Cookies, Privacy and Terms of Service
Cookies, Privacy and Terms of Service
 

When you access or use Indeed’s online and/or mobile services, web sites, and software provided on or in connection with the services or web sites (collectively, the “Website”), (a) you represent that you have read and understand the Cookies Policy and Privacy Policy and (b) you conclude a legally binding agreement (“Agreement”) based on the Indeed Terms of Service with (1) Indeed Inc., 7501 N. Capital of Texas Hwy, Building B, Austin, TX 78731, USA if and when you are in the United States (“Indeed Inc.”), and (2) Indeed Ireland Operations Limited, First Floor, Block B, Riverside IV, Sir John Rogerson’s Quay, Dublin 2, Ireland if otherwise (“Indeed Ireland”). Any references to “Indeed” shall mean Indeed Inc. when you access or use the website from within the United States and otherwise “Indeed” shall refer to Indeed Ireland.

Cookie Policy

By using or accessing the Website, you are consenting to Indeed’s use of Cookies as follows:

This policy helps to explain the occasions when and why cookies may be sent to visitors to the Website (referred to in this policy as “we”, “us” or “our”). “Cookies” are text-only pieces of information that a web site transfers to an individual’s hard drive or other web site-browsing equipment for record-keeping purposes. Cookies allow the Website to remember important information that will make your use of the site more convenient. A cookie will typically contain the name of the domain from which the cookie has come, the “lifetime” of the cookie, and a randomly generated unique number or other value. Like most web sites, we use cookies for a variety of purposes in order to improve your online experience, for analytics and for marketing, but specifically we use Cookies on the Website for the following purposes:

  1. Analytical Purposes: We use Cookies to analyze user activity in order to improve the Website. For example, using Cookies we can look at aggregate patterns like the average number of job searches that users perform. We can use such analysis to gain insights about how to improve the functionality and user experience of the Website.
  2. Your Preferences: We use Cookies to store certain user preferences on our Website. For example, we may store the recent searches you have performed in a Cookie so that we can allow you to easily repeat those searches when you return to our Website.
  3. Marketing: We use Cookies from third-party partners such as Google for marketing purposes. These Cookies allow us to display Indeed promotional material to you on other sites you visit across the Internet.
  4. Referral Tracking: We use Cookies to associate user activity with the third party web site that referred the user to our Website. These third-party partner web sites receive credit for the activity of users they refer to our Website. We do not share any personal information or information about individual user activities with these partner entities.

Session Cookies are temporary cookies that remain in the cookie file of your browser until you leave the Website.

Persistent Cookies remain in the cookie file of your browser for much longer (though how long will depend on the lifetime of the specific cookie). When we use session cookies to track the total number of visitors to our Website, this is done on an anonymous aggregate basis (as cookies do not in themselves carry any personal data). We may also employ cookies so that we remember your computer when it is used to return to the Website to help customize your Indeed web experience. We may associate personal information with a cookie file in those instances. Use the options in your web browser if you do not wish to receive a cookie or if you wish to set your browser to notify you when you receive a cookie. You can easily delete any cookies that have been installed in the cookie folder of your browser. For example, if you are using Microsoft Windows Explorer:

  1. Open ‘Windows Explorer’
  2. Click on the ‘Search’ button on the tool bar
  3. Type “cookie” into the search box for ‘Folders and Files’
  4. Select ‘My Computer’ in the ‘Look In’ box
  5. Click ‘Search Now’
  6. Double click on the folders that are found
  7. ‘Select’ any cookie file
  8. Hit the ‘Delete’ button on your keyboard

If you are not using Microsoft Windows Explorer, then you should select “cookies” in the “Help” function for information on where to find your cookie folder If you disable all cookies, you may not be able to take advantage of all the features of this web site.

Indeed uses the AdWords and Remarketing Lists features of Google Analytics for Display Advertisers. Indeed and Google use first-party cookies (such as the Google Analytics cookie) and third-party cookies (such as the DoubleClick cookie) together to inform, optimize, and serve ads based on your past visits to our Website. This means that vendors including Google will display Indeed promotional material on other sites you visit across the Internet.

You may opt-out of Google Analytics for Display Advertisers including AdWords and opt-out of customized Google Display Network ads by visiting the Google Ads Preferences Manager. To provide web site visitors more choice on how their data is collected by Google Analytics, Google has developed an Opt-out Browser add-on, which is available by visiting Google Analytics Opt-out Browser Add-on, to enable you to opt-out of Google’s programs.

Indeed marketing service providers. If you do not want Indeed and its marketing services providers to follow your usage of our services via cookies and Web beacons, and to learn more about these providers and their privacy policies, please visit each site: Nielsen, comScore, Criteo, Yandex (Russia website only), Optimizely, Marketo, Sift Science, Demandbase, Olark, Perfect Audience. Opting out of these services does not mean you will no longer receive online advertising. It does mean that the service from which you opted out will no longer deliver ads tailored to your Web preferences and usage patterns.

Changes To Our Cookie Policy

From time to time, it may be necessary for us to change this cookie policy. We suggest that you check here periodically for any changes.

Privacy Policy

Effective Date: January 23, 2014

Indeed has created this Privacy Policy in order to disclose its use of personal data you give to Indeed when you access or use Indeed’s online and/or mobile services, web sites, and software provided on or in connection with the services or web sites (collectively, the “Website”). This Privacy Policy is effective as of January 23, 2014. You may contact Indeed, Inc. at 7501 N. Capital of Texas Hwy, Building B, Austin, TX 78731, USA and Indeed Ireland Operations Limited, First Floor, Block B, Riverside IV, Sir John Rogerson’s Quay, Dublin 2, Ireland. Or you can reach either company via our Website contact form.

This Privacy Policy covers only data collected through the Website and not any other data collection or processing, including, without limitation, data collection practices of other web pages to which we link or data that we or our subsidiaries collect offline or through web sites, products, or services that do not display a direct link to this Privacy Policy. Occasionally, we may refer to this Privacy Policy in notices and consent requests related to special-purpose web pages, for example, if we invite you to submit ideas to improve the Website; under such circumstances, this Privacy Policy applies as modified in the particular notice or consent request (e.g., with respect to types of data collected or purposes of collection).

1. Information Collected and Utilized

When you request information, subscribe for a service, register as a user, participate in a survey, post a rating or review, post a question or answer, post a resume, upload content or otherwise actively send us data on our Website, we usually collect data including, but not limited to, user name, password, first and last name, email address, street address, gender, occupation, interests, messages you send to users and any other data included in a submitted profile or resume. In connection with chargeable services, we will also collect payment information (e.g., credit card number and related verification information). In each such instance, you will know what data we collect through the Website, because you actively submit it.

As part of the standard operation of the Website, Indeed will automatically collect information from your computer or mobile device, including, but not limited to, your browser type, operating system, IP address and the domain name from which you accessed the site, and if you are accessing our site with your mobile device, type of mobile device. In addition we may record actions taken on the Website including, but not limited to, date and times of use, clicks, page views, the amount of time you spend on each page, and search queries. Indeed reserves the right to match your IP address or other information with other information about you in any way permitted by applicable law. Indeed will store this information on its equipment or the equipment of third parties that it has a relationship with for that purpose.

If you access or use the Website on your mobile telephone or other mobile device, including tablets, we collect mobile device identifiers, including MAC Address, and IP Address. Indeed may create and assign to your device an identifier that is similar to an account number. We may collect the name you have associated with your device, device type, telephone number, country, and any other information you choose to provide, such as user name, geo-location or e-mail address. We may also access your contacts to enable you to invite friends to join you in the Website.

