Free Trial Terms and Conditions

1. License Grant

License Grant by JobEmpire.net. Subject to Customer's compliance with the terms of this Agreement and effective upon completion of the Configuration Services (as defined below), JobEmpire.net hereby grants to Customer a worldwide, non-exclusive, non-transferable, non-assignable (subject to the Assignment section below), non-sublicensable, royalty-free right and license to use, access and publicly display the JobEmpire.net JobEmpower ("JobEmpower") during the term of this Agreement and solely for its internal business purposes. Customer may not use JobEmpower except pursuant to the limited rights expressly granted herein, and JobEmpire.net reserves all rights not expressly granted herein.

License Grant by Customer. Subject to the terms of this Agreement. Customer hereby grants to JobEmpire.net a worldwide non-exclusive, non-sublicensable, royalty-free, fully paid-up licenses to use Customer's data and materials provided hereunder solely for the purpose of providing Services to Customer under this Agreement ("Customer Data"). Customer Data shall be deemed "Confidential Information" of Customer (as defined in Section 11 of this Agreement) and are subject to the restrictions set forth in Section 11 of this Agreement.

Trademark License Grant. Subject to the terms of this Agreement and Customer's trademark usage guidelines and practices, Customer hereby grants to JobEmpire.net a non-transferable, non-exclusive, non-assignable license during the term of this Agreement to use the Customer Marks (as defined below) that Customer may adopt from time to time solely in connection with the provision of Services under this Agreement. If JobEmpire.net, in the course of performing its services hereunder, acquires any goodwill in any of Customer Marks, all such goodwill will automatically vest in Customer and JobEmpire.net shall take all such actions or execute any documents necessary to effect such vesting. Upon any termination or excoriation of this Agreement JobEmpire.net will have no further right to use any Customer Mark.

2. Services

Subject to the terms herein, JobEmpire.net shall perform the following: Set-up Services, Configuration Services, and Hosting Services (collectively, the "Services").

Set-up Services. JobEmpire.net shall provide services to set-up and implement an infrastructure to administer JobEmpower, and support the provision of the Configuration Services (as defined below) and Hosting Services (as defined below) ("set-up services").

Configuration Services. JobEmpire.net shall perform the configuration and development services for the JobEmpower ("Configuration Services").

Hosting Services. JobEmpire.net shall provide hosting services for JobEmpower as set forth in Section 3 of this Agreement ("Hosting Services") commencing on the completion of the Configuration services. Hosting Services shall mean hosting, maintaining and managing JobEmpower on the internet and maintaining Customer's access to JobEmpower during the term of this Agreement. JobEmpower shall reasonably conform with the standards set forth in Section 3 of this Agreement. Hosting Services shall not consist of modifying or updating JobEmpower to accommodate substantial changes Customer makes to the Career Site (graphic or textual updates) after completion of the Configuration Services.

3. Hosting Standards

Monitoring. JobEmpire.net shall monitor the systems to ensure that sufficient system recourses and network connectivity are maintained at all times.

Help Desk. During JobEmpire.net's normal business hours and days (Monday through Friday, 7 a.m. to 4 p.m. (Pacific Standard Time) JobEmpire.net shall provide support to Customer's administrator for JobEmpower (help desk assistance) primarily via e-mail and if necessary via telephone with any problems or questions concerning the use or functions of JobEmpower.

4. Customer Obligations

Customer Cooperation. Customer shall (i) provide all information reasonably required for the performance of the Services hereunder; (ii) reasonably cooperate in providing the Services; (iii) permit JobEmpire.net to include in JobEmpower certain JobEmpire.net logos as mutually agreed to by the parties, including, without limitation, the statement "Powered by" followed by a logo owned by JobEmpire.net (iv) use commercially reasonable efforts to ensure connectivity necessary for performance of the Services (v) reasonably provide adequate resources to participate in or facilitate the performance of the Services. In addition, Customer shall reasonably cooperate with JobEmpire.net for JobEmpire.net to obtain all necessary rights, licenses, consents, waivers and permissions to allow JobEmpire.net to perform the Services as contemplated herein.

