Last modified: May 08, 2018
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS“) CAREFULLY. BY ACCESSING OR USING THE SERVICE (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE NOT ELIGIBLE OR DO NOT AGREE TO THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING OR USING SERVICE.
These Terms form a binding agreement between Talroo, Inc., a Delaware corporation located at 6433 Champion Grandview Way, Building II Suite 100, Austin, TX 78750 (“Talroo“, “we” or “us“) and the individual or entity that accesses or uses the Service (as defined below) (“Customer“). If you are an individual accepting these Terms on behalf of an entity that is the Customer, you represent and warrant that you have the authority to bind Customer to these Terms.
THESE TERMS CONTAIN A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN SECTION 14 THAT AFFECTS YOUR RIGHTS WITH RESPECT TO ANY DISPUTES. PLEASE BE SURE THAT YOU UNDERSTAND AND AGREE TO THOSE CONDITIONS BEFORE USING THE SERVICE.
These Terms govern Customer’s access to and use of Talroo’s advertising programs and services (i) that are accessible through Customer’s account (“Account“) or (ii) that reference or are referenced by these Terms (collectively, the “Service“). Customer’s use of the Service may also be subject to additional policies and requirements that may be posted through the Service or otherwise made available to Customer (“Policies“). All such Policies are incorporated by reference into the Terms. In the event of any inconsistency between the Terms and any Policy, the terms in the Policy will control, but solely to the extent of the inconsistency.
The Service is used to aggregate, format, and post Customer’s job advertisements, including all text, content, Customer marks and logos, graphics, and other materials (“Job Ads“) on websites owned or controlled by Talroo and on third-party (“Marketplace Partner“) websites. Talroo and its Marketplace Partners may place Job Ads in, on, or through any website, SMS, app, service, e-mail newsletter, or other similar property or service (each a “Property“) operated by Talroo or the Marketplace Partners. All Job Ads are subject to acceptance by Talroo and any Job Ad may be refused by Talroo for any reason or no reason, at its sole discretion. A Job Ad will be deemed accepted only once Talroo places the Job Ad on a Property. Talroo may remove any Job Ad at any time for any reason or no reason, at its sole discretion. The positioning and distribution of Job Ads are based on Talroo’s proprietary algorithm, which may take into account such factors as cost-per-click, cost-per-application, conversion rates, job quality, and/or relevance.
Talroo may provide Customer with access to an account dashboard through which Customer may monitor its Job Ads and Campaigns and set or adjust certain parameters (the “Dashboard“). The Dashboard, if any, is provided at Talroo’s sole discretion, and may be revised, altered or discontinued at any time, with or without notice.
Customer will not, and will not permit any third party to: (i) conceal applicant conversion rates where such rates are required to be disclosed; (ii) use any automated means or forms of scraping or data extraction to access, query or otherwise collect Talroo-related information from any Property except as expressly permitted by Talroo; or (iii) post any content or Job Ads that are illegal or obscene, violate Talroo’s applicable policies, or are otherwise prohibited by law or regulation, including any regulations or requirements of the Department of Labor or the Equal Employment Opportunity Commission, or under applicable labor and employment laws. Customer will direct communications regarding any Job Ads appearing on Marketplace Partner Properties to Talroo, not to Marketplace Partners.
Customer is solely responsible for the Job Ads provided to Talroo. Customer may submit Job Ads via (i) XML file, provided such file is in the format indicated at, www.talroo.com/feedexample.txt; (ii) Excel file; or (iii) provide direct link to Customer’s career page from which Talroo may scrape data. With Customer’s permission, Talroo may (at Talroo’s sole discretion) modify the job title, job description, industry categorization, targeting industries for the purpose of attempting to improve Job Ad quality, performance, or relevance.
By posting a Job Ad, Customer grants to Talroo a non-exclusive, worldwide, perpetual, sublicensable (through multiple levels), fully-paid license to use, perform, reproduce, display, transmit, modify (including creation of derivative works) and distribute the Job Ads (including each element thereof) for the purposes of providing the Service and exercising its rights.
Subject to the terms and conditions of these Terms, Talroo grants Customer a limited, non-exclusive, non-sublicensable, non-transferable, personal, revocable license to use the Service. Customer may not reproduce, modify, distribute, lease or the Service or any part thereof, nor reverse engineer or otherwise attempt to access or determine the source code of the Service or any part thereof, nor may Customer alter, remove or obscure any notices included on or within the Service.
