JazzHR Terms of Service
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
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
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
(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
3. YOUR CONDUCT
(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
(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
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
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
(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
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.
(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
7.3 Data Privacy.
https://www.jazzhr.com/privacy/ and the JazzHR Data Processing Addendum set forth at
_________________, 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
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.
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.
(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:
610 Lincoln Street, Suite 205
Waltham, Massachusetts 02451
+1 888 353 0887