2. Uses of Information

When you submit information to Indeed, this information will be used for the purposes set forth in Paragraphs 2 and 3 of this Privacy Policy. Indeed uses this information and information generated when you use our Website, including but not limited to your resume, your posted reviews, searches, clicks, taps, web sites and web pages you visit through our mobile software (including third party web sites and web pages), job applications, messages and postings to provide our services and features to you, to provide your information to employers that may be interested in contacting you, to provide employer information to you and to measure and improve those services and features, and to provide you with customer support. If you are located in the USA, Indeed may also share your personal information, such as your email address, with third party websites and/or social networking sites in order to show you targeted advertisements and other content that has been customized for you. If you would like to opt-out of receiving advertisements, please send an email to opt-out @ indeed.com. (remove spaces when sending email)

Indeed may also use the information to prevent potentially illegal activities and activities that are detrimental to you or other users. Indeed may investigate and disclose information from or about you or your use of Indeed if we have a good faith belief that such investigation or disclosure is (a) reasonably necessary to comply with legal process and law enforcement instructions and orders; (b) helpful to prevent, investigate, or identify possible wrongdoing in connection with the use of the Website; or (c) protects our rights, reputation, property, safety, or that of the public. We may use a variety of methods to detect and address anomalous activity and screen content to prevent abuse such as spam. These efforts may on occasion result in a temporary or permanent suspension or termination of some functions for some users. We provide email proxy and relay services to the users of our Indeed products, including: Indeed Resume, Indeed Apply, and Post a Job; we monitor and review those messages in order to prevent fraud, reduce unwanted mail, and provide quality control.

We may use other companies, including other members of the Indeed corporate group and third parties, to perform services necessary to our operations. In the course of providing these services, those companies may have access to your personal information and such information may be transferred overseas. By contractual agreement, those companies must treat your information in accordance with this Privacy Policy. However, we will not be liable (to the fullest extent permitted by law) for any damages that may result from the misuse of your personal information by these companies. Indeed may use your IP address and mobile device information to help diagnose problems with Indeed’s service and to administer Indeed’s site. Your IP address and mobile device information may also be used to help identify you, your location, and your online profile and to gather broad demographic information (such as country of origin). Indeed may maintain (as permitted by applicable law) your data following your termination of your relationship with Indeed. Indeed may delete your user data as permitted by applicable law. If you provide credit, debit or other payment card and related details to us in order to make a payment, Indeed will use those details only for the purpose of processing the payment. Indeed may also aggregate your data with other data, for the purposes set forth above.

3. Contact and Resume Information

When you give Indeed contact information (such as your name and email address) and demographic information, you agree that Indeed may utilize this information as set forth herein. You agree that Indeed may, as part of its services to you, communicate with you, or initiate communication with you on behalf of a 3rd party, through your Indeed account or through other means made available through your contact information such as email, phone, or postal mail. If and to the extent permitted by applicable law, Indeed, or its designated third party partners, may also use your contact information to (i) send you job alerts; (ii) create an account; (iii) send you information about Indeed; and, (iv) if you are located in the USA, send you promotional material from some of Indeed’s partners. Indeed may use demographic and/or profile data to tailor your experience on Indeed’s site, show you content that Indeed thinks you may be interested in, and display content according to your preferences. Your personal information gets placed on the Indeed Website when you upload or edit a resume. To the extent you upload a resume or edit it, and subject to your Privacy Settings, you are making the resume, your name and other personal information that you place on your resume available to third parties who may be interested in you as an employee, search engines, or to the general public by posting your personal information on the internet. This may be crawled by, and displayed through, search engines when someone searches for your name. This means that third parties can view the personal information contained in your resume and you may receive unsolicited contact from parties unaffiliated with Indeed and for whom Indeed has no responsibility. If you do not want your personal information posted on the Website, you should not upload it. You may opt-out of this feature by editing your Privacy Settings; however, Indeed does not warrant how often third-party search engines will update their caches, which may contain old public resume information. Indeed reserves the right to charge third parties a fee for accessing your information as part of Indeed’s services. At your direction, Indeed may also send your resume to third parties if you choose to apply for a job listing.

4. Consent

Indeed offers any user the choice to utilize the Indeed website. If you create a resume on, upload your resume to or apply to a job through or otherwise use the Indeed website, you are specifically consenting to the use of any personal information you have provided to Indeed as set forth herein and in the Terms of Service.

5. Security

The Website has security measures in place to protect the loss, misuse and alteration of the information under Indeed’s control. Indeed uses SSL encryption, access control policies, anti-virus programs and firewalls to protect information under our control. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. In addition, please note that emails, messages sent via your web browser, and other similar means of communication with other users are not encrypted. We strongly advise you not to communicate any confidential information through these means. Therefore, while we strive to protect your information, we cannot guarantee its security.

6. Cookies

“Cookies” are small pieces of information that are stored by your browser on your computer’s hard drive. Please see our cookie policy for further information regarding Indeed’s use of Cookies.

7. Links

Indeed may create links to other web sites. When you click on links on Indeed you may leave our Website. We are not responsible for the privacy practices of other web sites, and we encourage you to read their privacy statements.

8. Amendments

Indeed may amend this Privacy Policy at any time. If Indeed is going to use personally identifiable information collected through Indeed’s site in a manner materially different from that stated at the time of collection Indeed will notify users via email and/or by posting a notice on Indeed’s Website for 30 days prior to such use or by other means as required by law.

9. Assignment

If there is a change of ownership or control in Indeed’s business (whether by merger, sale, or otherwise) or if there is an asset sale, the user information, including your personal information, could be disclosed as part of such a process and / or sold as part of that transaction and your personally identifying information potentially could be used by the purchaser. However, if that business materially changes this statement or the information-handling practices as described in this Privacy Policy, you will be notified by email and/or through a notice posted on the website, and you may opt-out of the use of your existing information in a new manner. This Privacy Policy inures to the benefit of any successors or assigns of Indeed or the assets of Indeed.

10. Safe Harbor for EU Residents

Indeed Inc. complies with the US-EU/Swiss Safe Harbor Framework as set forth by the US Department of Commerce regarding the collection, use, and retention of personal information from European Economic Area member countries and Switzerland. If you are located in the European Economic Area or Switzerland, Indeed Ireland is the data controller responsible for your information. Indeed Inc. receives data from Indeed Ireland as a data processor and has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view our certification page, please visit http://www.export.gov/safeharbor/ and see our General Safe Harbor Notice.

11. Accessing Personal Data for EU Residents

Residents of the European Economic Area and Switzerland have a right of access to their data. If you wish to access such data, please send a certified letter to the above address with a copy of your passport or national identity card (for identity verification purposes) and the same will be provided to you. There may be a charge for such a request (which will not be higher than applicable law permits). European Economic Area and Switzerland residents also have a right, if their personal data is inaccurate, of rectification, erasure or blocking of such inaccurate personal data. You may edit your resume free of charge (if there is an inaccuracy or otherwise), by following procedures set forth on the Indeed Website. If your personal data is inaccurate, you may alternatively request Indeed to rectify, erase or block the data by sending a certified letter, with a copy of your passport or national identity card (for identity verification purposes), to the above address with the exact nature of the requested action.

12. Do Not Track Requests

We do not respond to the browser “Do Not Track” (DNT) signal if enabled by the user in their web browser. When we set or read cookies on non-Indeed sites that have integrated our job search and display features, we do so in order to provide a personalized job search experience to users on those sites. We do not share any information about your use of Indeed with those third-parties. When third-parties that we have integrated into Indeed sites (as described in the Indeed Cookie Policy) set or read their own third-party cookies, they may or may not respond to the DNT signal.

Indeed Terms of Service

When you access or use Indeed’s online and/or mobile services, web sites, and software provided on or in connection with the services or web sites (collectively, the “Website”), (a) you represent that you have read and understand the Cookies Policy and Privacy Policy and (b) you conclude a legally binding agreement (“Agreement”) based on these Indeed Terms of Service with (1) Indeed Inc., 7501 N. Capital of Texas Hwy, Building B, Austin, TX 78731, USA if and when you are in the United States (“Indeed Inc.”), and (2) Indeed Ireland Operations Limited, First Floor, Block B, Riverside IV, Sir John Rogerson’s Quay, Dublin 2, Ireland if otherwise (“Indeed Ireland”). Any references to “Indeed” shall mean Indeed Inc. when you access or use the website from within the United States and otherwise “Indeed” shall refer to Indeed Ireland.

A. Indeed General Terms of Service

1. Job Content

The jobs contained in Indeed’s search results, or linked from those results, are created by people over whom Indeed exercises no control. You acknowledge and understand that we have no control for the content of the job listings or other information posted therein. Indeed’s job search results are indexed in an automated manner and Indeed does not screen these jobs. We cannot confirm that users or employers are who they claim to be. Indeed assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any job listing, information, or web site that is either included in Indeed’s search results or linked to by the Website.

