of Liability), 8 (General Provisions) and this Section 7 shall survive. If Enterprise User has made any copies of any Jabord Materials, Enterprise User shall either destroy or return to Jabord all such copies promptly following termination and certify compliance with this obligation to Jabord. Within thirty (30) days after the effective date of applicable termination or expiration, Jabord will make any Company Data stored on Jabord’s systems available upon written request to Enterprise User in its native form. Thereafter Jabord may delete Company Data.

8. General Provisions

8.1 Entire Agreement. This Agreement (including the Services, Terms and Conditions, Privacy Policy, and DMCA Copyright Policy) constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. Any inconsistent or additional terms on any related purchase order, confirmation or similar form, even if signed by the parties after the date hereof, shall have no force or effect under this Agreement. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and be enforceable.

8.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any implementation of the Uniform Computer Information Transactions Act in any jurisdiction shall apply to this Agreement. In any action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

8.3 Force Majeure. In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice thereof to the other party.

8.4 Sourcing. Jabord will use commercially reasonable efforts to generate interest amongst relevant candidates to Enterprise User’s searches during the term of this Agreement.

8.5 Notices. Any notices, requests, consents, demands or other communications hereunder shall be in writing and, with respect to Jabord, shall be delivered solely via confirmed email to the Jabord account manager and/or support team email address provided by Jabord to User. Notices, requests, consents, demands or communication by Jabord to User may be delivered (i) via confirmed email to the email address provided by User to Jabord, or (ii) by hand, United States registered or certified mail (return receipt requested), commercial courier at the addresses street or mailing address provided by User to Jabord, in each case with applicable postage or delivery charges prepaid. All notices shall be in English, effective upon receipt.

8.6 Assignment. This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the other party's written consent except in the case of sale or transfer of all or substantially all of Jabord’s assets or equity, which shall not require the User’s written consent. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and assigns of the parties.

8.7 Independent Contractors. The parties are independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.