LAST UPDATED: 01 MAY 2018

JazzHR Terms of Service

These terms and conditions, together with the JazzHR Privacy Policy and the JazzHR Data Processing Addendum, which is incorporated herein by this reference, (together, these “Terms” or this “Agreement”), are a binding legal contract between Hireku, Inc. (d/b/a JazzHR), its affiliates, licensors, and subsidiaries (collectively, “JazzHR”), and the individual or legal entity (including employees and agents who access or use Services on behalf of the legal entity (“Authorized Users”)) who directly or indirectly accesses, uses, or purchases the Services (as defined herein) (collectively, “You” or “Your”).

By agreeing to these Terms, or by accessing, using or purchasing the Services, You represent that You have the authority to enter into and agree to these Terms. If You do so on behalf of a legal entity, You represent and warrant that You have the authority to accept these Terms on behalf of that legal entity. Your continued access to, use or purchase of, the Services following modification to the Services or these Terms constitutes Your agreement to be bound by these Terms, as modified. If You do not agree to be bound by these Terms, You may not access or use the Services.

 

1. THE SERVICES

(a)        These Terms govern all of JazzHR’s offerings and features, JazzHR’s websites (“the “Websites”), and any components that support the functionality of the offerings, features or Websites, (together, the “Services”) including all Documentation. “Documentation” means an invoice, order form (each, an “Order”), or other similar document, the customer support knowledgebase and any FAQs, all current product information that exists in customer and partner portals, and all other collateral provided by JazzHR from time to time. These Terms apply to all agreements reflected in an Order executed by You and JazzHR setting out the purchase of certain Services. To the extent the terms of an Order conflict with these Terms, the Order will control if it expressly modifies these Terms.

(b)       To use certain Services, You must create an account, and provide accurate contact and other information that is protected by your chosen username and password (Your “Account”). After You create an Account, the Services may permit You to upload, download, and access content and materials which You have a legal right to copy, publish, share, store or otherwise use (collectively, “User Data”). The Services may permit You to share Your User Data with other users of the Services.

1.1. License for Use of Services.
Subject to these Terms, JazzHR grants You a limited, non-exclusive, non-transferable, worldwide, revocable, non-sublicensable, license to access and use the Websites and Services solely for your personal or internal business use, or such other purposes or in such territories as may be specifically described on the applicable Order. The Services shall not be used by You for, or on behalf of, third-parties that are not authorized under these Terms. You shall use Your best efforts to ensure that the Authorized Users use the Services in accordance with these Terms.

1.2. Subscription and other Services.
If You purchase software-as-a-service or other services from JazzHR, You consent to JazzHR’s ability to access, copy and store Your User Data. Following acceptance of an applicable Order, JazzHR will provide You with access to software that supports the functionality of the Services. You acknowledge that Your right to use the Services will be web-based only and no software will be installed on any servers or other computer equipment owned or controlled by You.

1.3. Free Services.
Subject to these Terms, JazzHR grants You a non-exclusive, non-transferable, non-sublicensable, license to access and use the Services solely for the purposes described on the applicable Order.

1.4. Your User Data and Applicant User Data.
Certain Services may permit (i) You to upload Your User Data and (ii) job applicants to upload resumes and other personally identifiable information that will be made available to You (“Applicant User Data”). JazzHR will take commercially reasonable measures to protect Your User Data and to share it only with other users of the Services as You may direct. JazzHR will make available to You Applicant User Data provided to JazzHR by Applicants or third-party services authorized by Applicants to disclose Applicant User Data.

1.5. Beta Services.
JazzHR may designate certain enhancements or new features of the Services as “Beta Services.” It is Your choice to use any Beta Services that JazzHR may make available. Beta Services are experimental in nature, have not been fully tested, are provided on an “as-is” basis, without warranty of any kind and may be discontinued at any time without notice.

1.6. Third-Party Services.
The Services may be available through, or in connection with, third-party service providers. When You use such third-party services in connection with the Services, the third party’s applicable terms of use and privacy policies will apply, and not these Terms, to Your use of such third-party services.

2. PAYMENT, TERM, AUTOMATIC RENEWAL AND CANCELLATION

(a)        To obtain Services from JazzHR, You may be required to execute an Order, or other similar document or online registration form, which incorporates these Terms by reference. By purchasing the Services, You authorize JazzHR or an authorized partner of JazzHR to invoice You or charge Your credit card.