Except as expressly provided in these Terms, neither party will acquire any right, title or interest in or to any intellectual property or other proprietary rights of the other party or such party’s suppliers or licensors.
Advertiser may provide Talroo with feedback on the Services, including, without limitation, feedback on bugs and faults within or relating to the Services or suggestions for improvements or other changes to the Services. Advertiser hereby agrees that Talroo shall own all such feedback, ideas, concepts, and changes to any portion of the Services developed or identified in the course of or as a result of Advertiser’s use of the Services (“Feedback”), and Advertiser hereby assigns to Talroo all of Advertiser’s right, title, and interest thereto. Advertiser will not knowingly provide Talroo with any Feedback subject to any third party intellectual property rights.
In general, Talroo offers two pricing options: daily average (total cost/total clicks) cost-per-click (“CPC“) and cost-per-applicant (“CPA“), based on reported numbers by Talroo as displayed in Customer’s Dashboard. If Customer selects a CPC campaign, Customer will be charged for the total number of clicks that Customer’s Job Ads receive during the month. If Customer selects a CPA campaign, Customer will be charged for every completed job application that Customer receives, as recorded by the Talroo Tracking Pixel, Conversion Tag, or other tracking technology. Pricing for CPC and CPA campaigns may vary. Current prices and pricing options can be accessed through Customers’ Account admin console at: jobs2careers.com/Login.php
In certain cases, Job2Careers may offer different pricing options than those described above. Please contact your Talroo representative for more information.
For either CPC or CPA campaigns, Customer may set a monthly cap (if any) through the Dashboard or by sending an e-mail to clients@talroo.com or by notifying Customer’s Talroo representative; provided, however, that any changes may not be immediately effective, and may take up to forty-eight (48) hours to become effective. IF CUSTOMER DOES NOT SPECIFY A CAMPAIGN BUDGET CAP, CUSTOMER WILL BE RESPONSIBLE FOR PAYING FOR ALL THE CLICKS OR APPLICATIONS, AS APPLICABLE, IN CONNECTION WITH CUSTOMER’S JOB AD(S).
Unless otherwise agreed in writing, Customer will be charged automatically on the credit card on file on a monthly basis for all charges incurred in connection with the Service. If Customer has not authorized the automatic payment of invoices by credit card, Talroo may automatically charge Customer’s credit card on file after the thirtieth (30th) day after invoice date. All charges shall be based on Talroo’s measurements of the applicable billing metrics, as provided above (e.g., CPC or CPA). Charges are exclusive of taxes. Customer agrees to pay all taxes and other government charges. Customer may not offset any payment due under these Terms against any other amounts. Talroo may, in its sole discretion, extend, revise, or revoke credit at any time. Talroo may also put a pre-authorization or hold on any credit card used for recurring payment or payment in arrears in an amount equal to the expected charge. Talroo is not obligated to deliver any specific number or quantity of clicks, impressions, or job applicants.
These Terms shall become effective upon the earlier of Customer’s agreement to these Terms or Customer’s first use of the Service.
In the event of a material breach of these Terms or any Policy by Customer, Talroo may, in its sole discretion, immediately suspend or terminate any or all of Customer’s Job Ads, Customer’s right to access and use the Service or Account, without notice or cure period, and without liability to Talroo or any obligation of Talroo to provide any refund of fees paid by Customer for any Job Ad(s). Customer may cancel any Job Ad at any time by sending an e-mail to clients@talroo.com, and may terminate these Terms by canceling all Job Ads of Customer then being displayed on a Property, and such cancellation or termination of any Job Ad(s) or these Terms, as applicable, should become effective approximately forty-eight (48) hours after receipt of such cancellation for any then-current campaigns. Sections 5, 6, 7, 8, 9, 10, 11, 14, 15, 16, and 17 of these Terms will survive any termination or expiration of these Terms.
