Client Terms and Conditions

 

MASTER SERVICES AGREEMENT
(Effective as of 24 May 2016)

This Master Services Agreement (the "MSA") is entered into between Language Jobs Ltd. (including its affiliates and subsidiaries, referred as "CareerBuilder") and Company and governs Company's access to and use of CareerBuilder's Services.  This MSA is part of the Order Form and is incorporated into the Order Form as if fully set forth therein.  This MSA (as it may be amended from time to time), together with any Order Form(s) (as defined below), form a binding agreement (the "Agreement") between Company and CareerBuilder. In the event of any conflict or inconsistency between the MSA and the Order Form, the order of precedence shall be: (1) the MSA; and (2) any Order Form.   

1.      Certain Definitions.      The following definitions apply to the Agreement:

1.1        "Aggregate Data" means de-identified aggregated data or information regarding: (i) Candidates' educational or career history (including, by way of example and not limitation, aggregate data relating to Candidates' occupation, location, salary, education and experience); (ii) job postings published on the Sites; and (iii) information on actions taken by Users on the Sites (such as page views, site navigation patterns and other User activity).

1.2        "Candidate" means any third-party individual (i) whose job application, cover letter, CV, Site registration, evaluations, or other related information is stored or processed through use of the Services; or (ii) who visits the Sites.

1.3        "CareerBuilder Content" means web pages, web forms, programming (including software code used on the Sites and in the Services, including (i) tools, kits, and object libraries, (ii) all third-party or open source code embedded therein, and (iii) any upgrades, updates, releases, fixes, enhancements or modifications to the foregoing), graphics, images, design (color combinations and page layout), text, information, data, CVs stored in the Databases, data submitted via the Sites by Candidates (other than data uploaded directly to the Software Services by a Candidate) and other content made available through the Sites by CareerBuilder.

1.4        "CareerBuilder Materials" means, collectively, the CareerBuilder Content, Sites and Services.

1.5        "Company" means the person or entity that has licensed the Services through an Order Form (including such person or entity's employees) and as such, has agreed to be bound by the terms of this MSA.

1.6        "Company Content" means images, text, logos, branding elements, and other content provided by Company to be displayed in, incorporated into, or distributed through the Services for Company, but excluding the Company Data.  Company Content includes Company's domain names, trademarks, service marks, trade dress, trade names, corporate names, and logos.

1.7        "Company Data" means any documents, files, information or data stored or processed through use of the Services that concerns Company's business, job openings or recruiting practices, or any of Company's employees, recruiters, clients (if Company is a recruiter) or data concerning Candidates that has been uploaded to the Software Services by Company or by a Candidate. Company Data includes, without limitation, the names, addresses, telephone numbers, e-mail addresses and any other personally identifiable information of Company's employees, recruiters, or clients (if Company is a recruiter). Company Data does not include (a) Aggregate Data; (b) information or data collected directly by Third Party Providers from Company or any Users (as described in Section 14 below); or (c) any CareerBuilder Content.

1.8        "Company Materials" means, collectively, Company Content and Company Data.

1.9        "Confidential Information" means all trade secrets and other nonpublic information obtained by a party under this Agreement that relates to the other party's business or technology, including without limitation its products, customer lists, development and marketing plans, and financial information.

1.10     "Databases" means various commercial databases (including, among others, its "CV Database," "Recruitment Edge Database," "Salary Calculator Database" and its "TalentStream Supply & Demand Database") operated and licensed by CareerBuilder.

1.11     "Document" refers to any posting to a Site, whether job or CV and whether by Company or Candidate.

1.12     "Order Form" means an ordering document signed by both Company and CareerBuilder which incorporates the terms and conditions of this MSA and describes the Services purchased by Company and the pricing of same.

1.13     "Services" means the products, and services (including the Software Services) made available to Company by CareerBuilder or its agents via the Sites or another online interface and specified more fully in the Order Form.

1.14     "Site(s)" means any web site under CareerBuilder's control, whether partial or otherwise, and includes such Site's  CareerBuilder Content and Services (as applicable in each context).

1.15     "Software Services" means, specifically, CareerBuilder's BDAS, TalentStream Engage and TalentStream MyCandidates products or TalentStream Recruit, TalentStream Gather or Candidate Sourcing Platform packages.