(b)       You shall pay to JazzHR the subscription fee in the amount and for the duration that You have entered and agreed to pursuant to the Order (the “Subscription Fee”). All subscription periods shall be twelve months unless expressly stated otherwise in an Order (the “Subscription Period”). The Subscription Fee for all Subscription Periods shall be paid to JazzHR (or its agent) by the first day of the Subscription Period. You shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or other acceptable method of payment to JazzHR and shall take all necessary steps to authorize automatic payment of the Subscription Fee. By agreeing to these terms, You hereby authorize JazzHR to automatically charge said method of payment for all Subscription Periods. You agree to pay all Subscription Fees in connection with the Services as stated on the Order, or, if not stated, within 30 days of receipt of an invoice from JazzHR. All JazzHR purchases are final and nonrefundable. Any additional payment terms between You and JazzHR must be agreed to in writing and set forth in an Order, invoice, billing agreement, or other written document.

(c)        Each Subscription Period will automatically renew at its completion, unless You elect to non-renew by delivering written notice of such election no later than 30 days prior to the end of Your then-current Subscription Period. Renewals will be for the same term as the then expiring Subscription Period, other than as expressly provided in the applicable Order. Failure to provide such notice will result in you being automatically charged for the next subscription period. The fees for each renewal period will be at JazzHR’s then-List Price (as defined below), which may be different than the fees paid for or any prior term; provided, however that annual price increases on List Price will not increase by more than 5%. The “List Price” shall be the standard JazzHR pricing for its Services, which is made publicly available on its Website.

(d)       You are responsible for, and JazzHR may perform at any time, an audit to true-up Your usage of the Services compared to any applicable limitations set forth on an Order. You agree that any fees for Your usage in excess of the applicable limitations set forth on an Order will be automatically added to Your Account, and You agree to pay all such overages. Incomplete or incorrect Account information, or failure to pay fees when due, will result in deactivation of Your Account, the cancellation of Your subscription and deletion of Your User Data.

(e)        All fees are exclusive of any sales, value-added, foreign withholding or other government taxes, duties, fees, excises, levies, or tariffs imposed on the production, storage, licensing, sale, transportation, import, export or use of the Services or performance of any services (collectively, “Taxes”). You shall be responsible for payment of all such Taxes excluding only Taxes based solely on JazzHR’s income. If JazzHR has the legal obligation to pay or collect Taxes for which You are responsible, the appropriate amount shall be invoiced to and paid by You unless You provides JazzHR with a valid tax exemption certificate authorized by the appropriate taxing authority.

(f)        Your access to, use or purchase of the Services will automatically terminate or expire, and Your Account will be deleted upon (a) non-renewal or cancellation, expiration of Your Services or failure to pay fees when due, if applicable, (b) JazzHR’s discontinuation of the Services, or (c) Your failure to comply with these Terms.

(g)       After any non-renewal, cancellation, or expiration of Your Services: (a) all licenses granted hereunder will immediately terminate and You must immediately cease all use of the Services, (b) You must remove all copies (or permit JazzHR to remove all copies, if applicable) of the Services from Your computer systems, and (c) You remain responsible for, and must immediately pay in full, all outstanding fees and payments to JazzHR.

(h)       Upon Your written request, which must be received no later than thirty (30) days prior to the effective date of termination, upon termination, JazzHR shall make available for download a file of User Data in .csv format along with attachments in their native format. After termination, JazzHR shall have no obligation to maintain or provide any User Data and may thereafter, unless legally prohibited, delete all User Data in its systems or otherwise in its possession or under its control.

3. YOUR CONDUCT

3.1. Compliance.
(a)        You are solely responsible for ensuring that You are in compliance with all obligations related to Your use of the Services. Your responsibilities under these Terms shall not be mitigated, diminished or transferred to JazzHR if, in the context of providing the Services, JazzHR assists with the use of Your computing systems.

(b)       You agree to provide JazzHR with accurate and complete Account information. You agree to keep Your password and Your Account details secret, and not to share them with anyone else and to provide for appropriate safeguards to protect the confidentiality of Your Account information and access credentials. If Your Account information changes, You must update Your Account details promptly.

