Master Services Agreement

This Master Services Agreement (the “MSA”) is entered into between CareerBuilder, LLC (including its subsidiaries, “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) and Product Documentation (each 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; (2) any Order Form; and (3) the Product Documentation.

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, resume, 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), look and feel, text, information, data, resumes stored in the Databases, data submitted via the Sites by Candidates (other than data uploaded by a Candidate directly to the Software Services operated by CareerBuilder solely on behalf of the Company) 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).

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 by Company or by a Candidate directly to the Software Services operated by CareerBuilder solely on behalf of the Company. 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 the commercial databases (including, among others, its Resume Database, Supply & Demand Database and the Recruitment Edge Database) operated and licensed by CareerBuilder.

1.11 “Document” refers to any posting to a Site, whether job or resume 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 “Product Documentation” means the applicable Service’s additional terms and descriptions which may be attached to the Order Form and available at https://careerbuilderproductterms.jobs.net/page/productterms as updated from time to time.

1.14 “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.

1.15 “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).

1.16 “Software Services” means the Services made available to Company by CareerBuilder or its agents via the Sites that are designated as Software in the Order Form.

1.17 “User” means a single Company employee, recruiter, or other individual who has access to the Services pursuant to Company’s authorization under Section 6.1 of this MSA.

1.18 “User Account” means an account with CareerBuilder through which a User can access and use the Services.

2. CareerBuilder and Company Responsibilities

2.1 CareerBuilder 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) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week except for scheduled downtime and any unavailability caused by circumstances beyond CareerBuilder’s reasonable control.

2.2 Company Responsibilities. Company shall cooperate with CareerBuilder in the performance by CareerBuilder of the Services.

3. Term and Renewal

The “Start Date” and “End Date” listed on the Order Form defines the “Initial Term” for the Services. At the conclusion of the Initial Term, unless otherwise specified in the Order Form, the subscription to the Services may be renewed upon mutual written consent between the parties for additional renewal terms (each a “Renewal Term”). The Initial Term and any Renewal Terms together comprise the “Term” of the Agreement.

4. Intellectual Property

4.1 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 United States and foreign 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. Company must retain all copyright, trademark, service mark and other proprietary notices contained on the CareerBuilder Content on any authorized 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.

4.2 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, 4.2(a) and 4.2(b) are the “Intended Purpose”). Company may use the CareerBuilder Materials subject to the licensing language in this Section 4 and only for the Intended Purpose. CareerBuilder is the sole interpreter of the Intended Purpose for the CareerBuilder Materials.

4.3 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 I provide services to others except as specifically authorized 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, mirror, frame, “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.

4.4 Use of Aggregate Data. Company understands and agrees that CareerBuilder collects, extracts, compiles, synthesizes, and analyzes 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 anonymized form so that it cannot be identifiable as relating to Company or any one Candidate or User.

4.5 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.

5. Company Materials.

5.1 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.

5.2 Warranty Regarding Company Materials. Company represents, warrants and covenants 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.

5.3 Marketing and Publicity. CareerBuilder may use Company’s name and logo on Company’s Site and marketing collateral with the prior written approval of the Company in compliance with any branding guidelines provided by Company.

6. Account Security; Acceptable Use.

6.1 Account Security. Company’s User Account and any related Services accessed through such account are to be accessed and used solely by Company. Company may not provide its password or otherwise permit access to its User Account to any third party. 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 unauthorized use or disclosure of a username or password.

6.2 Acceptable Use of the CareerBuilder Materials. Company is prohibited from violating or attempting to violate the security of the Sites, as determined in CareerBuilder’s sole discretion, including taking any action that is inconsistent with this Agreement, 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, text 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 Agreement or by applicable law. It is Company’s responsibility to ensure that its use of the CareerBuilder Materials complies with this Agreement and all applicable laws.

6.3 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) material that infringes on or misappropriates any other intellectual property rights, or violates the privacy or publicity rights of others; (iv) irrelevant keywords or white text keywords (including any words embedded in the Document and hidden from the Candidate); (v) anything that is discriminatory, sexually explicit, obscene, libelous, defamatory, threatening, harassing, abusive, or hateful; (vi) anything that is embarrassing or offensive to another person or entity; or (vii) advertisements, or solicitations of business; provided, however that CareerBuilder may allow posting of certain training and business opportunities (see Section 6.3(c) below). In addition, Documents that encourage the User to “email for more details” are not permitted.

(b) Job postings must describe individual openings for traditional W-2 employees or 1099 independent contractors. Company may not advertise multiple job openings in a single posting.

(c) 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.

(d) 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 or other provisions of this Agreement 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 Documents.

7. Confidentiality.

7.1 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 organization to those employees who have a need to have access to the Confidential Information.

7.2 Exceptions to Confidential Information. The obligations in Section 7.1 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; (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 I 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.

