Site Terms and Conditions

This agreement defines the terms under which LocalCareersNetwork.com, LLC (“LocalCareers”), a Delaware Limited Liability Corporation and the company listed in this agreement (“Member”) enters into a recruitment advertising agreement for the LocalCareers.com web site (“The Site”).

1. Services. This agreement, including any exhibits, schedules and attachments (collectively the “Agreement”), is between your company/organization (“Client”) and LocalCareers.com, Inc. (“LocalCareers.com”). LocalCareers.com operates a network of online employment classifieds (i.e WisconsinJobs.com, CaliforniaJobs.com, etc) and resume database website (the “Site”). This Agreement contains terms and conditions applicable to the products and services (“Services”) provided by LocalCareers.com to Client pursuant to the order (the “Order”) you submitted. Client shall use all Services provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Service. As part of the Services, Client consents to receive emails regarding updates and announcements of LocalCareers.com services, Site enhancements, and occasional special offers.
2. Term and Termination. The term (“Term”) of this Agreement will begin on the date Client submits the Order (the “Effective Date”), and will end upon (i) the expiration of one year from the Effective Date or (ii) the expiration of the latest duration set forth in the Order. This Agreement may not be terminated by either party, except as specifically stated in this Agreement. If Client breaches any provision of this Agreement or the Site’s Terms of Use available at http://www.localcareers.com/help/onlineterms.htm.

LocalCareers.com may immediately suspend all Client passwords and access codes until the breach is cured and if applicable, immediately remove any violative/offensive or inappropriate job postings. If Client’s breach is capable of being cured, Client will have ten (10) days to cure such breach to LocalCareers.com’s reasonable satisfaction in order to have passwords and access codes restored. If such breach is incapable of being cured or is not cured by Client within the ten (10) day period, LocalCareers.com may: (a) terminate this Agreement and/or (b) pursue all other available remedies to enforce this Agreement and obtain payment of Fees (as defined below) due. If Client has committed two (2) breaches of the terms of this Agreement or the Site’s Terms of Use which have subsequently been cured, upon any additional breach by Client, LocalCareers.com may immediately without further notice to Client and without refund of any Fees paid terminate the Agreement. If this Agreement is terminated for Client’s uncured breach or for Client’s multiple breaches of this Agreement whether cured or uncured, LocalCareers.com may accelerate all fees for Services and collect all of its costs and attorney fees related to the termination.

Either party may immediately terminate this Agreement if the other party (i) applies for or consents to the appointment of a receiver, trustee, or liquidator of it or its assets, (ii) makes a general assignment for the benefit of creditors, (iii) has a petition seeking bankruptcy, reorganization or similar relief filed against it (which, if involuntary, is not stayed or dismissed within ninety (90) days of filing), or (iv) materially breaches this Agreement which breach is not cured within ten (10) days of notice thereof. LocalCareers.com may terminate the Agreement upon notice if Client fails to meet credit requirements established by LocalCareers.com from time to time. Client’s breach of this Agreement shall constitute a breach of any other agreement between LocalCareers.com and Client or Client’s affiliates.

4. Renewal
Following the completion of this term, Member can continue to post jobs individually, select another posting package online or a sign a new agreement. If jobs are posted individually or a new package is extended online it will be under the same terms and conditions of this agreement.

 
5. Payment. If payment is made by invoice, all amounts payable by Client for the Services (“Fees”) are due within thirty (30) days after delivery of the LocalCareers.com invoice without deduction or setoff. LocalCareers.com may, at its option, charge Client interest of 1½% per month and collection charges on any Fees not paid when due. Client will be responsible for the payment of any present or future sales, use, excise or other similar tax (excluding taxes based on LocalCareers.com’s net income) applicable to the Services. Fees paid for Services are non-refundable. LocalCareers.com does not offer a cancellation policy. By posting a single job you agree to pay the full Service fee. LocalCareers.com does not refund or credit time for postings that were posted on Site for less than 60 days. Client can set duration the for a posting for less than 60 days however the charge is still full price per posting.
4. Services. (a) Job Postings. If set forth in the Order, LocalCareers.com will permit Client to post jobs on LocalCareers.com in accordance with the terms of this Agreement and the Site’s Terms of Use. Any hyperlinks contained in a job posting submitted by Client will be disabled when such job posting is posted on a Site, unless otherwise set forth in the Order. Job postings purchased hereunder (i) have a scheduled run of sixty (60) days, and (ii) must be posted during the Term, after which all job postings purchased hereunder expire. The terms and conditions of this Agreement shall apply to all job postings posted hereunder for the duration of their scheduled run. Any (1) re-activation of a deleted or expired job posting, (2) refreshing or renewing of any job posting, (3) change in the job code of a job, or (4) change in location where a job is based (including a change of City/State), constitutes use of an additional job posting.