If You purchase the Services through a legal entity such as Your business, or through an authorized partner, other users may have been designated to access, control, and manage Your Account and Your User Data. In no event will JazzHR be liable for any loss of User Data or other claims to the extent such loss or claims are caused by Your noncompliance with these Terms, or any unauthorized access to Your Account caused by actions or inactions outside of JazzHR’s control.

(c)        You represent and warrant that (i) You either own or otherwise possess, and have obtained, all rights, approvals, licenses, consents and permissions as are necessary to perform Your obligations hereunder, exercise Your rights hereunder and to grant the licenses granted by You under this Agreement, (ii) the User Data and Your use through the Services, as enabled by You, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party’s rights, (iii) You shall comply with all applicable laws, regulations and industry standards, including any data protection, privacy and security laws, (iv) You will give all required notices and appropriate disclosures to all data subjects regarding Your (and any third parties acting on your behalf, such as JazzHR) use, processing and transfer of any personal data (as defined under applicable law), and (v) You will obtain all necessary rights and valid consents from the data subjects to permit use, processing and transfer of personal data by JazzHR for the purposes of its fulfilling its obligations under this Agreement or as may be required by applicable law (including any opt-in consents required under European data protection law).

(d)       You agree that, with respect to certain functionality included in the Services that allows You to formulate questions to applicants accessing the Services, You are responsible for all such content or use of those questions or the applicant responses and JazzHR disclaims all liability therefor. Further, to the extent permitted by applicable law, You agree that JazzHR may collect data in an automated manner and make automated decisions, including using machine learning algorithms, about individual users of the Services in order to provide or optimize the JazzHR Services offered and/or delivered, for security or analytics purposes, and for any other lawful purpose; provided, that, You are responsible for obtaining all consents required to allow for such automated decision making.

(e)        You must notify privacy@JazzHR.com  immediately if You believe there has been unauthorized access to Your Account. JazzHR will notify You in the event You or your User Data have been impacted by a data breach.

3.2. Your Indemnification.
You shall indemnify and hold harmless JazzHR, and its officers, directors, employees, agents, shareholders, affiliates, subsidiaries, suppliers, and licensors, from and against any and all damages, fines, penalties, assessments, liabilities, losses, costs, and expenses (including, but not limited to, attorneys’ fees, expert fees, and out-of-pocket expenses) in connection with Your use of the Services, Your violation of these Terms, any violation of the rights of any other person or entity by You, including, but not limited to, any intellectual property rights, failure to take adequate privacy and security safeguards to protect User Data or access credentials, any misuse or fraudulent use of credit cards, any claims that the Services or any part thereof were used or exported or otherwise shipped or transported by You in violation of applicable laws, rules, and regulations, including, but not limited to, any claim that Your User Data is illegal. You agree not to settle or resolve any such claim in a manner that imposes any fault, liability or obligation on JazzHR without the advance written approval of JazzHR.

3.3 JazzHR Indemnification.
Subject to this Agreement, JazzHR shall: (i) defend You (and if applicable, Your officers, directors and employees) against any third party suit, claim, or demand (each a “Claim”) that alleges the Services used in accordance with this Agreement and the applicable Order infringe any issued patent, copyright, trademark or misappropriation of any trade secret of, such third party; and (ii) pay any court-ordered award of damages or settlement amount to the extent arising from such Claims. Notwithstanding the foregoing, if JazzHR reasonably believes that Your use of Services is likely to be enjoined by reason of any Claims, then JazzHR may, at its expense and in its sole discretion: (i) procure for You the right to continue using the Services; (ii) replace the same with other products of substantially equivalent functions and efficiency that are not subject to any known Claims of infringement; or (iii) modify the Services so that there is no longer any infringement, provided that such modification does not materially and adversely affect the functional capabilities of the Services as set out herein or in the applicable Order. If (i), (ii), and (iii) above are not available on commercially reasonable terms in JazzHR’s judgment, JazzHR may terminate the affected Services and refund to You the Subscription Fees paid by You covering the remaining portion of the applicable Subscription Period for the affected Services after the date of termination. The foregoing indemnification obligation of JazzHR shall not apply: (1) if the Services are modified by any party other than JazzHR, but solely to the extent the alleged infringement is related to such modification; (2) the Services are combined with other non-JazzHR products, applications, or processes not authorized in writing by JazzHR, but solely to the extent the alleged infringement is related to such combination; (3) to the extent the Claim arises in connection with any unauthorized use of the Services, or use that is not in compliance with all applicable laws; (4) to any third party products, processes or materials that are not provided by JazzHR; or (5) to any Claims arising as a result of the content of the User Data. THIS SECTION SETS FORTH JAZZ HR’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