The Website contains links to other sites on the Internet which are owned and operated by third party vendors and other third parties (the “External Sites”). You acknowledge that Indeed is not responsible for the availability of, or the materials located on or through any External Sites. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the materials located on such External Sites.

2. Use of Indeed

Indeed’s Website is for your personal, non-commercial use only. If you wish to make commercial use of the Website, you must enter into an agreement with Indeed to do so in advance. Please contact us for more information.

3. User Content

Some parts of the Website, such as message boards, job listings, and forums, may allow users to post text, information, images, audio, video, messages, and other materials, (any such materials a user submits, posts, displays, or otherwise makes available on the Website is referred to as “User Content”). Such functionality is designed to help readers obtain career and company information, facilitate communication, discuss ways to make career decisions, and to let users know of job opportunities. This User Content is provided by outside contributors, many of whom use anonymous screen names. They may occasionally post User Content, including messages or statements that are misleading, deceptive, or downright wrong. Indeed does not endorse and is not responsible for any opinion, advice, information, or statement contained in the User Content made or displayed on the Website by third parties. You acknowledge that by accessing the Website, you may come into contact with content that you find harmful, offensive, threatening, indecent or objectionable and you acknowledge that Indeed shall have no liability to you for the content including, but not limited to explicit language and other potentially offensive material.

Users of the Website must not post User Content or information that is unlawful, fraudulent, discriminatory, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable or that contains sexual, ethnic or racial or other discriminating slurs, or material which contains no relevant or constructive content, which goes beyond profanity into obscenity or abhorrence, or which is otherwise in violation of the law. Users are also prohibited from posting any User Content that contains proprietary information, trade secrets or confidential information. User Content may not contain any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or encourage or cause spamming or flooding.

You are prohibited from posting any User Content containing official identification information (whether your own or of another person) on the Website, such as social security number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such identification information may lead to identity theft and other adverse consequences. Indeed may remove such numbers but does not undertake any obligation to do so and undertakes no responsibility and disclaims all liability for posting of such numbers.

Although Indeed has no obligation to do so, Indeed may monitor messages posted on the Website and reserves the right to delete any User Content or portion thereof which violate the above rules, messages, topics that are unrelated to the specific portion of the Website on which they are posted, advertisements, recruiting or other commercial messages, and any other User Content that Indeed deems in its sole discretion is inappropriate. If you believe a message violates our policies, please contact Indeed immediately so that we can consider its editing or removal. Indeed does not promise to remove any User Content and interpretation of whether User Content violates any Indeed policy always remains within the sole discretion of Indeed. Indeed reserves the right to disclose all User Content and other relevant information and the circumstances surrounding their transmission to any third party in order to operate the Website properly; to protect itself, its partners and its visitors; and to comply with legal obligations or governmental requests. This means Indeed may honor court-mandated requests to reveal a user’s electronic address and identity.

Without limiting the generality of the foregoing, Indeed reserves the right (but are under no obligation) to remove any job listings that directly or indirectly discriminate against applicants. Direct discrimination means that a job listing specifically makes it clear that they only want applicants that match a certain criteria, thereby excluding others because of their gender, race, age or disability. Indirect discrimination means that a job listing implicitly excludes certain classes of applicants by making it impossible for them to qualify for the job requirements. You understand and agree that it is your responsibility to refrain from posting any job listings that contain direct or indirect discrimination.

Please note: Section 230 of the U.S. Communications Decency Act provides that:

(1) Treatment of publisher or speaker

No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.

(2) Civil liability

No provider or user of an interactive computer service shall be held liable on account of-

(A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or

(B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

4. Rights to Use Materials

To the maximum extent permitted by law, if you post content or submit material to Indeed, including photographs, you grant Indeed a nonexclusive, worldwide, perpetual, irrevocable (except as described herein), fully paid, royalty-free, sublicensable (through multiple layers of sub-licensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such content and materials for any purpose without restriction. Furthermore, you grant Indeed, its affiliates, and sublicensees the right to use your name and/or user name in connection with the content. When you apply for a job, through Indeed Apply, you are sending your resume and application information to Indeed, and asking Indeed to share that information with a third party. As an employer, when you respond to or contact a jobseeker who has used the Indeed Resume product, or Indeed Apply, you are sharing that information with Indeed and asking us to share it with the jobseeker. You represent and warrant that: (i) you own the content posted by you on or through the Website or otherwise have the right to grant the license set forth in this section, (ii) the posting and use of your content on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity, and (iii) the posting of your content on the Website does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, damages, and any other monies owed to any person or entity by reason of content you post on or through the Website. You agree to defend and indemnify Indeed and its affiliates from any claims resulting from any content or materials you provide hereunder. If you wish to revoke your license grant for any such content, please send a certified letter of request to the postal address listed above with a copy of your passport or national identity card (for identity verification purposes) and request removal of such content. Your certified letter of request must include (a) the signature of the applicable rights holder for such content or a person authorized to act on behalf of the rights holder; (b) identification of the content for which the license is to be revoked and information reasonably sufficient to allow Indeed to locate and remove the content on the Website; (c) your name, address, telephone number, and email address; (d) a statement that you have a good faith belief that you are the rights holder or authorized by the rights holder to revoke the license for the designated content; and (e) a statement that the information in the request is accurate, and under penalty of perjury, that you are the rights holder or are authorized to act on behalf of the rights holder with respect to such materials. There may be a charge for answering and executing such a request; please contact Indeed for more details.

At your discretion, you may provide feedback to Indeed concerning the functionality and performance of the Website from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your evaluation or otherwise, suggests any Feedback, you hereby grant Indeed a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple layers of sublicensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such Feedback and materials for any purpose without restriction. You agree that Indeed may disclose that Feedback to any third party in any manner and you agree that Indeed has the ability to sublicense all Feedback in any form to any third party without restriction. By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Indeed under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your Feedback, Indeed does not waive any rights to use similar or related ideas previously known to Indeed, or developed by its employees, or obtained from sources other than you.

5. Website Rules

You agree not to access (or attempt to access) the Website by any means other than through the interface that is provided by Indeed, unless you have been specifically allowed to do so in a separate agreement with Indeed. You agree that you will not engage in any activity that interferes with or disrupts the Website (or the servers and networks which are connected to the Website). Unless you have been specifically permitted to do so in a separate agreement with Indeed, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Website for any purpose. You agree that you are solely responsible for (and that Indeed has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which Indeed may suffer) of any such breach.

You agree you shall not transmit to Indeed or upload as part of the Website any Harmful Code or use or misappropriate the data on the Website for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission. Without limiting the foregoing and by way of example only, users may not:

  • Generate or facilitate unsolicited commercial email (“spam”). Such activity includes, but is not limited to
    • sending messages in violation of the USA CAN-SPAM Act or any other applicable anti-spam law
    • imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam
    • data mining any Indeed property to find contact information
    • sending messages to users who have asked not to be contacted
    • selling, exchanging or distributing to a third party the contact information of any person without such person’s knowing and continued consent to such disclosure
  • Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content
  • Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature
  • Conduct or forward pyramid schemes and the like
  • Transmit content that may be harmful to minors
  • Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email
  • Illegally transmit another’s intellectual property or other proprietary information without such owner’s or licensor’s permission
  • Use the Website to violate the legal rights (such as rights of privacy and publicity) of others
  • Promote or encourage illegal activity
  • Interfere with other Indeed users’ enjoyment of the Website
  • Create multiple user accounts in connection with any violation of the Agreement or create user accounts by automated means or under false or fraudulent pretenses
  • Sell, trade, resell or otherwise exploit for any unauthorized commercial purpose or transfer any Indeed account
  • Modify, adapt, translate, or reverse engineer any portion of the Website
  • Remove any copyright, trademark or other proprietary rights notices contained in or on the Website
  • Reformat or frame any portion of the web pages that are part of the Website without Indeed’s explicit permission
  • Contact other Indeed users about multi-level marketing (MLM) programs, jobs that require payment to start, and any topics Indeed considers detrimental to its users
  • Create multiple Indeed accounts without permission
  • Bypass any limitations or suspensions of functionality
  • Provide false information in the course of using the Website

Indeed reserves the right to use the content of messages or material sent through or to the Website or Indeed to prevent potentially illegal activities and activities that are detrimental to other users. Indeed reserves the right to use a variety of methods to detect and address anomalous activity and screen content to prevent abuse such as spam. These efforts may on occasion result in a temporary or permanent suspension or termination of some functions for some users.