Talroo makes no guarantee with respect to the quality or suitability of the job applicants for any Job Ad or the rate at which the Job Ad will result in actual applications.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. TALROO, INC. WILL NOT BE LIABLE FOR ANY FAILURE TO PUBLISH OR DISPLAY ANY JOB ADS IN ACCORDANCE WITH ANY DESIRED START DATE OR END DATE, FOR ANY ERRORS OR INACCURACIES IN ANY JOB ADS (REGARDLESS OF WHETHER INTRODUCED BY TALROO, INC. OR ANY OTHER SOURCE), OR ANY OTHER FAILURE, TECHNICAL OR OTHERWISE. TALROO, INC. RESERVES THE RIGHT WITHOUT PRIOR NOTICE TO DISCONTINUE OR CHANGE THE SPECIFICATIONS OF THE SERVICE. USE OF THE SERVICE IS AT CUSTOMER’S OWN RISK. TALROO, INC. DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TALROO, INC. DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR- FREE, OR SECURE, THAT ITS SYSTEMS WILL NOT BE BREACHED, OR THAT ANY DEFECTS WILL BE CORRECTED EVEN IF TALROO, INC. IS MADE AWARE OF THEM, NOR DOES TALROO, INC. WARRANT OR GUARANTEE ANY SPECIFIC QUANTITY OR NUMBER OF CLICKS, IMPRESSIONS, OR JOB APPLICANTS.
IN NO EVENT SHALL TALROO, INC., ITS LICENSORS, OR MARKETPLACE PARTNERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES, OR LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF TALROO, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TALROO, INC.’S, ITS LICENSORS’ AND MARKETPLACE PARTNERS’ AGGREGATE LIABILITY FOR ANY CLAIM IS LIMITED TO THE AMOUNT RECEIVED BY TALROO, INC. FROM CUSTOMER FOR THE JOB POSTING GIVING RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES THAT TALROO, INC. HAS ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN AND THAT THE SAME IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
Customer represents and warrants to Talroo that (i) Customer holds all necessary rights to permit the use of the Job Ads by Talroo for the purpose of these Terms and Customer’s use of the Service; (ii) each Job Posting is for a bona fide employment position (and Customer will not post any fraudulent, misleading, fake, or deceptive Job Ads); (iii) Customer is the owner of, or is licensed or otherwise authorized to use the entire content of each Job Posting, including, but not limited to any intellectual property and other personal or proprietary rights incorporated therein; (iv) any testimonials or endorsements, however characterized, are accurate and true, reflect the honest views of those providing them, and are otherwise in full compliance with all applicable laws, rules, regulations, guides and industry codes, including, but not limited to , the FTC Endorsement Guides and all regulations or requirements of the Department of Labor or the Equal Employment Opportunity Commission, or any applicable labor and employment law; (v) Customer will comply with all applicable federal and state laws and regulations, including without limitation, the Telephone Consumer Protection Act, 42 USC 227 and 47 CFR 64.200, Do Not Call List requirements, Section 5 of the FTC Act, and the CAN-SPAM Act of 2003; and (vi) the use, reproduction, modification, distribution, transmission, and display of each Job Posting, any material to which users can link through the Job Posting, and any products, services, employment opportunities, or information made available to users through each Job Posting, will not (a) violate any laws, rules, regulations, guides or applicable industry codes, (b) violate any rights of or cause any harm or injury to any person or entity, or (c) contain any material that is unlawful or otherwise objectionable (as determined by Talroo in its sole discretion), including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, rule, regulation, guide or applicable industry code.
To the fullest extent permitted by applicable law, Customer agrees to indemnify, defend, and hold harmless Job2Careers, the Marketplace Partners, and each of their respective affiliates, officers, directors, employees, representatives and agents from and against any and all claims, liabilities, damages, costs and expenses (including legal fees and expenses, including any incurred in enforcement of this provision) arising from or relating to Customer’s Job Ads, Customer’s use of the Service, or Customer’s breach of any term or condition of these Terms.
Talroo may add, remove or alter features and functionality of the Service from time to time. Talroo reserves the right to update or modify these Terms at any time without prior notice, and such changes will be effective upon the earlier of (i) Customer’s first use of the Service after posting of such change, or (ii) 30 days from posting of such change. Any revisions to these Terms will be posted through the Service. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.
Subject to the foregoing in this Section 13, no term or condition other than those set forth in these Terms shall be binding on Talroo unless in writing signed by a duly authorized representative of each party. In the event of any inconsistency between these Terms and any content or information set forth on the Service (including in any online form contained on the Service), these Terms shall control. These Terms constitute the entire agreement between the parties concerning the subject matter hereof and supersede all prior and contemporaneous agreements and communications, whether oral or written, between the parties relating to the subject matter hereof, and all past courses of dealing or industry custom. Talroo will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to these Terms (whether or not it would materially alter these Terms) that is proffered by Customer in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Talroo specifically agrees to such provision in writing and such writing is executed by an authorized agent of Talroo.
