This Agreement consists of: (1) the Service Order completed by the Client, (2) any attachments to the Service Order executed by the parties which describe the additional terms and conditions of the products and/or services provided by JobTarget (“Term Sheets”), (3) these General Terms and Conditions and (4) the terms and conditions set forth at https://www.jobtarget.com/oc/terms-of-service and https://www.jobtarget.com/oc/privacy-policy, as they may be amended from time to time, which are incorporated by reference as if set forth in full herein. In the event of a conflict between any of the above documents, the document referenced first above will control; in other words, the Service Order will control in the event of a conflict between the Service Order and the Term Sheets, and the Term Sheets will control in the event of a conflict between the Term Sheets and these General Terms and Conditions.
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and may not be modified orally, but only by a written instrument executed by both parties. It is a condition of this Agreement that any provisions printed or otherwise contained in any acknowledgment hereof, inconsistent with or in addition to the terms and conditions herein stated, shall have no force or effect.
Except as otherwise specifically set forth in any Term Sheet with respect to a particular product or service, Client shall pay JobTarget within thirty (30) days of receipt of an invoice. If Client fails to pay the invoice by due date, Client agrees to pay a 1.5% per month interest on all outstanding balance, in addition to the amounts owed. Prices on products and services are exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, occupation, use and similar taxes. Client shall reimburse JobTarget for all costs of collection, including without limitation reasonable attorney’s fees. JobTarget reserves the right to change its fees for any product or services with respect to any renewal term, provided that JobTarget provides notice of such change prior to the end of the initial term or any renewal term.
Limited Warranty; Exclusions; Indemnification
EXCEPT AS SET FORTH IN THIS PARAGRAPH, JOBTARGET MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE OR NON-INFRINGEMENT. THIS LIMITED WARRANTY SHALL NOT APPLY TO ANY CLAIMS ARISING FROM CLIENT’S USE OF THE PRODUCTS OR SERVICES OUTSIDE OF THE PARAMETERS OF JOBTARGET’S PUBLISHED SPECIFICATIONS AND/OR CLIENT’S USE OF THE PRODUCTS OR SERVICES IN COMBINATION WITH OTHER PRODUCTS OR SERVICES NOT APPROVED IN WRITING BY JOBTARGET.JOBTARGET SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FROM LOSS OF USE, DATA OR PROFITS, EVEN IF JOBTARGET SHALL HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS, COST OR DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE JOBTARGET PRODUCTS AND/OR SERVICES, WHETHER IN AN ACTION BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE. IN NO EVENT WILL JOBTARGET’S TOTAL LIABILITY FOR ANY DIRECT DAMAGES ON ACCOUNT OF ANY DEFICIENT WORK EXCEED THE AMOUNTS PAID BY CLIENT TO JOBTARGET UNDER THIS AGREEMENT FOR THAT SPECIFIC WORK.
The foregoing notwithstanding, each party shall, however, indemnify and hold the other party harmless from and against any third party claims for bodily injury or property damage directly resulting from the gross negligence or willful misconduct of the indemnifying party.
The parties agree that this Agreement is not a transfer or license of intellectual property rights. At all times covered by this Agreement and after its expiration or termination, JobTarget maintains all ownership and rights over its work product, and the associated upgrades, customizations, and other materials and technologies associated therewith. JobTarget retains ownership of all content, code, data and other tangible or intangible materials created as a result of this Agreement. Client grants JobTarget a limited royalty-free worldwide license to use Client’s trademarks, service marks, logos, etc. for the sole purpose of performing JobTarget’s obligations under the Service Order of which these Terms and Conditions are a part. This license may be revoked at any time by written notice from the Client to JobTarget.
This Agreement shall be construed and enforced in accordance with the internal laws of the State of Connecticut, without regard to its conflict of law principles. The rights and obligations of the parties hereto shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. The federal and/or state courts of Connecticut shall have exclusive personal and subject matter jurisdiction over, and the parties each hereby submit to the venue of such courts with respect to, any dispute arising pursuant to this order, and all objections to such jurisdiction and venue are hereby waived. Client consents to service of process permitted under Connecticut law or by certified mail, return receipt requested.
JobTarget will not be liable for any delay or failure in the performance of this Agreement, or for any damages suffered by Client by reason of such delay or failure, if such delay or failure is, directly or indirectly, caused by, or in any manner arises from, fires, floods, accidents, civil unrest, acts of God, war, strikes, labor difficulties, shortage of labor or materials, or any other cause or causes beyond JobTarget’s control. The parties hereto are independent contractors. Nothing herein shall create the relationship of employer and employee, partnership, principal and agent, or joint venture. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid and unenforceable provisions were omitted. In addition, JobTarget’s failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or otherwise affect JobTarget’s ability to enforce such term at any point in the future. All notices permitted or required to be given hereunder shall be in writing and sent by: email (with confirmation of receipt); facsimile (with confirmation of receipt); certified mail, return receipt requested; recognized overnight courier service or hand delivery, to the address on the front of the Service Order, or to such other address(es) as the parties may designate from time to time by notice given in accordance with this paragraph.
Term and Termination