1.16     "User" means a single Company employee, recruiter, or other individual who has access to the Services pursuant to Company's authorisation under Section 9.1 of this MSA.

1.17     "User Account" means an account with CareerBuilder through which a User can access and use the Services.

2.      CareerBuilder Roles and Responsibilities

CareerBuilder will: (i) make the Services available to Company pursuant to this Agreement; (ii) provide standard support for the Services to Company at no additional charge; and (iii) be responsible for the performance of its (and its subsidiaries' and affiliates') personnel and agents.

3.      Company Roles and Responsibilities

Company shall cooperate with CareerBuilder in the performance by CareerBuilder of the Services, including, without limitation: (i) promptly rendering all decisions and approvals so as not to delay or impede the performance of Services by CareerBuilder; (ii) promptly notifying CareerBuilder of any issues, concerns or disputes with respect to the Services; (iii) providing CareerBuilder with timely access to data, information, and personnel of Company; (iv) providing experienced, qualified and full-time personnel having appropriate skills to perform their assigned tasks and duties in a competent and timely fashion; and (v) providing a stable, fully functional system infrastructure environment which will support the Services and allow CareerBuilder and Company to work productively.

4.      Delivery

4.1        Delivery of Certain Software Services.  If Company has made a first-time purchase of Software Services from CareerBuilder, then, although such Software Services will not be immediately available to Company, CareerBuilder will begin to prepare the Software Services for delivery to Company upon the execution of an Order Form (the first two months following the execution of the Order Form, during which pre-production work will take place, shall be referred to as the "Pre-Production Period").  The parties understand and agree that, regardless of whether the Software Services are actually available, in order to properly deliver the Software Services, CareerBuilder will expend resources during the Pre-Production Period.  Accordingly, during the Pre-Production Period, CareerBuilder shall invoice Company for half of the monthly rate listed on the Order Form.  Even if full delivery occurs before the end of the Pre-Production Period, Company shall only be required to pay half of the monthly rate during the entire Pre-Production Period.  Company acknowledges and agrees that CareerBuilder's timely delivery and performance may be dependent upon Company's timely and effective satisfaction of the Company Roles and Responsibilities described above.  Any delay caused by Company's failure to fulfill the Company Roles and Responsibilities may result in a delay in launching the Software Services and in the engagement being placed "on hold" until such time as the required cooperation is received by CareerBuilder.  If an engagement is put on hold due to Company's delay in providing CareerBuilder with the required cooperation, then the Initial Term (as defined in section 5.1) shall not be extended and Company shall have full payment responsibilities, regardless of the hold.

4.2        Delivery of All Other Services.  If Company has purchased products other than Software Services from CareerBuilder, such Services are delivered upon execution of the Order Form. 

5.      Term and Renewal.

5.1        Term.  The "Start Date" and "End Date" listed on the Order Form defines the "Initial Term" for the Services. 

5.2        Renewal.  At the conclusion of the Initial Term, the subscription to the Services purchased through the Order Form may be renewed upon mutual signed, written consent between the parties for additional one-year terms (each a "Renewal Term"). The Initial Term and any Renewal Terms together comprise the "Term" of the Agreement.

6.      Payment Terms.

Payments are due within 30 days from the date of the invoice. Initial invoices are sent immediately after service activation.  Accounts not paid in full within 30 days of the invoice date will be placed on hold, and CareerBuilder may terminate service.  CareerBuilder reserves the right to charge Company interest on any overdue amount, payable by the Company immediately on demand, from the due date up to the date of actual payment, after as well as before judgment at the rate of  8% per annum above the base rate for the time being of Barclays Bank plc, Such interest shall accrue daily and be compounded quarterly from the date due until the date paid.  If Company should default on any payment and CareerBuilder is forced to seek other collection options, including but not limited to, an outsourced collection agency and/or legal representation, Company will be responsible for any such fees incurred by CareerBuilder.