LocalCareers.com offers Unlimited Job Postings Services. Clients are not allowed to job clone, whereby the same job is posted in regular intervals to gain top position in jobs database. LocalCareers.com reserves the right to remove these postings.

(b) Resume Database. If set forth on the Order, LocalCareers.com will permit Client access to the Site’s resume database (“Resume Database”) which is a private databases for use by individual users under the direct control of Client (“Resume Users”). The Site Resume Database access license (“Resume Database License”) represents a single Resume User license and each license allows a single Resume User to access a Resume Database through one unique password based on the terms of the resume access package identified in the Order (each a “Resume Access Package”). Resume Access Packages vary according to (i) the geographic segment(s) of the Resume Database accessible by a Resume User., and (ii) number of Resume Views. A Resume View occurs in a number of instances, including when as a result of a Resume User’s search of a Resume Database, a resume is either opened and closed or is opened and moved to a folder. If Client (including any of Client’s employees or agents) is found to share passwords to any Resume Database or private area of the Site with any non-licensed user, such sharing will be a breach of this Agreement and LocalCareers.com shall have the remedies set forth in Section 2. Client agrees to notify LocalCareers.com promptly after the departure of any person to whom a password was provided and LocalCareers.com reserves the right to cancel such password and issue a replacement password. LocalCareers.com reserves the right to periodically change issued passwords. The Resume Database License may not be used to send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of Client’s or a third party’s products or services. For purposes of this Agreement, recruitment agencies, staffing agencies, advertising agencies and all other agencies (other than Client, if applicable) cannot be licensed Resume Users. The Resume Database License may also not be used to source candidates or to contact job seekers or resume holders, in regards to any home-based business opportunities, fee-based business opportunities or franchise opportunities.
5. Ownership. Subject to the next sentence, the contents of LocalCareers.com and all other Site (including without limitation all job postings and all resumes), and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing, and all intellectual and other proprietary rights therein are and shall at all times remain the property of LocalCareers.com. Notwithstanding the prior sentence, as between LocalCareers.com and Client, any job postings placed by Client on the Site and all intellectual and other proprietary rights therein are and shall at all times remain Client’s property.
6. Terms of Use. Client acknowledges that it and its employees and agents must comply with the Terms of Use. To the extent there is any inconsistency between the Site’s Terms of Use described above in this paragraph and the terms of this Agreement, the terms of this Agreement will control.
7. No Warranties. LocalCareers.com MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO ITS SERVICES OR THE SITE, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF ITS SERVICES OR THE SITE.
8. Indemnification. Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from (i) a breach by the Indemnifying Party of this Agreement or of any representation, warranty, covenant or agreement contained herein, (ii) the provision of any material to LocalCareers.com or any other Site by or on behalf of the Indemnifying Party, including but not limited to claims of infringement of third party intellectual property rights. For purposes of the foregoing indemnity, the parties acknowledge that the following items shall not constitute material provided to LocalCareers.com or any other Site by or on behalf of LocalCareers.com: all job postings and listings, all resumes, all chat room submissions, all forum submissions and all materials submitted by or on behalf of Client to LocalCareers.com or any other Site. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand and gives the Indemnifying Party the right to control and direct the investigation, preparation, defense, trial and settlement of each such claim, action or demand. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense and/or settlement of any such claim, action or demand. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any claim, action or demand without the written consent of the Indemnified Party, such consent not to be unreasonably withheld.
9. Limitation of Liability. Notwithstanding anything to the contrary contained in this agreement (including the order), except for the obligations of an indemnifying part under section 8 to the extent arising or resulting solely from a third-party claim of infringement of such third party's intellectual property rights, but without in any way limiting client's payment obligations under this agreement, (a) no party will be liable to any other party (nor to any person claiming rights derived from the other party's right(s) for incidental, indirect, consequential, special, punitive or exemplary damages of any kind - including lost revenues or profits, loss of business or lose of data - arising out of or in connection with this agreement or the services provided hereunder (including without limitation as a result of any breach of any warranty or other term of this agreement), regardless of whether the party liable or allegedly was advised, had other reason to know, or in fact knew of the possibility thereof, and (b) LocalCareers.com's maximum liability arising out of or in connection with this agreement, any product, service provided hereunder or the site, regardless of cause of action (whether in contract, tort, breach of warrant or otherwise)  , will not exceed the amount paid by Client to LocalCareers.com during the term hereof.