3.4. Acceptable Use.
JazzHR may, immediately cancel Your subscription, disable Your Account and cease providing the Services to You, if You or any Authorized User (or you allow any third party to): (a) harm, disrupt, or otherwise engage in activity that diminishes JazzHR’s brand, Services, computer systems, hardware, or network, (b) misrepresent Your identity, impersonate any person or attempt to gain access to or illegally track any account, computers, or networks related to the Services, without authorization, (c) manipulate a Service in any manner not specified by JazzHR, (d) interfere with any then-current JazzHR policy with respect to appropriate use of the Services, as determined by JazzHR, (e) store, back up, or distribute any illegal or unauthorized files or data, or material protected by intellectual property rights of a third party, unless You own or have appropriate rights to such material, (f) store, back up, or distribute material that contains viruses, Trojan horses, worms, corrupted files, or any material that may damage the operation of the Services or another person’s device, hardware, data, or property, (g) engage in conduct that would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation, (h) directly or indirectly reverse engineer, decompile, disassemble, modify, reproduce or create derivative works of, frame, mirror, republish, reverse compile, disassemble, download, transmit or distribute, in any form or media or by any means, the Services, (i) merge the Services with other products, software or services, (j) alter or modify any disabling mechanism, (k) willfully render any part of the Services unusable, (l) assign, rent, loan, or otherwise transfer the Services, (m) remove or alter any proprietary notices (e.g., copyright, trademark notices, legends, etc.) received in the provision of the Services, or (n) breach any material provision of these Terms.

3.5. License to User Data.
In general, as between You and JazzHR, You own Your User Data. However, to provide the Services, JazzHR must make copies of User Data to store and transmit User Data at Your direction. For such usage in connection with the Services, You grant JazzHR a non-exclusive, perpetual, worldwide, royalty-free, freely-transferable right to copy, cache, publish, display, perform, distribute, translate and store User Data, and to allow others to do so as JazzHR’s agents solely for the purpose of providing Services and any other activities expressly agreed to by You.

4. CONFIDENTIAL INFORMATION

4.1 Nondisclosure Obligations.
“Confidential Information” means any software, inventions, know-how, business plans, product designs, technical and financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure or the nature of the information disclosed. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its employees, agents or contractors having a legitimate need to know (which, for JazzHR, may include subcontractors), provided that such party remains responsible for any recipient’s compliance with the terms of this Section 4.1. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party prior to receipt of the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any known confidentiality obligation; or (iv) is independently developed by the receiving party without using or accessing the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party (at the other party’s expense) to obtain confidential treatment for the information. The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so upon breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

4.2 Use of Aggregate Data.
To the extent permitted by applicable law, You grant JazzHR the right to (i) use, process, transfer, and store any User Data, Applicant User Data, user statistics and quantitative data in an anonymous (or pseudonymous) and aggregated manner, and (ii) combine User Data, Applicant Data, user statistics and quantitative data with other information, collected online and offline by JazzHR, including information from third party sources. Further, You grant JazzHR the right to collect, use, share and store anonymized (or pseudonymized) aggregated data collected through the Services for benchmarking, analytics, A/B testing, metrics, research, reporting, machine learning and other business purposes, including The foregoing grants shall include the right to collect, use and disclose quantitative data derived from the use of the Services for industry analysis, benchmarking, analytics, marketing, and any other lawful purposes  All anonymous (or pseudonymous) information collected, used, and disclosed will not identify You.

5. JAZZHR PROPERTY

(a)        JazzHR and its licensors own and reserve all right, title, and interest in and to all of the Services and any components that support the functionality of the Services, Websites and any Documentation, and all copies thereof and all proprietary rights therein, including, but not limited to, copyrights, patents, trademarks, logos, domain names, and other brand features of JazzHR.