6. Registration – Email Address Provision

Some areas of the Website require you to register or provide an email address. If you register, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (including your email address) and (b) be responsible for the confidentiality and use of your username and password and not transfer or resell your use of or access to the Website to any third party. Indeed is not responsible and disclaims all liability if your email is used improperly and falsely by a third party.

We reserve the right at all times (but will not have an obligation) to terminate users, reclaim usernames or URLs.

7. Change In Service and Terms

Indeed may modify or terminate the Website from time to time, for any reason, and without notice. Indeed reserves the right to modify this Agreement from time to time without notice so check back often to review this Agreement.

8. Disclaimer of Warranties

Indeed disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the Indeed results or posted on the Website by Indeed or third parties. Indeed disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. Indeed disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Website or on other sites on the Internet accessed through the Website. Under no circumstances shall Indeed be liable to you or any user on account of that user’s use or misuse of or reliance on the Indeed Website.

THE WEBSITE, AND ALL MATERIALS, INFORMATION, USER CONTENT, PRODUCTS AND SERVICES INCLUDED IN THE WEBSITE ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. INDEED AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. INDEED AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE INDEED SERVICES. INDEED AND ITS LICENSORS DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE WEBSITE. INDEED AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED BY INDEED.

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE WEBSITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

9. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL INDEED OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE WEBSITE, ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF INDEED OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE WEBSITE, FROM RELIANCE OR DAMAGE CAUSED BY INFORMATION POSTED ON THE WEBSITE, FROM INABILITY TO USE THE WEBSITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE WEBSITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

Without limiting the foregoing, under no circumstances shall Indeed or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

10. Claims of Infringement

U.S. Copyright Infringement.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Indeed infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information as required by 17 USC. § 512(c)(3)(A): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Indeed to locate the material on the site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Indeed a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Website should be sent to Indeed Copyright Notice, 7501 N. Capital of Texas Hwy, Building B, Austin, TX 78731, USA (copyright @ indeed.com) (remove spaces when sending email). We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Other Claims of Infringement.

For claims of infringement that do not involve US copyrights, please contact us via our Website contact form.

11. Governing Law and Dispute Resolution

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in the federal or state courts located in Travis County, Texas. Each of the Parties hereby consent to the exclusive personal jurisdiction of the federal or state courts located in Travis County, Texas, USA.

12. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Indeed. This Agreement, together with any amendments and any additional agreements you may enter into with Indeed in connection with the Website, shall constitute the entire agreement between you and Indeed concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

By using the Website, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. The materials on the Website are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Indeed’s proprietary rights in them.

You understand and acknowledge that Indeed or its licensors owns all right title and interest to the Website and all proprietary rights associated therewith. Indeed reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the materials accessed through the Website other than your content. Any use of materials or descriptions; any derivative use of the Website or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Website or any materials contained therein.

Change of Address: If you change your billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be under contract with the same Indeed party for the remainder of the month in which you made the change. At the next month, your contract will be with the Indeed party identified in the first paragraph of this Agreement.

Any notices to Indeed must be sent to the applicable Indeed entity identified in the first paragraph of this Agreement via certified first class or air mail or overnight courier, are deemed given upon receipt, and must reference the Program that is the subject of the notice ( i.e., Indeed Resume Program, Indeed Ads Program, or Indeed Publisher Program). Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in your Indeed Ads interface).

You may not assign or delegate any of your rights or obligations hereunder without Indeed’s prior written consent and any such attempt is void. Indeed may freely assign or delegate its rights and obligations hereunder without notice to you. Indeed and you and Indeed Partners are not legal partners or agents, but are independent contractors.

USE OF SERVICES BY MINORS

The Services are not directed to individuals under the age of eighteen (18), and we request that these individuals do not provide Personal Information through the Services.

B. Indeed Resume Program Terms

These Indeed Resume Program Terms (“Agreement”) are entered into by you and (1) Indeed Inc., 7501 N. Capital of Texas Hwy, Building B, Austin, TX 78731, USA if and when you are in the United States (“Indeed Inc.”), and (2) Indeed Ireland Operations Limited, First Floor, Block B, Riverside IV, Sir John Rogerson’s Quay, Dublin 2, Ireland if otherwise (“Indeed Ireland”). Any references to “Indeed” shall mean Indeed Inc. when you access or use the website from within the United States and otherwise “Indeed” shall refer to Indeed Ireland. “You” means the party listed on the account you create and you represent you have the authority to agree to this Agreement for yourself and/or that party. You represent and warrant that you are authorized to act on behalf of yourself and/or any party for which you utilize the Indeed Resume Program. You hereby agree and acknowledge:

1. The Program

Use of the Indeed Resume Program (“Program”) on or through online and/or mobile services, web sites, and software provided on or in connection with the services or web sites (collectively, the “Website”) is subject to all applicable Indeed terms and policies, which may be modified at any time. You shall not use any information obtained from the Website except for internal use in selecting and contacting prospective job candidates.

IMPORTANT NOTICE : YOU EXPRESSLY AGREE THAT: in purchasing access to the Program, you agree that you are paying Indeed the amount indicated so that Indeed will send an email message indicating your interest to the email address that the relevant resume submitter has provided to Indeed. Indeed does not guarantee that the email address is still in use, that the email is received, that the email is read, that the email is acted upon by any potential candidate or that the candidate’s resume is valid in all respects.

2. Cancellation

You may not cancel an order for Indeed to send an email to the email address provided to Indeed.

3. Your Information

You represent and warrant that all information you provide to Indeed is correct and current. You represent to Indeed that you are an employer interested in considering the person on the relevant resume as a potential employee.

4. Disclaimer and Limitation of Liability

INDEED EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE EMAIL ADDRESS THAT HAS BEEN PROVIDED TO INDEED IS VALID, THAT THE EMAIL SENT BY INDEED AT YOUR REQUEST WILL REACH THE INTENDED RECIPIENT, THAT THE INTENDED RECIPIENT OF THE EMAIL SENT BY INDEED AT YOUR REQUEST WILL READ THE EMAIL, THAT THE INTENDED RECIPIENT OF YOUR REQUEST WILL ACT UPON THE EMAIL. INDEED EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE.

EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND YOUR BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO INDEED BY YOU FOR THE INDEED RESUME SERVICE GIVING RISE TO THE CLAIM.

5. Payment

You shall be charged if, and as, indicated by the Website. If you are located outside of the United States, you may pay any charges in the following currencies, which you choose when creating an account: US Dollars, Euro, UK Pounds, Canada Dollars, Australian Dollars, Swiss Francs, or Japanese Yen. You shall pay additionally for any taxes that may apply in addition to charges quoted by Indeed, at the time of purchase or at a later date. You are responsible for paying (y) all taxes and government charges, and (z) reasonable expenses and attorney fees Indeed incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the charge. You agree that you will not cancel credit card charges via arrangements with your credit card issuer. Refunds (if any) are at the sole discretion of Indeed and only in the form of credit for Indeed services. You acknowledge and agree that any credit card and related billing and payment information that you provide to Indeed may be shared by Indeed with companies who work on Indeed’s or your behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Indeed and servicing your account. Indeed may also provide such information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Indeed shall not be liable for any use or disclosure of such information by such third parties. The price indicated for Brazil is a net remittance to Indeed Ireland net of withholding income tax (IRRF) and net of service withholding tax (ISS). All withholding tax remittances to the government are Your sole responsibility and Indeed shall have no liability whatsoever therefor.

6. Indemnification

You shall indemnify and defend Indeed, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of any contact you have with the intended email recipient.

7. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Indeed. This Agreement, together with any amendments and any additional agreements you may enter into with Indeed in connection with the Website, shall constitute the entire agreement between you and Indeed concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

By using the Website, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. The materials on the Website are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Indeed’s proprietary rights in them.