7.3 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.

8. Data Protection.

8.1 To the extent that the provision of the Services under this Agreement involves the processing of Company Personal Data by CareerBuilder as a processor on behalf of Company as a data controller, or any similar concepts, under any applicable law, Data Protection Addendum is incorporated into, and hereby forms a part of, this Agreement.

8.2 To the extent that the provision of the Services under this Agreement involves the processing of personal data other than Company Personal Data, such data is provided by CareerBuilder as a data controller to Company as a separate, independent data controller for the Intended Purpose and:

(a) CareerBuilder warrants that it has an adequate legal basis under GDPR for sharing that data with Company for the Intended Purpose; and

(b) Company will comply with GDPR, if applicable, and any other applicable data protection laws with respect to such data and shall: (i) process such data fairly and lawfully and only for the Intended Purpose; (ii) process such data only for as long as is necessary for the Intended Purpose and deleting such data once the Intended Purpose has been fulfilled; (iii) have in place appropriate technical and organizational measures to protect such data against accidental or unlawful destruction or accidental loss, alternation, unauthorized disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data; (iv) have in place procedures so that any third party it authorizes to have access to such data, including processors, will respect and maintain the confidentiality and security of the data; (v) not disclose or transfer such data subject to GDPR to a third party located outside of the UK, European Economic Area or Switzerland unless it does so in compliance with all applicable data protection laws; and (vi) comply with data subject requests received by it for access to, or correction, amendment, blocking or deletion of, such data made pursuant to applicable data protection laws.

8.3  To the extent that any data shared by CareerBuilder to Company under clause 8.2 constitutes a restricted transfer of personal data under GDPR (out of the EEA, Switzerland or UK as relevant), the parties agree that module one of the standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council adopted by European Commission decision of 4 June 2021 and published under document number C/2021/3972 (the “EU C2C Standard Contractual Clauses”) in addition to the EU C2C as amended by the UK Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner under section 119A(1) Data Protection Act 2018 (the “UK C2C Standard Contractual Clauses”) shall each apply as relevant and are incorporated herein by reference. For the purposes of such clauses:

8.3.1       the optional clause set out at Clause 7 (‘Docking clause’) shall not apply;

8.3.2       the optional clause set out at Clause 11(a) (‘Redress’) shall not apply;

8.3.3       for Clause 13(a) (‘Supervision’) and the Appendix, Annex I(C), the supervisory authority shall be whichever is the competent authority for the relevant data subject or the CareerBuilder Counterparty under Data Protection Legislation and for Clauses 17 (‘Governing law’) and 18(b) (‘Choice of forum and jurisdiction’) the laws and courts of Ireland shall apply but for the UK C2C Standard Contractual Clauses, it shall be the law and courts of England and Wales;

8.3.4       for Appendix, Annex I(A), the details of the Parties are set out in the Order Form with CareerBuilder being the “Data Exporter” and the Company the “Data Exporter”;

8.3.5       for Appendix, Annex I(B) the data subjects shall be jobseekers and/or visitors to our websites, including potential and actual candidates for employment. The personal data may include: name, email addresses, home and work addresses, phone numbers, CV, employment history, including job titles and company names, education information, financial information (e.g., previous salary at former employer), job search behaviour and preferences, including a record of the searches that visitors make on our web site, if a visitor signs in to our web site with a social media account, that visitor’s social media ID, social network site profile image, URL and other information included in that visitor’s social media profile, dates and times of visits to our web site, information on actions taken on our web site (such as page views, site navigation patterns and job view or application activity), a general geographic location (such as country and city) from which a visitor accesses our web site. The purpose and nature is the Intended Purpose pursuant to this Agreement. The frequency will be ongoing during the term and data shall be deleted by Company once the Intended Purposes has been fulfilled; and

8.3.6       for the purposes of the Appendix, Annex II, the Company shall ensure all appropriate technical and organization measures are in place and made available to CareerBuilder on request.

8.4 For the purposes of this Section 8, “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of the 27 April 2016 on the protection of natural persons with regards to the processing of personal data and on the free movement of such data as applicable as of 25 May 2018 as may be amended from time to time and as well as such Regulation forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act of 2018, together with all laws and regulations implementing the same in any European Member State or the UK and “Company Personal Data” means personal data contained within Company Data and subject to GDPR with respect to the processing of such personal data.

9. Warranties, Warranty Disclaimers and Limitations on CareerBuilder’s Liability.

9.1 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 this Agreement and 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.

9.2 WARRANTY DISCLAIMERS.

THE WARRANTIES EXPRESSLY STATED IN SECTION 8.2(a) AND SECTION 9.1 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 MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. CAREERBUILDER MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CAREERBUILDER CONTENT, SITES OR SERVICES, OR ANY OTHER FORM OF COMMUNICATION ENGAGED IN BY OR BETWEEN USERS AND CANDIDATES OR USERS AND OTHER THIRD PARTIES. CAREERBUILDER DOES NOT WARRANT THAT THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS THAT MAY BE APPLICABLE TO COMPANY OR COMPANY’S CLIENTS.