(b)       As between JazzHR and You, all rights, title, and interest in and to all intellectual property rights in the Services and JazzHR platform (including any software codes, sequences, derivative works, organization, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials, and all derivatives, modifications and enhancements thereof) are and shall be owned exclusively by JazzHR notwithstanding any other provision in this Agreement or Order Form. Except with respect to the right to use the Services as expressly provided herein, this Agreement does not grant to You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the JazzHR platform. The JazzHR name, logo and product names associated with the Services and JazzHR platform are trademarks of JazzHR, and no right or license is granted to use them. All rights not expressly granted to You hereunder are reserved by JazzHR. JazzHR alone shall own all rights, title and interest in and to any suggestions, enhancement requests, feedback, recommendations or other information provided by You or any third party relating thereto, and You hereby assign any rights or title to any feedback or information you may provide to JazzHR.

6. WARRANTIES AND REMEDIES; ACKNOWLEDGMENTS AND DISCLAIMERS

6.1       JazzHR warrants that, subject to the terms hereof, the Services shall perform in all material respects in accordance with the applicable specifications in the Documentation. If the Services do not meet the foregoing warranty, JazzHR will (at its option), as Your sole and exclusive remedy, (a) repair, replace (in the case of Software) or modify the Services so that they comply with the foregoing warranty or (b) in the event that none of the foregoing are deemed by JazzHR to be reasonably practicable, terminate the applicable license grant and, within thirty (30) calendar days of the termination, provide a pro rata refund of all prepaid unused Fees for the Services.

6.2       THE SERVICES MAY ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. JAZZHR DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (A) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA OR COMPONENTS, OR (B) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR USER DATA, WEBSITES, DEVICES AND NETWORKS. JAZZHR IS NOT RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE INTEGRITY OF YOUR ACCOUNT, YOUR USER DATA, AND DEVICES. JAZZHR DOES NOT WARRANT THAT: (A) THE SERVICES WILL RUN PROPERLY ON ALL HARDWARE OR IT ENVIRONMENTS, (B) THE SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS OR THOSE OF YOUR USERS OR WILL OPERATE IN COMBINATIONS THAT MAY BE SELECTED FOR USE BY YOU OR YOUR USERS, (C) THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, (D) DEFECTS IN THE SERVICES WILL BE CORRECTED, OR (E) SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY JAZZHR WILL CREATE ANY ADDITIONAL WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF JAZZHR’S OBLIGATIONS UNDER THESE TERMS. EXCEPT AS EXPRESSLY PROVIDED HEREUNDER, THE SERVICES AND THIRD-PARTY COMPONENTS ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. JAZZHR DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD-PARTY COMPONENTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, AND ANY WARRANTIES REGARDING THE SECURITY, QUIET ENJOYMENT, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JAZZHR BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR ANY OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA, LOSS OF USER DATA, LOSS OF USE, LOST REVENUE, BUSINESS INTERRUPTION OR PROPERTY DAMAGE ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE).

IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF JAZZHR FOR ALL DAMAGES OF EVERY KIND AND TYPE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE LESSER OF: (A) THE FEES PAID BY YOU TO JAZZHR IN THE 12 CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DATE OF THE APPLICABLE CLAIM, OR (B) TEN THOUSAND DOLLARS ($10,000). IF THE SERVICES ARE PROVIDED TO YOU WITHOUT CHARGE, THEN JAZZHR WILL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES. SUCH LIMITATIONS OF LIABILITY ARE AN ESSENTIAL PART OF THESE TERMS AND JAZZHR’S AGREEMENT TO PROVIDE YOU THE SERVICES, AND AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OR THE LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE FOREGOING TERMS MAY NOT APPLY TO YOU.

7. GENERAL LEGAL TERMS

7.1. Government Use.
The Services constitute Commercial Off the Shelf (“COTS”) items as that term is defined in the U.S. Government Federal Acquisition Regulations (“FAR”). Government use rights are limited to those minimum rights required by the appropriate provisions of the FAR.