You understand and acknowledge that Indeed or its licensors owns all right title and interest to the Website and all proprietary rights associated therewith. Indeed reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the materials accessed through the Website other than your content. Any use of materials or descriptions; any derivative use of the Website or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Website or any materials contained therein.

Change of Address: If you change your billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be under contract with the same Indeed party for the remainder of the month in which you made the change. At the next month, your contract will be with the Indeed party identified in the first paragraph of this Agreement.

Any notices to Indeed must be sent to the applicable Indeed entity identified in the first paragraph of this Agreement via certified first class or air mail or overnight courier, are deemed given upon receipt, and must reference the Program that is the subject of the notice ( i.e., Indeed Resume Program, Indeed Ads Program, or Indeed Publisher Program). Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in your Indeed Ads interface).

You may not assign or delegate any of your rights or obligations hereunder without Indeed’s prior written consent and any such attempt is void. Indeed may freely assign or delegate its rights and obligations hereunder without notice to you. Indeed and you and Indeed Partners are not legal partners or agents, but are independent contractors.

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in the federal or state courts located in Travis County, Texas. Each of the Parties hereby consents to the exclusive personal jurisdiction of the federal or state courts located in Travis County, Texas, USA.

C. Indeed Ads Program Terms

These Indeed Ads Program Terms (“Agreement”) are entered into by you and (1) Indeed Inc., 7501 N. Capital of Texas Hwy, Building B, Austin, TX 78731, USA if and when you are in the United States (“Indeed Inc.”), and (2) Indeed Ireland Operations Limited, First Floor, Block B, Riverside IV, Sir John Rogerson’s Quay, Dublin 2, Ireland if otherwise (“Indeed Ireland”). Any references to “Indeed” shall mean Indeed Inc. when you access or use the website from within the United States and otherwise “Indeed” shall refer to Indeed Ireland. “You” means the party listed on the account you create and you represent you have the authority to agree to this Agreement for that party. You represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, any third party for which you generate Keyword Ads or Sponsored Job Ads. You hereby agree and acknowledge:

1. The Program

Use of the Indeed Ads Program (“Program”) on or through online and/or mobile services, web sites, and software provided on or in connection with the services or web sites (collectively, the “Website”) is subject to all applicable Indeed terms and policies, including without limitation the Indeed Privacy Policy (http://ie.indeed.com/legal#privacy). Indeed policies may be modified at any time. In purchasing Keyword Ads or Sponsored Job Ads (“Sponsored Ads”), you are solely responsible for all: (a) keywords, ad, and job targeting options (collectively “Targets”) and all ad or job content and target URLs (” Creative”), whether generated by or for you; and (b) websites proximately reachable from Creative URLs and your services and products (collectively “Services”). You shall protect your passwords and take full responsibility for your own, and third party, use of your accounts. Sponsored Ads may be placed on (y) any content or property provided by Indeed (” Indeed Property”), and (z) any other content or property provided by a third party (“Partner”) upon which Indeed places Sponsored Ads or provides job search results (“Partner Property”). Indeed or Partners may modify, reject or remove any Sponsored Ad for any or no reason. You shall direct only to Indeed communications regarding Sponsored Ads on Partner Properties.

2. Cancellation

Unless otherwise stated in an Insertion Order or other agreement to advertise with Indeed, you may independently cancel online any advertisement at any time (such cancellation is generally effective within 24 hours). Indeed may immediately cancel the Program or this Agreement at any time with notice. Indeed may modify the Program or this Agreement at any time without liability and your use of the Program after notice that this Agreement has changed indicates acceptance of the updated Agreement. Sections 1, 3, 4, 5, 6, 7 and 8 will survive any expiration or termination of this Agreement.

3. Prohibited Uses

You shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions or clicks; or (b) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where your advertisement is displayed. You represent and warrant that (x) all your information is correct and current; (y) you hold and grant Indeed and Partners all rights to copy, distribute and display Creative and Targets (“Use”); and (z) such Use and websites linked from your Sponsored Ads (including services or products therein) will not violate or encourage violation of any applicable laws. Violation of these policies may result in immediate termination of this Agreement or your account without notice and may subject you to legal penalties and consequences.

4. Disclaimer and Limitation of Liability

WITH RESPECT TO THE PROGRAM AND YOUR USE THEREOF, INDEED DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. Indeed disclaims all guarantees regarding positioning or the levels or timing of: (i) costs per click, (ii) click through rates, (iii) delivery of any impressions on any Partner Property or Indeed Property or sections of such properties, (iv) clicks or (v) conversions for any Creative or Targets. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND YOUR BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO INDEED BY YOU FOR THE SPONSORED ADS GIVING RISE TO THE CLAIM.

5. Payment

You shall be charged based on actual clicks or other billing methods you may choose online. If you are located in the United States, you shall pay all charges in US dollars. If you are located outside of the United States, you may pay all charges in the following currencies, which you choose when creating an account: US Dollars, Euro, UK Pounds, Canada Dollars, Australian Dollars, Swiss Francs, or Japanese Yen. Charges are exclusive of taxes, including VAT. You will be charged VAT as applicable and appropriate. You are responsible for paying (y) all taxes and government charges, and (z) reasonable expenses and attorney fees Indeed incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Indeed’s click measurements. Indeed’s determination of click count shall be binding. Refunds (if any) are at the absolute discretion of Indeed and only in the form of advertising credit for Indeed Properties. You acknowledge and agree that any credit card and related billing and payment information that you provide to Indeed may be shared by Indeed with companies who work on Indeed’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Indeed and servicing your account. Indeed may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Indeed shall not be liable for any use or disclosure of such information by such third parties. The price indicated for Brazil is a net remittance to Indeed Ireland net of withholding income tax (IRRF) and net of service withholding tax (ISS). All withholding tax remittances to the government are Your sole responsibility and Indeed shall have no liability whatsoever therefor.

6. Indemnification

You shall indemnify and defend Indeed, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Program use, Targets, Creative, Website, and Services and breach of the Agreement.

7. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Indeed. This Agreement, together with any amendments and any additional agreements you may enter into with Indeed in connection with the Website, shall constitute the entire agreement between you and Indeed concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

By using the Website, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. The materials on the Website are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Indeed’s proprietary rights in them.

You understand and acknowledge that Indeed or its licensors owns all right title and interest to the Website and all proprietary rights associated therewith. Indeed reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the materials accessed through the Website other than your content. Any use of materials or descriptions; any derivative use of the Website or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Website or any materials contained therein.

Change of Address: If you change your billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be under contract with the same Indeed party for the remainder of the month in which you made the change. At the next month, your contract will be with the Indeed party identified in the first paragraph of this Agreement.

Any notices to Indeed must be sent to the applicable Indeed entity identified in the first paragraph of this Agreement via certified first class or air mail or overnight courier, are deemed given upon receipt, and must reference the Program that is the subject of the notice ( i.e., Indeed Resume Program, Indeed Ads Program, or Indeed Publisher Program). Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in your Indeed Ads interface).

You may not assign or delegate any of your rights or obligations hereunder without Indeed’s prior written consent and any such attempt is void. Indeed may freely assign or delegate its rights and obligations hereunder without notice to you. Indeed and you and Indeed Partners are not legal partners or agents, but are independent contractors.

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in the federal or state courts located in Travis County, Texas. Each of the Parties hereby consent to the exclusive personal jurisdiction of the federal or state courts located in Travis County, Texas, USA.

D. Indeed Publisher Program Terms

This agreement between You (“Publisher”) and Indeed Inc., 7501 N. Capital of Texas Hwy, Building B, Austin, TX 78731, USA, sets out the terms and conditions (“Agreement”) applicable to your participation in the Indeed Publisher Program (the “Program”) and, along with Indeed Terms of Service, use of or access to Indeed’s online and/or mobile services, web sites, and software provided on or in connection with the services or web sites (collectively, the “Website”). Any references to “Indeed” shall mean Indeed Inc. The Program, as generally offered by Indeed, is described on https://ads.indeed.com/jobroll or such other URL as Indeed may provide from time to time. “You” or “Publisher” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by this Agreement.

Indeed shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Program or any part thereof. Publishers are ineligible to participate if their web properties do not conform with the terms of the Indeed Affiliate Acceptable Use Policy, located online at AAUP (the ‘AAUP’). In order to participate as a publisher in the Program, all participants must be at least eighteen years of age. Applicants represent and warrant that all information submitted to Indeed shall be true, accurate and complete.