Standards for Internet Conduct. In connection with Customer's use of JobEmpower, Customer will not knowingly:

Post, transmit, distribute, store, upload or destroy material (i) in violation of any applicable local, state, national or international law or regulation, or (ii) in a manner that will infringe the copyright, trademark, trade secret, patent or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others.

Post or transmit any message, information, data, text software or images, or other materials ("Content") that is unlawful, harmful, threatening, abusive, harassing, defamatory, otherwise objectionable or that may invade another's right of privacy or publicity.

Impersonate any person or entity, including without limitation a JobEmpire.net employee or agent, an authorized user of the JobEmpower, a job applicant, or an employer, or otherwise misrepresent Customer’s affiliation with any person or entity.

Post or transmit any Content that Customer does not have a right to reproduce, display or transmit under any law or other contractual or fiduciary relationships (such as nondisclosure agreements).

Delete or modify any material posted by any other person or entity not related to Customer.

Print out or otherwise copy or use any personally identifiable information about candidates for purposes other than consideration of the candidates for potential employment.

Communicate, send, or place unsolicited e-mail, telephone calls, mailings or other contacts to postings individuals and entities.

Register an e-mail address that Customer does not own or does not have the express permission of the owner to register.

Violate or attempt to violate the security of the JobEmpower, including, without limitation:
- accessing data not intended for Customer or logging into a server or account that Customer is not authorized to access;
- attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- attempting to interfere with service to any user, host or network, including, without limitation, submitting a virus or corrupted data to the JobEmpower, overloading, continuous posting or repetitive text, "flooding", "submitting", "mailbombing" or "crashing";
- sending unsolicited advertising, promotional materials, e-mail "junk mail", "chain letters", or any other form of solicitation; or
- forging any TCP/IP packet, header or any part of the header information in any e-mail or posting.

5. Ownership

Ownership of Proprietary Technology. Except for the Customer Data, Customer’s Confidential Information and Customer's trademarks, service marks, logos, and tradenames (collectively "Customer Marks") provided by Customer to JobEmpire.net under this Agreement, Customer agrees that JobEmpire.net and its authorized suppliers are the exclusive supplier of the Services, and owner of all right, title and interest in and to JobEmpower, and all other aspects and technologies related to JobEmpower including without limitation, any developments, derivative works or enhancements of JobEmpower as a result of this Agreement or otherwise and any materials provided to Customer by JobEmpire.net. To the extent, if any ownership of JobEmpower does not automatically vest in JobEmpire.net by virtue of this Agreement or otherwise, Customer hereby transfers and assigns to JobEmpire.net all rights, title and interest which Customer may have in and to JobEmpower. Except for Customer's interest, title and ownership in the Customer Data, Customer’s Confidential Information and Customer Marks, JobEmpire.net reserves all right, title and interest in and to JobEmpower, and all copyright, trademark, tradename and other intellectual property right for itself and its suppliers as appropriate. Customer agrees that it shall not remove, efface or obscure any copyright notices, trademarks, restricted right, logos or other proprietary notices or legends in JobEmpower.

Ownership of Customer Content. All proprietary information, data and materials (including without limitation, Customer Data, Customer’s Confidential Information and Customer Marks) supplied by Customer to JobEmpire.net pursuant to this Agreement shall at all times remain the sole and exclusive property of Customer or its suppliers, who shall retain all intellectual property rights.

6. Term and Termination

Term. Unless terminated earlier in accordance with the termination rights set forth below, the term of this Agreement shall be for thirty (30) days following the Effective Date ("initial Term").

Termination by Customer. Customer may terminate this Agreement for any reason.

Termination by JobEmpire.net. Without limiting its right to seek or take any other action, JobEmpire.net may terminate this Agreement if Customer breaches the material terms of this Agreement.

Effect of Termination. Upon the termination of this Agreement for any reason, JobEmpire.net shall cease provision of all Services, all licenses and rights granted hereunder shall terminate, Customer shall cease all use of JobEmpower, and the parties shall immediately destroy or return all documentation and all Confidential Information of the other party, together with any and all documents, notes and other materials relating to JobEmpower. Sections 5,6,7,8,9,10,11 and 12 of this Agreement shall survive any termination or expiration of this Agreement for any reason and shall continue in full force and effect.