7.      Intellectual Property.

7.1        CareerBuilder Intellectual Property Rights.  The CareerBuilder Materials and all right, title and interest in and to the CareerBuilder Materials are the sole property of CareerBuilder or its licensors, and are protected by copyright, trademark and other laws. The CareerBuilder Materials are licensed and are not sold.  Except for the limited licenses expressly granted to Company in this Agreement, CareerBuilder reserves for itself and its licensors all other rights, title and interest. "CareerBuilder," "TalentStream," "Broadbean," "Profilsoft," "Textkernel," "EMSI," the CareerBuilder, TalentStream, Broadbean, Profilsoft, Textkernel and EMSI design logos and certain other names or logos are service marks or trademarks of CareerBuilder, and all related product and service names, design marks and slogans are the service marks or trademarks of CareerBuilder. In addition, the "look" and "feel" of the Sites (including color combinations, button shapes, layout, design and all other graphical elements) are also protected by CareerBuilder's trademarks, service marks and copyrights. Any code that CareerBuilder creates to generate or display the CareerBuilder Content or the pages making up the Sites is also protected by CareerBuilder's copyright.  Company must retain all copyright, trademark, service mark and other proprietary notices contained on the CareerBuilder Content on any authorised copy that Company may make of the CareerBuilder Content. All other product and service marks contained on the Sites are the trademarks of their respective owners.

7.2        License.  Subject to the terms and conditions herein, CareerBuilder hereby grants Company a limited, non-exclusive non-transferable license during the term of this Agreement to (a) use the CareerBuilder Materials solely for Company's recruiting and talent management needs, and (b) download, store, print, and display the CareerBuilder Materials only as reasonably necessary for Company to use the Services (collectively, 7.2(a) and 7.2(b) are the "Intended Purpose").  Company may use the CareerBuilder Materials subject to the licensing language in Section 7 and only for the Intended Purpose. CareerBuilder is the sole interpreter of the Intended Purpose for the CareerBuilder Materials. 

7.3        Restrictions on Use.  Company may not sell, transfer, distribute, sublicense or assign any of the CareerBuilder Materials or its rights to any of the CareerBuilder Materials to any third party, or use them in any other way for public or commercial purpose. Company may not alter, reverse engineer, decompile, disassemble or attempt to derive source code from the CareerBuilder Materials.  Company will not use or access the CareerBuilder Materials to: (a) build a competitive product or service, (b) make or have made a product or service with similar features, functions, text, graphics or other content, (c) make derivative works based upon the CareerBuilder Materials, (d) copy any features, functions, text, or graphics of the CareerBuilder Materials, or (e) provide services to others except as specifically authorised in the Agreement.  Notwithstanding anything to the contrary contained herein, this prohibition includes: (x) copying or adapting the HTML code used to generate web pages on the Sites; (y) using or attempting to use engines, manual or automated software, tools, devices, agents, scripts, robots or other means, devices, mechanisms or processes (including, but not limited to, browsers, spiders, robots, avatars or intelligent agents) to navigate, search, access, "scrape," "crawl," or "spider" any web pages or any Services provided on the Sites other than the search engine and search agents available from CareerBuilder on such Sites and other than generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari); and (z) aggregating, copying or duplicating in any manner any of the CareerBuilder Materials, without the express written consent of CareerBuilder. The use of the CareerBuilder Materials on any other web site or in a networked computer environment for any purpose is strictly prohibited. The CareerBuilder Materials are not considered to be works for hire and Company may duplicate such CareerBuilder Materials only for the purposes outlined in the Agreement.

7.4        Suggestions.  Company hereby grants to CareerBuilder a nonexclusive, perpetual and irrevocable license to use any suggestions, recommendations or other feedback regarding the Services provided by Company (including by its Users) to CareerBuilder in any manner and for any purposes whatsoever without compensation of any kind.

8.      Company Materials.

8.1        Ownership.  Company shall own all Company Materials.  Company hereby grants CareerBuilder a non-exclusive license to use, copy, modify, store, transmit and display Company Materials solely to the extent reasonably required to provide and maintain the Services for Company's use and in accordance with Section 11 of this Agreement.

8.2        Warranty Regarding Company Materials. Company represents, warrants and agrees that any Company Materials provided by Company for use in connection with the Services will not violate any laws or regulations or third-party proprietary rights, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. Company will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Company Materials.

8.3        Marketing and Publicity.  CareerBuilder may use Company's name and logo on Company's Site and marketing collateral in compliance with any branding guidelines provided by Company. 

