These Terms of Service are a contract between you and Tiplinks Inc., a Delaware Corporation. Tiplinks Inc. operates www.fetcher.ai (“Tiplinks Sites”) and is entered into as of the start date set forth on such Subscription Order (the “Effective Date”). This Agreement sets forth the terms under which Subscriber will be permitted to use the recruiting services (the “Services”). By accessing these web sites, you are agreeing to be bound by these Terms, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these Terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trademark law.
1.1 Access. Subject to all terms and conditions of this Agreement, Tiplinks Inc. will provide, and” Subscriber may access, the Service for Subscriber’s internal business purposes.
1.2 Seats. Subscriber may have unlimited User accounts (“Seats”) activated for access to the Services at any time as specified in the applicable Subscription Order(s).
1.3 Concurrent Positions. Subscriber may have only as many concurrent positions (“Positions”) actively receiving candidates as specified in the applicable Subscription Order(s).
1.4 Subscription Fees. Subscriber agrees to pay the Subscription Fees to Tiplinks Inc. Subscription Fees are (a) based on the features of the Services and level of use ordered and not on actual usage and (b) non-cancelable and non-refundable except in the case of material breach as outlined in paragraph 4.3.
1.5 Invoicing. Tiplinks Inc. will invoice Subscriber for the fees as defined in the Subscription Order on page 1. Payment of undisputed invoiced amounts shall be paid by Subscriber in U.S. Dollars within 30 days of Subscriber’s receipt of said invoice. Any price discounts are valid for the term of the Subscription Order on page 1.
2.1. Acceptable Use. Subscriber shall not knowingly: (a) use the Services for any illegal purpose or in violation of any applicable law or regulation, including laws that govern email marketing such as the CAN-SPAM Act of 2003; (b) impersonate any person or access the Services account of any third party without permission; (c) rent, lease, resell, sublicense, distribute, or otherwise transfer access to the Services, or use the Services for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Services; (d) disable or circumvent any feature of the Services that provides or enhances security, restricts access, monitors use, or enforces limitations on use; (e) interfere with or impair the operation of the Services by any means including introduction of malware or excessive usage or network traffic; (f) provide Services passwords or other log-in information to any third party; (g) share non-public Services features or content with any third party; (h) use any automated methods (including “robots” or “crawlers”) or excessive numbers of data requests to download or “scrape” any materials or information from the Services; (i) disassemble, decompile, reverse engineer, or translate any software related to the Services, or otherwise attempt to discover any such software source code, object code, or underlying proprietary information, except to the extent that such restriction is prohibited by applicable law; or (j) use the Services or any data or materials obtained from the Services in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the Services, or to copy any ideas, features, functions or graphics of the Services.
2.2. Unauthorized Access. Subscriber shall take reasonable steps to prevent unauthorized access to the Services, including without limitation by protecting its passwords and other login information. Subscriber shall notify Tiplinks Inc. immediately of any known or suspected unauthorized use of the Services or breach of its security and shall use best efforts to stop such breach.
2.3. Responsibility for Users. Subscriber is responsible and liable for Users’ use of the Services, including without limitation any User conduct that would, if performed by Subscriber, breach this Agreement.
2.4. Hiring Practices. It is Subscriber’s responsibility to be familiar with laws, regulations, and best practices related to hiring, including without limitation related to illegal discrimination, such as the Uniform Guidelines on Employee Selection Procedures issued by the U.S. Equal Employment Opportunity Commission.
4.1 Term. This Agreement shall remain in effect and Tiplinks Inc. will provide the Services during the period defined in the Subscription Order, during the Start and End Dates (the “Term”).
4.2 Renewal Term. Unless either party provides notice in writing at least thirty (30) days before the last day of the Initial Term or then-current Renewal Term, as appropriate, that such party does not wish to renew this Agreement, this Agreement will automatically renew for successive additional terms (each, a “Renewal Term”). The duration of each such Renewal Term will be equal to the lesser of one year or the length of the Subscription Period set forth in the most recent Subscription Order between the parties.
4.3 Termination for Breach. Either party may terminate this Agreement upon notice if the other party materially breaches this Agreement, provided that (a) such party gives 30 days’ notice to such other party describing the manner in which the Agreement has been breached, and (b) the breach remains uncured during such notice period. Notwithstanding the foregoing, if Subscriber is in breach, Tiplinks Inc. may suspend access to the Services by Subscriber and any or all Users during such notice period.
4.4 Upon Contract Completion/Termination. Tiplinks Inc. will provide candidate data to Subscriber upon contract termination. The format will be a CSV file. The file will be delivered within 30 days of contract termination.
5.1. Tiplinks Inc. may use Subscriber’s name and logo in listings of Tiplinks Inc. customers on the website located at usescout.com or Fetcher.ai and in other public statements or disclosures for the purposes of marketing the Service; provided Subscriber may require Tiplinks Inc. to cease or modify any use of Subscriber’s name or logo that is misleading or tends to dilute Subscriber’s brand.
6.1 Disclaimer. The materials on Tiplinks Inc.’s web sites are provided “as is”. Tiplinks Inc. makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Tiplinks Inc. does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
7.1 Limitations. In no event shall Tiplinks Inc. or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Tiplinks Inc.’s Internet site, even if Tiplinks Inc. or a Tiplinks Inc. authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
8.1 Indeminty. You agree to defend, hold harmless and indemnify Tiplinks Inc. from and against any and all losses, costs, expenses, damages or other liabilities incurred by Tiplinks Inc. arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Tiplinks Inc.: (a) in connection with your use of the Sites including any payment obligations incurred through use of the Site; or (b) resulting from: (i) your use of the Site; (ii) your decision to supply profile or payment information via the Sites, including personal financial information; (iii) your decision to submit applications; (iv) any breach of contract or other claims made by Members with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member with which you conducted business through the Sites; (viii) any act or omission of yours with respect to the payment of fees to any Contractor; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Contractor. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
We may change these terms at any time upon notice to you. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this Agreement will be effective immediately for new Users and upon the date stated in the notice for existing Users. Continued use of our Services following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
10.1 Governing Law. Any claim relating to Tiplinks Inc.’s web sites shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions.
This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to us is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon assignees.
Tiplinks Inc. (DBA as “Fetcher”)