1. Publisher Obligations

Any job search results, JobrollTM, Job Search Box, pay-per-click advertisements, links, insertion code, and any Indeed logos or other elements supplied by Indeed for use on Affiliates’ websites or websites co-branded by Indeed and Affiliate (collectively, “Program Elements”) may only appear on URLs that Indeed has reviewed and accepted for participation (“Accepted URLs”). Publisher shall advise Indeed of any changes in the type of content accessible at any such accepted URL. Publisher agrees to comply with the specifications provided by Indeed from time to time to enable proper delivery, display, tracking and reporting of Program Elements.

Publisher shall label each displayed Program Element with the phrase “Jobs by Indeed” at least 116 X 23 pixels in size, wherein the word “Jobs” shall be hyperlinked to http://www.indeed.com or other Indeed website as agreed with Indeed and the word “Indeed” shall be the Indeed Logo Image and shall also be hyperlinked to http://www.indeed.com or other Indeed website as agreed by Indeed. The Indeed Logo Image can be found at: http://www.indeed.com/p/jobsearch.gif.

Publisher agrees to abide by all terms of the AAUP. Indeed reserves the right in its sole discretion to suspend Publisher’s participation in the Program if it suspects any violations of the AAUP. Publisher hereby agrees to defend, indemnify and hold Indeed harmless from and against any claims, demands, liabilities, expenses, losses, damages and attorney fees arising from or relating to a violation or purported violation by Publisher of the AAUP. The foregoing shall be in addition to, and not in lieu of, any other remedies that Indeed may have as a result of a violation of the AAUP by Publisher.

Publisher hereby grants Indeed permission to refer to Publisher and its websites in Indeed’s marketing materials.

2. Payments to Publisher

Publisher shall receive a commission payment with respect to valid clicks received (as determined solely by Indeed) in relation to Program Elements displayed on Accepted URLs, in each case, the amount as solely determined by Indeed for its participants in the Program in its sole discretion. Publisher shall not be compensated for any transactions generated by Publisher or any party acting on Publisher’s behalf. In addition, Indeed shall not be obligated to pay for any artificial and/or fraudulent impressions or clicks as determined by Indeed or if Publisher is in breach of this Agreement. In addition and not in limitation to the above, Publisher shall refund the share of that revenue paid to Publisher, if caused by artificial or fraudulent impressions. This agreement may not be amended, except in writing, in a separate document specifically referencing these terms, and signed by representatives of both parties. Email exchanges shall not amend this Agreement. No dashboard or any other view of any click count shall be considered as contractually binding on Indeed.

3. Qualifying Links

Publisher may earn a commission, as determined by Indeed in its sole discretion, if Publisher refers a Qualified User (as defined below) to the Indeed Website via a Qualifying Link (as defined below) and if such Qualified User has accessed the Indeed Website and purchased a qualifying product or service (“Qualifying Purchase”) during a Session (as defined below). Not all services or products will be eligible as a Qualifying Purchase under the Program, and Qualifying Purchases are determined in Indeed’s sole discretion. Indeed is under no obligation to pay any particular amount for any referral and it is in Indeed’s absolute discretion to determine for how long a period of time it shall pay this commission after the date the Qualified User initially arrives at Indeed via a Qualifying Link from the Publisher’s Publisher Property (“Initial Contact’). No payments under this program shall be any indication of future payments under this program.

A “Qualifying Link” is a link directing a Qualified User from Publisher’s website or online property (“Publisher Property”) to Indeed using a Program Element provided by Indeed for use with the Program. A “Session” is the period of time beginning when a Qualified User initially arrives at Indeed via a Qualifying Link from the Publisher’s Publisher Property (“Initial Contact”), and ending at Indeed’s absolute discretion. For avoidance of doubt, Publisher acknowledges that a Session will not commence unless cookies are enabled on the Customer’s device or computer in a manner that enables Indeed to fully attribute actions of Qualified User to Publisher’s Qualifying Link. A “Qualified User” is a user who has not previously registered with Indeed, has not been previously “cookied” by Indeed and has not previously visited the Indeed Website, all as determined by Indeed in its sole and absolute discretion.

The parties acknowledge and agree that Indeed shall have the sole right and responsibility for processing all orders made by Qualified Users. Publisher acknowledges that all agreements relating to sales to Qualified Users shall be between Indeed and the Qualified User.

The determination as to whether a sale is made via a Qualifying Link, and whether a commission is payable, will be made by Indeed in its sole and absolute discretion and is final and binding on Publisher. Prices for the Qualifying Purchases will be set solely by Indeed in its sole and absolute discretion.

Publisher shall not be entitled to commissions and shall reverse any commissions already paid if Publisher is in breach of this Agreement or has engaged in any fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups.

4. Terms of Payment

Indeed shall pay Publisher within 30 days of the end of each calendar quarter; provided the amount owing to Publisher is at least one hundred US dollars ($100). If the amount owing to Publisher is less than $100, the balance will carry over to subsequent calendar quarters until such time that the quarter-end balance is at least one hundred US dollars ($100). Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher Account.

Indeed may withhold any and all payment if Publisher is in breach of this Agreement and Indeed shall have no further liability to Publisher.

5. Termination

Either party may terminate this Agreement and participation in the Program at any time by sending a notice by email to support-at-indeed dot com or other email address specified by Indeed in the case of Indeed, and to the email address specified in Publisher’s profile in the Program in the case of Publisher.

Upon termination of a publisher from the Program, for any reason and by either party, Publisher shall immediately remove all insertion codes and other Program Elements from all pages of its websites.

6. Confidentiality

Publisher shall not disclose Indeed Confidential Information without Indeed’s prior written consent. “Indeed Confidential Information” includes without limitation: (a) all Indeed software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other performance statistics relating to the Program provided to Publisher by Indeed; and (c) any other information designated in writing by Indeed as “Confidential” or an equivalent designation.

7. Disclaimer and Limitation of Liability

INDEED’S PROVISION OF THE PROGRAM AND PROGRAM ELEMENTS (THE ‘SERVICE’) AND THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. INDEED EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INDEED MAKES NO WARRANTY THAT (i) THE SERVICE OR WEBSITE WILL MEET PUBLISHER’S REQUIREMENTS; (ii) THE SERVICE OR ACCESS TO WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR WEBSITE WILL BE ACCURATE OR RELIABLE; AND (iv) ANY ERRORS IN THE SERVICE OR WEBSITE WILL BE CORRECTED.

INDEED SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES INCURRED BY PUBLISHER FROM PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN NO EVENT SHALL INDEED’S AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES THEN DUE TO PUBLISHER AS DETERMINED PURSUANT TO THIS AGREEMENT.

8. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the Indeed Publisher Program Terms and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Indeed. This Agreement, together with any amendments and any additional agreements you may enter into with Indeed in connection with the Website, shall constitute the entire agreement between you and Indeed concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. This Agreement may not be amended, except in writing, in a separate document specifically referencing these terms, and signed by representatives of both parties. Email exchanges shall not amend this Agreement.

By using the Website, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. The materials on the Website are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Indeed’s proprietary rights in them.

You understand and acknowledge that Indeed or its licensors owns all right title and interest to the Website and all proprietary rights associated therewith. Indeed reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the materials accessed through the Website other than your content. Any use of materials or descriptions; any derivative use of the Website or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Website or any materials contained therein.

Change of Address: If you change your billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be under contract with the same Indeed party for the remainder of the month in which you made the change. At the next month, your contract will be with the Indeed party identified in the first paragraph of this Agreement.

Any notices to Indeed must be sent to the applicable Indeed entity identified in the first paragraph of this Agreement via certified first class or air mail or overnight courier, are deemed given upon receipt, and must reference the Program that is the subject of the notice ( i.e., Indeed Resume Program, Indeed Ads Program, or Indeed Publisher Program). Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in your Indeed Ads interface).

You may not assign or delegate any of your rights or obligations hereunder without Indeed’s prior written consent and any such attempt is void. Indeed may freely assign or delegate its rights and obligations hereunder without notice to you. Indeed and you and Indeed Partners are not legal partners or agents, but are independent contractors.