9.      Account Security; Acceptable Use.

9.1        Account Security.  Company's User Account and any related Services accessed through such account are to be accessed and used solely by Company. Upon Company's successful registration for a User Account, it will be provided with a unique password that will permit it to access the account. Company may not provide its password or otherwise permit access to its User Account to any third party. Company is responsible for maintaining the confidentiality of its information and password. Company agrees to protect and keep its password confidential, to change its password on a regular basis, and to maintain appropriate and regularly updated malware scanning and cleaning tools on its network and individual computer(s).  Company acknowledges that any person with access to Company's username(s) and password(s) may be able to access Company's user accounts (including Company Materials that Company or its users have stored or processed using the Service). Company accepts all risks of unauthorized use of its user accounts arising from Company's failure to maintain the confidentiality of its password and hereby releases CareerBuilder from any liability in connection with any such unauthorized access. Company agrees to promptly notify CareerBuilder if it discovers or otherwise suspects any security breaches related to the Service, including any unauthorised use or disclosure of a username or password.

9.2        Acceptable Use of the CareerBuilder Materials. Company is prohibited from violating or attempting to violate the security of the Sites, including, without limitation: (i) accessing data not intended for Company or logging into a server or account which Company is not authorised to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation; (iii) attempting to interfere with service to any other user, host or network, including, without limitation, via means of submitting a virus to the Sites, overloading, "flooding", "mail bombing" or "crashing"; (iv) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message; (v) altering transmission data without consent; (vi) harvesting e-mail or other electronic addresses through automated means without consent; or (iv) taking any other action that is inconsistent with this MSA, misleading or incomplete, or in violation of any applicable law, statute, code, rule, or regulation.  Company is specifically prohibited from using the Services to send unsolicited email or other electronic communications, including by way of sending electronic messages that offer, advertise, market or promote a product or service; or, at CareerBuilder's sole discretion, are excessive in frequency or are irrelevant to a particular Candidate.  Company represents, warrants and agrees that it will not use (or plan, encourage or help others to use) the CareerBuilder Materials for any purpose or in any manner that is prohibited by this MSA or by applicable law. It is Company's responsibility to ensure that its use of the CareerBuilder Materials complies with this MSA and all applicable laws.

9.3        Document Posting Rules.

(a) Company may not post any Document to a Site that contains: (i) URLs or links to web sites other than to recruitment related pages on Company's web site; (ii) copyrighted material (unless Company owns the copyright or has the owner's permission to post the copyrighted material); (iii) trade secrets (unless Company owns them or has the owner's permission to post them); (iv) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (v) irrelevant keywords or white text keywords (including any words embedded in the Document and hidden from the Candidate); (vi) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; or (vii) anything that is embarrassing or offensive to another person or entity.

(b) Company may not use a Document(s) to: (i) impersonate another person, living or dead; (ii) post false, inaccurate or misleading information, opinions or notices (commercial or otherwise) or chain letters; (iii) post advertisements, or solicitations of business (including, but not limited to, email processors, any pyramid scheme or "club membership"); provided, however that CareerBuilder may allow posting of certain training and business opportunities (see Section 9.3(e) below).

(c) Company's Document(s) must contain sufficient detail to convey clearly to the Candidate the nature and requirements of the job opportunity. Documents that encourage the User to "email for more details" are not permitted.

(d) Job postings must describe individual openings for employees or  independent contractors.  Company may not advertise multiple job openings in a single posting.

(e) In limited circumstances, at CareerBuilder's sole discretion, CareerBuilder allows non-traditional job postings such as education/training, business opportunities, franchise, and multi-level marketing opportunities to be posted on the Sites.  These non-traditional job postings may require an investment of time and/or money by the Candidate seeking the position.  CareerBuilder reserves the right, in its sole discretion, to move, modify, or remove entirely a non-traditional job posting if CareerBuilder deems such job posting to conflict with the best interests of Candidates or detracts from the Candidate experience. 

(f) CareerBuilder is under no obligation to monitor the Documents posted on the Sites, but it may monitor Documents at random. Documents found to violate the above Posting Rules may be removed at CareerBuilder's sole discretion. Company agrees that it is solely responsible for any Document that it posts to the Sites and any consequences arising from such posting. 