7. Warranty

JobEmpower Warranty. For a period of one hundred twenty (120) days following completion of the Configuration Services, provided JobEmpire.net is providing Hosting Services to Customer, JobEmpire.net warrants that JobEmpower will perform substantially in accordance with its specifications. If during this period JobEmpower so fails to conform, then JobEmpire.net's obligation shall be to correct any such non-conformance at no additional charge to Customer; provided, however, if such non-conformance is caused by hardware or software not provided and approved by JobEmpire.net, JobEmpire.net shall bill Customer for its time and expenses at its then current rates after obtaining Customer's prior written approval.

EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, CUSTOMER AGREES THAT USE OF JOBEMPOWER IS ENTIRELY AT CUSTOMER'S OWN RISK, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, JOBEMPOWER IS PROVIDED WITH NO OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF TITLE NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND FORINFORMATION, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH JOBEMPOWER.

8. Customer Representations and Warranties

Representations and Warranties. Customer represents and warrants that (i) it has the power and authority to enter into and perform its obligations hereunder, (ii) to the best of its knowledge, that the Customer Data used in conjunction with JobEmpower does not and shall not contain any content, materials, advertising or services that are inaccurate, infringe on or violate any applicable law, regulation or right of third party, including, without limitation, export laws, or any proprietary, contract, moral, Intellectual Property Right or privacy right or any other third party right, and that it owns such content or otherwise has the right to place such content on JobEmpower, (iii) it has obtained all authorizations necessary for links from the JobEmpower to other web sites and (iv) Customer will not place a load on JobEmpire.net systems by the use of test or stress testing equipment or other means, including automated tools which mine data, without prior notification to and approval from JobEmpire.net.

Data. JobEmpire.net assumes no responsibility for loss of data or other damage to persons or property arising out of Customer’s, or any of Customer’s applicants’ grossly negligent use of JobEmpower (including, without limitation, any libelous, obscene, indecent or illegal act, or infringement of any intellectual property, in any jurisdiction). JobEmpire.net reserves the right to remove any offensive or slanderous language or job descriptions after consulting Customer.

9. Indemnity

Customer Indemnity. Customer agrees to indemnify, defend and hold harmless JobEmpire.net, its officers, employees and agents, and defend any action brought against it with respect to any claim, demand, cause of action, debt or liability, including reasonable attorney's fees (collectively, “Claims"), based upon (i) a breach of any of its representations, warranties or agreements hereunder or (ii) Customer Data placed on JobEmpower by Customer.

JobEmpire.net Indemnity. JobEmpire.net agrees to indemnify, defend and hold harmless Customer, its directors, officers, employees and agents, and defend any Claims based upon a breach of any of its representations, warranties or agreements hereunder.

Mechanics of Indemnities. In connection with the indemnity obligations of both parties immediately above, the indemnifying party’s obligations are conditioned upon the indemnified party:(i) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity, (ii) granting control of the defense and settlement to the indemnifying party and (iii) reasonably cooperating with the indemnifying party at the indemnifying party's expense.

Intellectual Property Indemnity. JobEmpire.net agrees to indemnify, hold harmless and defend Customer, its directors, officers, employees and agents, from any Claim brought against Customer to the extent that JobEmpower infringes any patent, trade secret, trademark or copyright. Customer shall provide reasonable information, assistance and authority to enable JobEmpire.net to defend such Claim. Customer shall have no authority to settle any Claim on behalf of JobEmpire.net. JobEmpire.net shall have no liability for any Claim based on Customer's content; or use of JobEmpower in combination with materials not provided or approved by JobEmpire.net.

10. Limitations of Liability

IN NO EVENT SHALL EITHER PARTY HAVE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOST PROFITS, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

11. Confidential Information

Customer and JobEmpire.net agree not to disclose to any third party any Confidential Information disclosed to it by the other party without the prior written consent of the disclosing party. Each party agrees to take appropriate action by instruction or agreement with all persons who permitted access to Confidential Information. Both parties shall limit access to the Confidential Information of the other party to those persons having a need to know such information in order to exercise or perform the respective party's rights and obligations under this Agreement.