9.3 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.

(a) COMPANY ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF THE SITES, THE INTERNET GENERALLY, AND THE DOCUMENTS OR COMPANY MATERIALS THAT IT POSTS, PROVIDES OR ACCESSES AND FOR ITS CONDUCT ON AND OFF THE SITES.

(b) IN NO EVENT SHALL EITHER PARTY (OR ANY OF SUCH PARTY’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS) BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR IN CONNECTION WITH SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) WITH THE EXCEPTION OF COMPANY’S PAYMENT OBLIGATIONS UNDER ANY ORDER FORM, IN NO EVENT SHALL EITHER PARTY (OR ANY OF SUCH PARTY’S OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS) BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF THE AMOUNTS ACTUALLY PAID BY COMPANY TO CAREERBUILDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

10. Indemnification.

10.1 Indemnification by CareerBuilder. CareerBuilder will defend, indemnify, and hold harmless Company from and against any and all damages, costs and expenses (including any reasonable attorney’s fees and expenses) finally awarded against Company, or for amounts paid by Company to third parties under a settlement approved by CareerBuilder in writing to the extent arising out of any claim, suit, action, or proceeding brought against Company alleging that the Services, or use thereof in accordance with this Agreement, infringes the copyright, patent right, or trademark right, or misappropriates the trade secrets, of a third party. In case of such a claim, CareerBuilder may, in its discretion, procure a license that will protect Company against such claim without cost to Company, modify or replace the Services to avoid such infringement, or if CareerBuilder deems such remedies not practicable, CareerBuilder may terminate the Services and the Agreement without fault, provided that in case of such a termination, Company shall receive a pro-rata refund of the license fees prepaid for use of the Services not yet furnished as of the termination date. This Section states Company’s sole and exclusive remedies, and CareerBuilder’s sole and exclusive liability, for infringement or claims alleging infringement relating to the Services or the Content. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis for the claim against Company; (2) the claim arises from the use or combination of the Services or any part thereof with software, hardware, data or processes not provided by CareerBuilder; or (3) the claim arises from Company’s use of the Services in violation of this Agreement or the applicable Order Form.

10.2 Indemnification by Company. 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, (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 or (d) Company’s use of the Services in violation of this Agreement or applicable law.

10.3 Notice of Indemnification. In case of any claim that is subject to indemnification under this Agreement, the party that is indemnified (“Indemnitee”) shall provide the indemnifying party (“Indemnitor”) reasonably prompt notice of the relevant claim. Indemnitor shall defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification under the Agreement. Each party shall cooperate in good faith with the other to facilitate the defense of any such claim and shall tender the defense and settlement of any action or proceeding covered by this Section to the Indemnitor upon request. Claims may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault or liability.

11. Termination and Notice.

11.1 Termination.

(a) Either party may terminate this MSA if there is no Order Form in effect by providing written notice to the other party.

(b) Subject to Section 11.1(c), either party may terminate this Agreement at any time upon 30 days’ prior written notice to the other party if the other party materially breaches this Agreement and fails to cure that breach within the 30-day notice period.

(c) Notwithstanding the foregoing, CareerBuilder may suspend or terminate Company’s access to and use of Services and terminate this Agreement without notice if CareerBuilder determines that Company is in breach of Sections 4.2, 4.3, 6, the last sentence of Section 9.1 or any payment obligations under this Agreement.

11.2 Notices. All notices shall be in writing and deemed given upon: (i) when received by the addressee if sent by a nationally recognized 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 10 (“Indemnification”). Notices shall be sent to the parties as follows:

CareerBuilder:

CareerBuilder, LLC

200 North LaSalle Street, Ste. 900

Chicago, IL 60601

Attn: Legal Department

Company:

The address submitted by Company in the Order Form.

12. 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 third party job boards. 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.

13. 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.

14. 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. CareerBuilder may revise this MSA at any time by updating the version provided at https://careerbuildermsa.jobs.net/page/msa. Revisions will be binding on Company on the date that they are posted (or as otherwise stated in any notice of such changes). Any use of a Site or of the Services will be considered acceptance by Company of the then-current MSA (including any exhibits thereto). If at any time Company finds the MSA to be unacceptable, then it may not use the applicable Sites or Services any longer. 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.

15. General.

This Agreement is governed by the internal substantive laws of the State of Illinois, excluding its conflict of laws principles. Company irrevocably submits to venue and exclusive personal jurisdiction in the federal and state courts in Chicago, Cook County, Illinois, for any dispute arising out of this Agreement, and waives all objections to jurisdiction and venue of such courts. 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 4 through 15 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.