10. Navigation/Search Engines; No Modification. Notwithstanding anything to the contrary contained herein, Client shall not use and shall cause each party under Client’s control (including but not limited to its Resume Users) not to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, avatars or intelligent agents) to navigate or search LocalCareers.com or any other Site other than the search engine and search agents available from LocalCareers.com on LocalCareers.com or such other Site, as the case may be, except for generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer). Client shall not and shall cause each party under Client’s control (including but not limited to its Resume Users) not to, decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of LocalCareers.com or any other Site.
11. Miscellaneous. Client agrees with respect to its use of the Services to comply with all applicable local, national and international laws, including but not limited to laws relating to labor and employment (including without limitation the U.S. Equal Employment Opportunity Commission’s Uniform Guidelines on Employee Selection Procedures), data privacy, data access and use, and intellectual property. Without limiting the foregoing, Client agrees to comply with all laws relating to equal employment opportunity and employment eligibility requirements and acknowledge that job postings may not require U.S. citizenship or lawful permanent residence in the U.S. as a condition of employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state or local government contract. Each party to this Agreement shall be acting as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between LocalCareers.com and Client or any of Client’s employees or agents. This Agreement, which may be executed in counterparts, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), and cannot be amended or waived except by a writing signed by all of the parties. Neither party may assign this Agreement, in whole or in part, by operation of law, merger, asset or stock sale or transfer, or otherwise, without the prior written consent of the other party. No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. This Agreement shall be construed in accordance with the domestic laws of the Commonwealth of Massachusetts, without reference to the conflicts of laws principles thereof. The terms of Sections 2, 3 and 5 through 12, inclusive shall survive any expiration or termination of this Agreement. Each party’s performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by first class mail, return receipt requested, overnight courier or facsimile transmission, to the respective address or facsimile numbers set forth below, and shall be deemed given upon actual delivery thereof.
12. Non-Traditional Client Provisions. (a) If Client is an entity that posts career fair opportunities, work-at-home opportunities or job postings that request an up-front fee, Client agrees (i) to purchase LocalCareers.com’s Custom Apply Online service at LocalCareers.com’s current rate-card rate, (ii) that no links will be contained in its job postings other than the Apply Online link and that there will be no links back to Client’s web site, (iii) that it will post legitimate job opportunities and agrees that the jobs posted are for specific, legitimate job opportunities that exist for available jobs, (iv) that all job postings and Client website(s) will clearly and explicitly describe any up-front fees that users will have to pay for any service, (v) to publish verifiable and in-service contact information on its web site (i.e. functioning email address and phone number), (vi) not to copy any job description or other content of any other Client of LocalCareers.com, (vii) that job seekers will not be charged a fee to view or apply to the specific opportunity, (viii) an email address will be included for resume submissions for a specific job opportunity, (ix) that job postings will not reference other postings that may be available by becoming a member of Client’s web site, (x) to provide LocalCareers.com with the name and email address of the person responsible for curing of breaches of these terms and of the Agreement, and (xi) to post all jobs for work-at-home opportunities or job postings that request an up-front fee solely in the “Business Opportunity" categories. In the event a work opportunity listing is placed in other categories. LocalCareers.com reserves the right to recategorize the job posting.

(b) In addition, if Client is an entity that requests an up-front fee, Client agrees to display and adhere to a real and reasonable refund policy, for users who are not satisfied with such services. The refund policy must provide for, and Client must adhere to, at least (i) a 100% unconditional refund policy for all job seekers for 30 days after date of purchase (i.e., receipt of funds), (ii) the ability to request refund via email and telephone, (iii) live support via telephone and email requests to receive a response not later than the end of the business day following the day of such request, (iv) a refund policy, with specific refund guidelines, must be made visible (via link to the policy or direct text) to the job seeker before a committed purchase is capable of being made, and (v) refund rules may not include posting a resume or delivery of any other material as a condition of receiving a refund.

(c) LocalCareers.com reserves the right to screen Client’s postings at any time and from time to time to ensure compliance with this Section 12.