LAST UPDATED: 01 November 2016

JazzHR Terms of Service

These terms and conditions, including the JazzHR Privacy Policy, which is incorporated herein by this reference, (together, these “Terms”), 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 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

These Terms govern all of JazzHR’s offerings and features, and any components that support the functionality of the services, including all Documentation (together, the “Services”). “Documentation” means JazzHR’s websites (“the “Website”), an invoice, order form, or other similar document, the customer support knowledgebase and any FAQs, all current 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 form (each, 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.

To use the 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 non-exclusive, non-transferable, non-sublicensable, license to access and use the Services solely for the purposes described on the applicable Order.

1.2. Subscription Services.
If You purchase software-as-a-service subscriptions 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.

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. Job Seekers.
Certain Services may permit You to upload resumes and other personally identifiable information. JazzHR will take commercially reasonable measures to protect such User Data and to share it only with other users of the Services as You direct.

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, 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 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 services.

2. TERM, AUTOMATIC RENEWAL AND CANCELLATION

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 to invoice You or charge Your credit card, and You agree to pay all fees in connection with the Services as stated on the Order, or, if not stated, within 30 days of an invoice from JazzHR. All JazzHR purchases are final and nonrefundable.

Renewals will be for the same term as the initial subscription term. Note that the subscription term and the payments need not be aligned. The prices for renewals will be at the then-current pricing, and they may be different than those paid for an initial purchase. 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. You agree that additional usage will be automatically added to Your Account if Your use of certain Services exceeds Your applicable limitation as stated in your Order, You will be automatically charged, 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.

All fees are exclusive of any sales, value-added, foreign withholding or other government taxes, duties, fees, excises, or tariffs imposed on the production, storage, licensing, sale, transportation, import, export or use of the Services or performance of any services (collectively, “Taxes”).

Your access to, use or purchase of the Services will automatically terminate or expire, and Your Account and access to Your User Data will be deleted upon (a) non-renewal, cancellation, or expiration of Your Services or failure to pay fees when due, if applicable, (b) JazzHR’s discontinuation of the Services, or (c) failure to comply with these Terms. 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, (c) You remain responsible for and must immediately pay in full all outstanding fees and payments to JazzHR, and (d) JazzHR will irretrievably delete all User Data protected by Your Account that is stored on JazzHR servers or with JazzHR’s third-party cloud storage providers.

3. YOUR CONDUCT

3.1. Compliance.
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.

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. 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 arising out of unauthorized access to Your Account by obtaining Your password.

You must notify privacy@JazzHR.com immediately if You believe there has been unauthorized access to Your Account.

3.2. Indemnity.
You must 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 encrypt or take reasonable privacy and security safeguards to protect User Data, 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. Acceptable Use.
JazzHR may, immediately cancel Your subscription, disable Your Account and cease providing the Services to You, if You: (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 JazzHR’s 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 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. Should JazzHR terminate your subscription, a refund equivalent to the unused, pro-rata remining time in your JazzHR subscription will be provided.

3.4. 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.

JazzHR may aggregate anonymized user statistics and use those statistics (but not the underlying User Data) for business purposes consistent with these Terms.

4. JAZZHR PROPERTY

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.

JazzHR will make the Websites and Services available to You on a non-exclusive, non-transferable, non-sublicensable, limited and revocable basis. You may provide feedback to JazzHR with respect to the Services and JazzHR may use feedback for any purpose without obligation of any kind. To the extent permission is required under Your intellectual property rights to make use of such feedback, You hereby grant JazzHR an irrevocable, non-exclusive, perpetual, royalty-free right to use Your feedback in connection with JazzHR’s business, including, but not limited to, enhancement of the Services.

5. ACKNOWLEDGMENTS AND DISCLAIMERS

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. 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 YOUR USE OF THE SERVICES, EVEN IF JAZZHR HAS BEEN 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 DAMAGES ARISING, 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.

6. GENERAL LEGAL TERMS

6.1. 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.

6.2. Export.
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.

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.

6.3. 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.

6.4. Publicity.
JazzHR may identify You as a customer on the Websites and in other marketing materials by use of Your name and public logo, provided that JazzHR does not reveal any details about the Services provided to You or Your User Data.

6.5. General.
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. You may not assign or delegate any rights or obligations under these Terms. Any purported assignment or delegation shall be ineffective. 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. 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 Policy and EU Model Clauses FAQ for additional terms and conditions.

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

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

6.6. Contact JazzHR.
For questions or other notices regarding these Terms, please email legal@JazzHR.com.

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

JazzHR
1000 Winter Street
Waltham, Massachusetts 02451
USA
+1 888 353 0887