10.   Confidentiality.

10.1     Non-Disclosure of Confidential Information. The party receiving Confidential Information (the "Receiving Party") shall not disclose Confidential Information to any third party without the prior written consent of the party disclosing such confidential information (the "Disclosing Party") and shall restrict dissemination of Confidential Information within its own organisation to those employees who have a need to have access to the Confidential Information. The Receiving Party agrees to protect Confidential Information by using at least the same degree of care as it would use to protect its own information of like importance, but in no case less than reasonable care. Each party shall take appropriate measures, and in no event less than reasonable measures, by instruction and written agreement, with confidentiality terms no less stringent than those herein, prior to disclosure to such employees to protect against unauthorised use or disclosure.

10.2     Exceptions to Confidential Information. The obligations in Section 10.1 do not apply to Confidential Information which: (a) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party's records; (b) is or becomes publicly available without breach of this Agreement by the Receiving Party; (c) becomes known or available to the Receiving Party from a source other than the Disclosing Party without a restriction on use or disclosure of such Confidential Information; (d) is independently developed by the Receiving Party without use of the Confidential Information; or (e) is required to be disclosed by the Receiving Party pursuant to an order issued by a court or other governmental authority, provided that the Receiving Party (i) provides the Disclosing Party prior written notice of such obligation so as to give the Disclosing Party a reasonable opportunity to oppose such disclosure or obtain a protective order, unless prohibited by law from doing so, and (ii) discloses Confidential Information only to the extent legally required.

10.3     Injunctive Relief. The parties acknowledge that the unauthorised use or disclosure of Confidential Information may cause irreparable harm to the disclosing party. Accordingly, the parties agree that the disclosing party shall be entitled to seek equitable relief, including injunctive relief, in addition to all other remedies available at law for any threatened or actual breach of this Agreement with respect to Confidential Information.

10.4     Ownership. Each party shall retain all right, title and interest to such party's Confidential Information disclosed to the other party. Subject only to the Receiving Party's limited use of the Confidential Information for the Intended Purpose (in the case of Company), or to the extent required to provide and maintain the Services for Company's use (in the case of CareerBuilder), the Receiving Party acknowledges and agrees that nothing in this Agreement shall be construed as granting or implying any rights, license or otherwise, to any Confidential Information disclosed pursuant to this Agreement whether under any trademark, patent or copyright, or application of same which are now or thereafter may be obtained by such party. The Receiving Party shall not violate any of the Disclosing Party's intellectual property or other rights in or to the Confidential Information.

11.   Data Protection.

11.1     Company hereby irrevocably grants CareerBuilder the right to collect, extract, compile, synthesise, and analyse Aggregate Data. CareerBuilder may use such Aggregate Data for any lawful business purpose without a duty of accounting to Company, provided that the data and information is used only in an aggregated and anonymised form so that it cannot be identifiable as relating to Company or any one Candidate or User. 

11.2     It is agreed that Company is the data controller of any Company Personal Data collected on the Software Services and CareerBuilder is the data processor for the provision of Software Services under this Agreement. The Company acknowledges that, with respect to the Software Services, it is responsible for ensuring compliance with all applicable Data Protection Laws including, but not limited to: i) ensuring that all Company Personal Data is processed fairly and lawfully and in full compliance with applicable Data Protection Laws; ii) ensuring that Candidates are fully informed of the processing of their personal data necessary for the performance of the Software Services and as described in this Agreement  and iii) ensuring that all necessary disclosures and consents have been obtained from Candidates to permit the processing of their personal data by CareerBuilder to perform the Software Services and as described in this Agreement.

11.3.    Company authorises CareerBuilder to display on the Software Services a template privacy policy on behalf of Company (as data controller of Company Personal Data).  Company acknowledges that it is responsible for ensuring that all privacy policies made available through the Software Services (whether or not incorporating any template privacy policies offered by CareerBuilder) comply fully with all applicable Data Protection Laws and accurately describe the processing of personal data contemplated by this Agreement. CareerBuilder does not make any representation that any template privacy policy made available by CareerBuilder to Company as part of the Software Services will enable Company to comply with its obligations under Data Protection Laws.  Company understands and accepts that CareerBuilder does not provide legal advice and that they are not authorised to do so.

11.4     Company undertakes to carefully review any template privacy policies made available through the Software Services by CareerBuilder on its behalf and to amend such policies as necessary to ensure that they accurately and comprehensively describe Company's processing of personal data and comply fully with all applicable Data Protection Laws.  CareerBuilder shall promptly update privacy policies posted on the Software Services on behalf of Company to incorporate any changes required by Company.