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in the federal or state courts located in Travis County, Texas. Each of the Parties hereby consent to the exclusive personal jurisdiction of the federal or state courts located in Travis County, Texas, USA.

Indeed Smart Recruit

TERMS AND CONDITIONS

These Terms and Conditions set forth the terms and conditions under which Indeed will provide access to the Indeed Smart Recruit Software and services to Customer. The Agreement sets forth the terms and conditions under which Customer may Use (as defined herein) Indeed’s Smart Recruit Software indicated in the Agreement (“Software”). Any references to “Indeed” shall mean Indeed Inc. when your business address is within the United States and otherwise “Indeed” shall refer to Indeed Ireland.

1. LICENSE GRANT AND RIGHT OF USE

1.1. License Grant. Subject to all limitations and restrictions contained herein, Indeed grants Customer a subscription, software as a service (SaaS), nonexclusive and nontransferable right to use the Software as hosted by Indeed as described herein (“Use”).

1.2. Use. Customer shall not allow any website, that is not fully owned by Customer, to frame, syndicate, distribute, replicate, or copy any portion of Customer’s web site that provides direct or indirect access to the Software. Indeed will treat all private information received on the Software in accordance with the Indeed Cookie Policy, Privacy Policy and General Terms, as amended from time to time.

1.3. Customer Obligations. Customer hereby covenant and agrees that:

    1.3.1. Customer shall be responsible for providing to Indeed content for Customer’s website, including, without limitation, trademarks or service marks, images, photographs, illustrations, graphics, audio clips, video clips, and text.

    1.3.2. Customer is responsible for maintaining the security credentials of its accounts, and Customer is fully responsible for all activities that occur under the accounts assigned to Customer and any other actions taken in connection with its accounts.

    1.3.3. Customer, its employees and its contractors shall comply with all applicable laws.

    1.3.4. Customer shall immediately notify Indeed of any unauthorized uses of its accounts or any other breaches of security. Indeed shall not be liable for any acts or omissions by the Customer, including any damages of any kind incurred as a result of such acts or omissions.

1.4. Additional Restrictions. In no event shall Customer disassemble, decompile, or reverse engineer the Software or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Software’s operation and creating the original source code or any approximation thereof by, for example, studying the Software’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Software that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information subject to the requirements of this Agreement. Customer may use Indeed’s Confidential Information solely in connection with the Software and pursuant to the terms of this Agreement. Customer shall not permit any third parties to access the Software.

2. TAXES

2.1. Taxes. The license, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse Indeed and hold Indeed harmless for all sales, use, VAT, excise, property or other taxes or levies which Indeed is required to collect or remit to applicable tax authorities. This provision does not apply to Indeed’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Indeed with a valid tax exemption certificate.

3. MAINTENANCE AND SUPPORT SERVICES

3.1. Maintenance. Indeed shall use commercially reasonable efforts to provide corrections to reported problems that (i) prevent the Software from conforming in material respects to its specifications, and (ii) are replicated and diagnosed by Indeed as defects in the Software (“Maintenance and Support Services”). Indeed shall use commercially reasonable efforts to begin working on a resolution to Customer’s written notice of reported problems within fourteen (14) days, provided corrections shall be prioritized in Indeed reasonable discretion. A response is not a guaranty of a solution to the reported problem; however Indeed will keep Customer apprised of the resolution closure. Additional features and functions are not included as part of the maintenance and support services.

3.2. Telephone Support. Indeed will provide limited technical support to Customer for the Software to Customer’s resources (but not Customer’s end users) to support use of the Software through Indeed’s call center which is available Monday through Friday from 9:00 A.M. to 5:00 P.M. EST.

3.3. Service Availability. Indeed’s goal is to provide Software Availability twenty-four hours per day, seven (7) days per week (referred to as “24x7 Availability”) EXCEPT during times of scheduled updates. However, the parties recognize that 24x7 Availability is only a goal. Indeed cannot guarantee that such goal can be achieved. These response time goals apply only to public production servers (i.e. web servers, application servers, and database servers). Indeed shall use reasonable efforts to achieve 99% Software Availability in North America. The Software Availability goal exclude any time Customer requests the site be taken down for scheduled updates. Indeed does not and cannot control the flow of data to or from Indeed’s network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. Customer acknowledges and agrees that from time to time the Software may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Indeed may undertake from time to time; and (iii) causes beyond the control of Indeed or that are not reasonably foreseeable by Indeed, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. At times, actions or inactions of such third parties can impair or disrupt Customer’s connections to the Internet (or portions thereof). Although Indeed will use reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Indeed cannot guarantee that such events will not occur. Accordingly, Indeed disclaims any and all liability resulting from or related to such events.

3.4. Exclusions. Indeed shall not be obligated to provide Maintenance and Support Services for any software other than the generally available Software delivered to Customer pursuant to this Agreement (collectively the “Unsupported Code”). Any Indeed support services related to Unsupported Code shall be subject to execution of a mutually agreed upon agreement.

3.5. Third Parties. Indeed shall have the right to use third parties, including employees of Indeed’s affiliates and subsidiaries (“Subcontractors”) in performance of its obligations and services hereunder and, for purposes of this Section, all references to Indeed or its employees shall be deemed to include such Subcontractors.

4. OWNERSHIP

4.1. Reservation of Rights. By signing the Agreement, Customer irrevocably acknowledges that, subject to the licenses granted herein, Customer has no ownership interest in the Software, or Indeed materials provided to Customer. Indeed shall own all right, title, and interest in such Software and Indeed materials, subject to any limitations associated with intellectual property rights of third parties. Indeed reserves all rights not specifically granted herein.

5. CONFIDENTIALITY

5.1. Definition. “Confidential Information” includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.

5.2. Confidentiality of Software. All Confidential Information in tangible form shall be marked as “Confidential” or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed Indeed Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by Indeed; (ii) the oral and visual information relating to the Software; and the terms and conditions of this Agreement.

5.3. Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.

5.4. Ownership of Confidential Information. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Software or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the Indeed Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.

5.5. Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party’s Confidential Information only to those employees or Subcontractors who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.

5.6. Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.

5.7. Suggestions/Improvements to Software. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Software or other Indeed materials provided to Customer shall be owned by Indeed, and Customer hereby agrees to assign any such rights to Indeed. Nothing in this Agreement shall preclude Indeed from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Indeed in the performance of services hereunder.

5.8. Data Usage. Indeed has the right to use the data provided by Customer or its applicants or otherwise derived from such data, as provided in the Indeed Cookie Policy, Privacy Policy and General Terms, each as amended from time to time, and further Indeed may disclose the same in aggregat.

6. WARRANTY

6.1. Authorized Representative. Customer and Indeed warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.

6.2. Customer Warranty. Customer hereby represents and warrants.

    6.2.1. By making use of the Software, posting material to the Software, posting links to the Software, or otherwise making (or allow any third party to make) material available by means of the Software (any such material, “Content”), the Customer is entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, a video file, a data feed, or any other content type.

    6.2.2. The downloading, copying and use of the Content shall not infringe the privacy rights or proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party.

    6.2.3. The Customer has fully complied with any third-party licenses relating to the Content, and has done all things necessary to successfully pass through to end users any required terms.

    6.2.4. The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content.

    6.2.5. The Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing).

    6.2.6. the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, does not promote illegal activity, and does not violate the privacy or publicity rights of any third party.

    6.2.7. the Indeed recruitment marketing platform provided through the Software will not be advertised via unsolicited electronic messages such as spam links on newsgroups, email lists, blogs and websites, and similar unsolicited promotional methods.

    6.2.8. the Indeed recruitment marketing platform provided through the Software is not named in a manner that misleads its users or visitors into thinking that the Customer is another person or company, which it does not have permission to represent.

    6.2.9. By submitting Content for inclusion in its recruitment marketing platform, the Customer grants Indeed a worldwide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content for the purpose of displaying, distributing and promoting same recruitment marketing platform. If the Customer deletes Content, Indeed shall use reasonable efforts to remove it from the Software, but the Customer acknowledges that caching or references to the Content may not be made immediately unavailable. The Customer retains all ownership and copyright to its Content.