7.2. Export.
(a)        You may not export or transmit the Services, or any technical data relating thereto, or any part thereof, directly or indirectly, to any country for which the United States requires an export license or other governmental approval. In particular, the Services or any part thereof, may not be exported, transmitted, or re-exported to, or otherwise used in, any U.S.-embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons or Entity Lists. By subscribing to the Services, You represent and warrant that You are not located in any such country or on any such list. JazzHR may utilize third-party cloud storage providers, in which case the terms and conditions of such third-party cloud storage providers shall apply.

(b)       You are solely responsible for compliance related to the manner in which You choose to use the Services, including Your transfer and processing of Your User Data and the region in which any of the foregoing occur. If you access or use the Services from outside the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction.

7.3 Data Privacy.
The terms and conditions of JazzHR’s Privacy Policy set forth at https://www.jazzhr.com/privacy-policy and the JazzHR Data Processing Addendum set forth at https://www.jazzhr.com/data-processing-addendum, as such policy and addendum may be revised and updated by JazzHR from time to time, are incorporated by reference into this Agreement. By your acceptance of these Terms or access or use of the Services, You authorize the collection, use and disclosure of information collected by JazzHR for the purposes provided for in these Terms in accordance with the Privacy Policy and JazzHR Data Processing Addendum as revised from time to time. You represent and warrant to JazzHR that You comply with all applicable Data Protection Laws and Regulations (as such term is defined in the JazzHR Data Processing Addendum) and that Processing by JazzHR, on your behalf and pursuant to your use of the Services, of all Customer Data you provide to JazzHR directly or through use of the Services, is not prohibited by any Data Protection Laws and Regulations. You agree to fully indemnify JazzHR, its successors and assigns, for any claims, allegations, costs, losses, damages (direct or indirect) including attorneys’ fees, relating to any alleged breach of the foregoing representation and warranty. You are responsible for your Customer Data, including personal data. You shall only share Customer Data with JazzHR that You have the right to share, and only in the manner and to the extent consistent with such right.

7.4. Governing Law.
These Terms shall be governed, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to, or in any way connected with these Terms, shall be in the state or federal courts, as applicable, located in the City of Boston or Suffolk County, Massachusetts.

7.5. Publicity.
Except as expressly permitted in this Section, neither JazzHR nor You will disclose details about the Services or use the other party’s name or public logo in marketing materials or press releases without the other party’s prior written consent.

7.6 General.
(a)        These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. If one or more of the provisions herein shall be held invalid, illegal, or unenforceable in any respect, the validity, legality, and enforcement of the remaining provisions shall not be affected or impaired. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered a waiver of any subsequent default or breach. JazzHR may freely assign or delegate all rights and obligations under these Terms, fully or partially, with or without notice to You. JazzHR may also substitute, by way of novation, any third party that assumes its rights and obligations under these Terms. You may not assign or delegate any rights or obligations under these Terms without the prior written consent of JazzHR; provided, however, that You may assign this Agreement in its entirety (including all Orders), without consent of JazzHR, to Your affiliates (if applicable) or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Your assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.  If You or JazzHR cannot perform its obligations under these Terms because of any act of God, accident, strike, court order, fire, riot, war, failure of third-party equipment or any other cause not within the affected party’s reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a “Force Majeure Event”), then the non-performing party will, if possible and reasonable: (a) promptly notify the other party, (b) take reasonable steps to resume performance as soon as possible, and (c) not be considered in breach during the duration of the Force Majeure Event. If a Force Majeure Event continues for five consecutive calendar days, JazzHR may terminate Your access, use or subscription to the Services and these Terms by providing electronic notice to You. If You purchase the Services from outside the United States, please refer to JazzHR’s Privacy.

(b)       The following sections will survive termination or expiration of these Terms and Your subscription to the Services: 2 (Payment, Term, Automatic Renewal and Cancellation), 3 (Your Conduct), 4 (Confidential Information), 5 (JazzHR Property), 6 (Acknowledgments and Disclaimers), and 7 (General Legal Terms).

(c)        By agreeing to these Terms, You agree that we may provide to you required notices, agreements and other information concerning the Services electronically.

7.7. Contact JazzHR.
For questions or other notices regarding these Terms, please email compliance@jazzhr.com.

For other issues related the Services, please contact JazzHR at:

JazzHR
610 Lincoln Street, Suite 205
Waltham, Massachusetts 02451
USA
+1 888 353 0887