11.5     For the purposes of this Agreement, "Data Protection Laws" means European Directive 95/46/EC and European Directive 2002/58/EC together with all laws and regulations implementing the same in any European Member State and "Company Personal Data" means personal data contained within Company Data and subject to Data Protection Laws with respect to the processing of such personal data.

12.   Warranties, Warranty Disclaimers and Limitations on CareerBuilder's Liability.

12.1     Warranties. Each party represents and warrants that it has the legal power and authority to enter into the Agreement. Company represents and warrants that (a) it has neither falsely identified itself nor provided any false information to gain access to the Services, (b) its billing information is and at all times will be correct, and (c) it shall use and operate the Services in accordance with all laws that apply to its operations.  If at any time CareerBuilder comes to the understanding that Company: (i) misled CareerBuilder regarding its business practices and/or services, or (ii) purchased Services that do not represent its precise business, CareerBuilder reserves the right to terminate Company's Agreement.

12.2     Disclaimers.

(a) The warranties expressly stated in this section are the sole and exclusive warranties offered by CareerBuilder.  The CareerBuilder Content, Sites and Services are provided on an 'as is' basis without any warranties of any kind, express or implied. CareerBuilder, to the fullest extent permitted by law, disclaims all warranties, including, but not limited to, the warranties of satisfactory quality, title, description, and fitness for particular purpose. CareerBuilder makes no warranties about the accuracy, reliability, completeness, or timeliness of the CareerBuilder Content, Sites or Services.

(b) Without limitation on the foregoing, to the extent permitted by law:

(i) CareerBuilder does not warrant that the Sites or Services will operate error-free or that the Sites or Services are free of computer viruses or other harmful mechanisms. If Company's use of the Sites or Services results directly or indirectly in the need for servicing or replacing equipment or data, CareerBuilder is not responsible for those costs.

(ii) CareerBuilder assumes no responsibility and makes no representations, warranties or guarantees regarding (a) the truthfulness, accuracy, legality, completeness, timeliness or reliability of any Documents posted by Candidates, or of any other form of communication engaged in by or between Users and Candidates or Users and other third parties; and (b) the activities, omissions or other conduct of Candidates or of any third-party operated system, such as an applicant tracking system. Documents may contain inaccuracies or typographical errors. Company agrees that any reliance on Documents posted by Candidates or other third-parties, or on any other form of communication with Candidates or other third-parties, will be at Company's own risk.

(iii) Company assumes all responsibility for determining whether the Services or the information generated thereby are accurate or sufficient for Company's purposes. In particular, CareerBuilder does not warrant that the Services (including any reports, forms, notices, disclosures, data sets or other items provided to Company through the Services) will satisfy any legal, regulatory, reporting, recordkeeping, privacy or other requirements that may be applicable to Company or Company's clients.

(iv) CareerBuilder does not warrant that the Services will meet Company's employment objectives or that the Services will result in Candidates being hired, positions being filled or employees being retained. CareerBuilder is not responsible and shall have no liability for any business, employment, hiring and/or salary decisions, for whatever reason made, made by Company or Company's clients.

12.3     Limitation of Liability

(a) Nothing in this Agreement shall limit or exclude CareerBuilder's (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers) liability for (a) death or personal injury resulting from its negligence, or the negligence of its employees, agents or subcontractors; or (b) fraud, fraudulent misstatement or fraudulent misrepresentation.

(b) Subject to clause 12.3 (a):

(i) CareerBuilder (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers) shall in no circumstances whatever be liable to the Company whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any; (A) loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; (B) any loss of goodwill or reputation; or (C)  indirect or consequential,  losses suffered or incurred by Company arising under or in connection with this Agreement; and

(ii) CareerBuilder's (or any of its officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers) total liability to Company in respect of all loss arising under or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances [(and including any indemnities given by CareerBuilder under this Agreement)] exceed the amount of the payments paid by Company to CareerBuilder under this Agreement in the twelve months prior to the event giving rise to such liability.

(c) Due to the nature of this Agreement, in addition to monetary damages, Company agrees that CareerBuilder will be entitled to seek equitable relief upon a breach of this Agreement by Company.