"Confidential Information" shall mean non-public information disclosed by a party to this Agreement to the other party, including, without limitation, all technical and non-technical information provided by Customer to JobEmpire.net, including but not limited to any trade secret, idea, invention, information, process, technique, algorithm, computer program (source and object code), design, drawing, formula, model, or test data, work-in-process, future developments, engineering, licenses, manufacturing, marketing, servicing, financing, personnel matters, present or future product, sales, suppliers, clients, customers, employees, job applicants, investors, inventors, or business, whether in oral, written, graphic, electronic or other form. Confidential information of Customer disclosed in tangible form may or may not be marked with a "confidential", "proprietary", or other similar legend. Whether or not so marked, the information shall be deemed to be Confidential Information of Customer. No rights or licenses to trademarks, inventions, copyrights or patents or otherwise are implied or granted under this Agreement and all right, title and interest in the Confidential Information of Customer shall remain with Customer. Customer Data shall be deemed Confidential Information of Customer.

In addition, Confidential Information shall include, but not be limited to, JOBEMPOWER, information regarding JobEmpower, related data supplied by JobEmpire.net for performance of the Services hereunder, the terms and pricing contained in this Agreement, and all other non-public information clearly identified by the disclosing party as confidential. Except as explicitly set forth in this Agreement, Customer shall not disseminate, disclose or otherwise provide or make available JobEmpower, or any portion or copy thereof, to any third party.

Obligations of Recipient. The recipient shall not disclose the Confidential Information to any third party without the prior written approval of the disclosing party and shall maintain the Confidential Information with at least the same degree of care that the recipient uses to protect its own similar categories of confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The parties shall limit access to the Confidential Information in order to exercise or perform the party's rights and obligations under this Agreement. Confidential Information shall not be reproduced in any form, except as required to accomplish the intent of this Agreement. The recipient shall not be liable for disclosure of Confidential Information that: (a) was in the public domain at the time it was communicated to the recipient by the other party, or entered the public domain subsequent to the time it was communicated to the recipient by the other party other than by a breach of this Agreement by the recipient; (b) is or was rightfully received or known by the recipient without restriction on disclosure or any obligation of confidentiality; (c) is or was independently developed by employees of recipient; (d) is or was generally available to third parties by the disclosing party without restriction on disclosure; or (e) is required to be disclosed in response to a valid order by a court or other governmental body, provided that the recipient provided the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information.

12. General

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, excluding the laws dealing with conflicts of laws.

Assignment. This Agreement is not assignable by either party without the prior written consent of the other party. Any attempt to assign any of the rights, duties, or obligations of this Agreement without such consent shall be void and of no effect. Notwithstanding the foregoing, either party may assign this Agreement in whole or in part as part of a corporate reorganization, consolidation, merger or sale of substantially all of its assets. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

Independent Contractors. The parties to this Agreement are Independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.

Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force to the fullest extent permitted under law. The invalid provisions will be replaced automatically with a provision that mostly closely approximates the intent and economic effect of this invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

Equitable Relief. Each party acknowledges and agrees that due to the subject of this Agreement, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the breaching party or third parties to unfairly compete with the non-breaching party resulting in irreparable harm to the non-breaching party and, therefore, that upon any such breach or threat thereof, the non-breaching party shall be entitled to equitable relief in addition to whatever remedies it may have at law.

Force Majeure. If the performance of this Agreement, or any obligation hereunder is prevented, restricted or interfered with by reason of fire, flood, earthquake, explosion or other casualty or accident, strikes or labor disputes, inability to procure a power supply, war or other violence, any law, order, proclamation, regulation, ordinance, demand or requirement of any government agency, or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.

Notices. Legal notices given by the parties to one another in connection with this Agreement shall be given in writing and delivered via return receipt mail or express service to the parties' respective addresses first set forth above or such other address as they may substitute by giving notice to one another in accordance with this paragraph.

Entire Agreement. The parties agree that this Agreement is the complete and exclusive statement regarding the subject matter hereof and supersede all prior agreements, understandings and communications, oral or written, between the parties.


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