6.3. Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Software or maintenance, or other services provided hereunder. Customer acknowledges and agrees that Indeed has no control of availability of the Software on a continuous or uninterrupted basis. In no event shall Indeed be liable to Customer under contract or tort or under any other theory in the event of Software being inaccessible or inoperable for any reason whatsoever. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND INDEED MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

6.4. No Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under this Agreement are VOID if Customer has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of Indeed.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

7.1. Liability Cap. IN NO EVENT SHALL INDEED BE LIABLE TO CUSTOMER FOR ANY AMOUNT GREATER THAN THE COMPENSATION PAID BY CUSTOMER TO INDEED UNDER THE AGREEMENT IN THE SIX (6) MONTH PERIOD PRIOR TO THE CLAIM THAT GAVE RISE TO THE DAMAGES (“CAP”) AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. CUSTOMER’S SOLE REMEDY IN CONNECTION WITH INDEED’S BREACH OF THIS AGREEMENT SHALL BE THE NUMBER OF CLICKS EQUIVALENT TO THE CASH VALUE OF THE CAP

7.2. Disclaimer of Damages. IN NO EVENT SHALL INDEED BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. CUSTOMER MAY NOT ASSERT ANY CLAIM AGAINST INDEED RELATED TO THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER SUCH CLAIM ACCRUED.

7.3. Indemnification. Customer shall defend, indemnify and hold Indeed and its affiliates and their employees, officers, members, and agents harmless, from and against any and all losses, damages, liabilities, claims, demands, suits, expenses and any other out-of-pocket costs (including reasonable attorneys’ fees and expenses) which Indeed may incur or be liable for arising out of any claim, suit or proceeding made or brought against Indeed based upon, arising out of, or relating to (i) Customer’s breach of any representation or warranty contained herein; (ii) Customer’s job postings or other content provided through the Software; or (iii) Customer’s use of the Software.

8. TERM AND TERMINATION

8.1. Termination by Indeed. This Agreement and any license created hereunder may be terminated by Indeed (i) if Customer fails to make any payments due hereunder within five (5) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern.

8.2. Termination by Customer. This Agreement may be terminated by Customer on thirty (30) days written notice to Indeed if Indeed fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from Indeed’s receipt of Customer’s notice or a longer period if Indeed is working diligently towards a cure.

8.3. Termination. Upon termination of this Agreement, Customer shall no longer access the Software and Customer shall not circumvent any security mechanisms contained therein.

8.4. Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer’s obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement.

9. MISCELLANEOUS

9.1. Compliance With Laws. Customer agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement. The parties agree that the Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded.

9.2. Assignment. Customer may not assign this Agreement or otherwise transfer any license created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Indeed. Any assignment or transfer in violation of this Section shall be null and void.

9.3. Survival. The provisions set forth in Sections 2, 4, 5, 6.2, 6.3, 7, 8.4, and 9 of this Agreement shall survive termination or expiration of this Agreement and any applicable license hereunder.

9.4. Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the face page hereof or to such other address as the parties may designate in writing.

9.5. Force Majeure. Except for Customer’s payment obligations, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental action, failure of suppliers, earthquake, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.

9.6. Restricted Rights. Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when delivered to the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such delivery.

9.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. For purposes of this Agreement, use of a facsimile, e-mail or other electronic medium shall have the same force and effect as an original signature.

9.8. Modifications. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.

9.9. Publicity. Indeed shall retain the right to publish and display Customer’s logo and name in Indeed’s portfolio and website, and in periodicals and other media or exhibits for the purposes of recognition of excellence or professional advancement or as part of a customer list. Either party, subject to the other’s approval in writing, may describe its role in relation to this Agreement and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

9.10. No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

9.11. Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

9.12. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS OF ANY STATE OR JURISDICTION.

9.13. Arbitration. Notwithstanding any other terms found at Indeed.com, any controversy or claim arising out of or relating to this Smart Recruit Agreement or the breach thereof shall be determined by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Rules, including the optional rules regarding emergency relief. The number of arbitrators shall be one (1), and the place of arbitration shall be Austin, Texas, U.S.A., and the language of the arbitration shall be English. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief as necessary, without breach of this Section and without abridgment of the powers of the arbitrator.

Indeed General EEA Safe Harbor Notice

Scope of Safe Harbor Certification

Indeed Inc. (“Indeed” or “we”) recognize that the European Community has established a data protection regime pursuant to Directive 95/46/EC, which applies to the European Economic Area (“EEA”) and that Switzerland (“CH”) has also established a data protection regime which applies to CH that restricts companies in the EEA/CH in transferring personal data about individuals in the EEA/CH to the United States, unless there is “adequate protection” for such personal data when it is received in the United States. To create such “adequate protection” and allow our subsidiaries and business partners to overcome the restriction on international data transfers established by the Directive and Swiss legislation, we adhere to the Safe Harbor Privacy Principles published by US Department of Commerce (“Safe Harbor Principles”) with respect to personal data about individuals in the EEA/CH that we receive from our subsidiaries, customers and other business partners. Our Safe Harbor Certification does not extend to data that we receive directly through Indeed’s publicly accessible websites. More information on the Safe Harbor Principles and Indeed’s scope of participation is available at http://safeharbor.export.gov/companyinfo.aspx?id=18683.

Scope of this Notice

This Notice does not apply to employees of Indeed or our subsidiaries; this Notice addresses other data subjects residing in the EEA and CH (collectively, “EEA Persons”) whose data we may receive from one of our subsidiaries, customers, suppliers or other business partners in the EEA/CH e.g., referral partners, integration partners, etc.

Categories of EEA Data

We receive certain information related to individual independent contractors, and employees and individual representatives of Indeed Inc.’s corporate business partners (including vendors and advertising customers). Such EEA/CH Data includes, without limitation, names, addresses, work phone numbers, work email addresses, and any other personal data that are affirmatively provided to Indeed Inc. in order to manage our business relationship.

We also provide data processing services to affiliated and unaffiliated entities. We process any information that such entities instruct us to process, on their behalf and subject to their direction, such as resume data of persons in the EEA/CH. When we receive EEA/CH Data from another company in the EEA/CH for processing, the categories of data sent and the purposes of processing depend on such other company (the data controller) and on the relationship the data controller has with the relevant data subjects.

Purposes

We collect and use EEA Data for purposes of providing products and services to our customers, communicating with corporate business partners about business matters, processing EEA Data on behalf of corporate customers, providing information on our services, and conducting related tasks for legitimate business purposes.

Disclosure

We share EEA Data with our subsidiaries, affiliates and contractors, who process EEA Data on behalf of the Indeed Group. We also share EEA Data with other third parties for the purposes for which we receive the EEA Data (e.g., performance of contractual obligations and rights), and we may also disclose EEA Data where we are legally required to disclose (e.g., under statutes, contracts or otherwise) or the disclosure is permitted by law or the Safe Harbor Principles and we have a legitimate business interest in such disclosure.

With respect to marketing emails, EEA Persons may opt-out of receiving further email marketing communications from Indeed by sending an email to opt-out @ indeed.com (remove spaces when sending email) or by following opt-out instructions that are contained in each marketing email. EEA Persons may also send an email to this address to ask to opt-out of disclosures to third parties, but such a limitation on data sharing may make it difficult or impossible for us to provide the requested services.

Access and Review

If you are an EEA Person about whom we hold EEA Data, you may request access to, and the opportunity to update, correct or delete, such EEA Data. To submit such requests or raise any other questions, please contact the business that provided your EEA Data to us. You can also contact our Safe Harbor Contact. We reserve the right to take appropriate steps to authenticate an applicant’s identity, to charge an adequate fee before providing access and to deny requests, except as required by the Safe Harbor Principles.

Safe Harbor Contact

If you have questions, please contact Indeed by sending a letter or email to Indeed Privacy Program, Indeed Inc., c/o Legal Department, 7501 N. Capital of Texas Hwy, Building B, Austin, TX 78731, USA or privacy-office @ indeed.com (remove spaces when sending email)

Indeed has further committed to refer unresolved privacy complaints under the US-EU Safe Harbor Principles to an independent dispute resolution mechanism, the BBB EU SAFE HARBOR, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed by Indeed, please visit the BBB EU SAFE HARBOR web site for more information and to file a complaint.