13.   Indemnification.

Company will, at its sole expense, defend, indemnify, and hold harmless CareerBuilder and its affiliates, successors and assigns (collectively, the "CareerBuilder Indemnified Parties") from and against any and all damages, losses, costs and expenses (including any reasonable attorney's fees and expenses), which the CareerBuilder Indemnified Parties pay to third parties in connection with any claim, suit, action, or proceeding brought against a CareerBuilder Indemnified Party to the extent arising out of (a) any Users' use of or inability to use the Services, (b) any hiring or employment-related claims arising from or in connection with Company's use of the Services or any third-party services or (c) an allegation that the Company Materials or any other content, data or information supplied by Company, or the use thereof in accordance with this Agreement, infringes the copyright, patent right, or trademark right, or misappropriates the trade secrets, of a third party.

14.   Termination and Notice.

14.1     Termination. CareerBuilder reserves the right to suspend or terminate Company's access to and use of Services, and may terminate this Agreement, at any time if CareerBuilder determines that Company is in breach of this MSA.  Company may terminate this Agreement upon thirty (30) day's written notice if CareerBuilder breaches a material provision of this Agreement and fails to cure that breach within the thirty (30) day notice period. If, at any time during the course of this Agreement, Company should terminate the Agreement, not to include Company's termination in the case of breach of this Agreement by CareerBuilder, Company understands and agrees that CareerBuilder shall be entitled to receive all payments from Company for the Services used by Company up to the date of termination and payment for fifty percent (50%) of the remaining unused portion of the Order Form.

14.2     Notices. All notices shall be in writing and deemed given upon: (i) when received by the addressee if sent by a nationally recognised overnight courier; (ii) the second business day after mailing; or (iii) the first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a claim under section 12 ("Indemnification"). Notices shall be sent to the parties as follows: 

CareerBuilder:

The South Quay Building

189 Marsh Wall

London E14 9SHUnited Kingdom
Attn: Legal Department

Company:

The address submitted by Company in the Order Form. Email will not constitute sufficient notice.

15.   Third Party Providers.

The Services may enable Company to access and use other services not provided by CareerBuilder ("Third Party Services"), such as onboarding or pre-employment background investigations. The Services also contain certain links to websites of Third Party Providers as well as functionality to transmit job listings or other information or data to Third Party Services. Such Third Party Services are provided directly to Company by third party service providers ("Third Party Providers"), are not part of the Services, and are subject to change by such Third Party Providers. Any exchange of data or other interaction between Company and a Third Party Provider, and any purchase by Company of any product or service offered by a Third Party Provider, is solely between Company and such Third Party Provider. Third Party Services are provided to Company pursuant to such fees and other terms and conditions as may be agreed between Company and the Third Party Provider pursuant to a separate agreement. CareerBuilder provides access and links to Third Party Services, and transmits information and data to Third Party Services, solely as a convenience to Company and not as an endorsement by CareerBuilder. Company uses such Third Party Services solely at its own risk. CareerBuilder is not responsible for and makes no representations or warranties with respect to any Third Party Services, the actions of any Third Party Providers, or the handling of Company's information or data once CareerBuilder transmits it to a Third Party Provider pursuant to Company's instructions.

16.   Force Majeure. 

Neither CareerBuilder nor its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond CareerBuilder or its affiliates reasonable control, including, without limitation, acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

17.   Modification of Services; Amendments to this MSA.

CareerBuilder reserves the right at any time to modify or discontinue, temporarily or permanently, the Sites or Services with or without notice. If such modification or discontinuation materially alters this Agreement or Company's use of the Services, Company may terminate this Agreement upon 30 days written notice without penalty. The Agreement may be amended upon mutual written signed consent between the parties.  Any new or different terms supplied by Company are specifically rejected by CareerBuilder unless CareerBuilder agrees to them in a signed writing specifically including those new or different terms.

18.   General.

18.1 The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. Each of the parties to this Agreement irrevocably agrees that the courts of England shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this Agreement or its formation or validity and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.

18.2 The sole relationship between Company and CareerBuilder is that of independent contractors. CareerBuilder shall not be liable for any delay or failure to perform due to causes beyond its reasonable control. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. Sections 6, 7.1, 7.3 through 7.5 and 8 through 18 shall survive termination of this Agreement. Company may not assign or transfer its obligations under this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. The Agreement constitutes the entire agreement between Company and CareerBuilder regarding Company's use of the Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

18.3 Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.