Any controversy or claim arising out of or relating to the Service or these Terms, or breach thereof, including disputes with respect to whether the subject matter of any controversy or claim is within the scope of the Terms, will be governed by and construed in accordance with the laws of the State of Texas, excluding its choice of law rules and will be settled by binding confidential arbitration in Austin, Texas under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA. The parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to these Terms. All arbitration proceedings will be conducted in English. Such arbitration will have one (1) neutral arbitrator if the amount in controversy is less than one million dollars ($1,000,000) or otherwise before a panel of three (3) neutral arbitrators. Each of the arbitrators must be i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, ii) an individual with at least five (5) years of experience as an arbitrator, and iii) on the roster of neutrals of the AAA or similar nationally recognized ADR organization. If the arbitration proceedings shall be conducted before a panel of three neutral arbitrators, the panel shall be selected using the following process: Within fifteen (15) days after the commencement of arbitration, each party shall select one person meeting the specified qualifications to act as neutral arbitrator, and the two thus selected shall select a third neutral arbitrator meeting the specified qualifications within fifteen (15) days of their appointment. The third neutral arbitrator shall act as the chair of the arbitration panel. If the arbitrators selected by the parties are unable to or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association. Notwithstanding this arbitration provision, Talroo may seek emergency, temporary, or preliminary injunctive relief from a competent court of law or equity pending the final ruling of the arbitrator(s), without any requirement to post bond, to prevent irreparable harm arising from any unlawful acts by Customer. Neither party will participate in a class action or class-wide arbitration for any claims covered by these Terms. Any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action. IF FOR ANY REASON AN ACTION, SUIT, CLAIM OR PROCEEDING PROCEEDS IN COURT RATHER THAN IN AN ARBITRATION, (I) SUCH ACTION, SUIT, CLAIM OR PROCEEDING SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL OR STATE COURTS, AS APPLICABLE, SITTING IN TRAVIS COUNTY, TEXAS AND EACH PARTY WAIVES ANY CLAIM OF INCONVENIENT FORUM, AND (II) EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, CLAIM OR PROCEEDING BROUGHT TO ENFORCE, DEFEND OR INTERPRET ANY RIGHTS OR REMEDIES ARISING HEREUNDER, RELATING TO OR IN CONNECTION WITH THESE TERMS OR THE SERVICE.
Talroo may provide Customer with notices by e-mail, regular mail, or postings on the Service, and Customer agrees to accept electronic delivery of all such notices. If notice is provided by e-mail, notice will be deemed given twenty-four hours after the e-mail is sent, unless Talroo is notified that the e-mail address is invalid. If notice is provided by posting through the Service, then notice will be deemed given upon such posting. Alternatively, Talroo may, in its sole discretion, give Customer legal notice by mail to a postal address, if such address is provided by Customer through the Service. All notices to Talroo shall be sent to the following address: 6433 Champion Grandview Way, Building II Suite 100, Austin, TX 78750. Except as otherwise specified expressly in these Terms, all notices to Talroo must be delivered by facsimile or nationally-recognized express delivery service and will be deemed given upon receipt. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. Talroo may utilize subcontractors or other third parties to perform its obligations related to these Terms or the Services so long as Talroo remains responsible for such obligations. Customer may not assign these Terms, nor its rights or obligations hereunder, by operation of law or otherwise, without Talroo’s prior written consent. Talroo may assign these Terms, and any of its rights or obligations hereunder, without Customer’s consent or notice to Customer. Any assignment in violation of the foregoing shall be null and void. Subject to the terms of this Section, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns. If any provision contained in these Terms is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of these Terms will remain in full force and effect. Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, or casualties.
Customer shall not publicly, in written or oral statements or materials, depict Talroo or the Service in a manner that could reasonably be perceived as negative, derogatory, or detrimental to the brands, name, reputation, or trademarks of Talroo or the Service; provided, however, that the foregoing shall not limit or preclude Customer’s legal rights to make purely factual statements regarding Talroo or the Service, nor limit Customer’s rights pursuant to Section 14.
During the term of this Agreement and for a period of 180 days thereafter, Advertiser shall not engage, contract with, work with, license, or permit any person, firm, or entity to represent Advertiser in any performance-based advertising relationship with any Marketplace Partner within the Talroo Advertising Network unless a previously existing contractual relationship between Advertiser and such Marketplace Partner can be demonstrated to Talroo’s reasonable satisfaction. If Advertiser fails to comply with any requirements set forth in this section, because the resulting damages will be difficult to quantify, Talroo will be entitled to liquidated damages equal to fifty percent of the gross revenues resulting from sales conducted by Advertiser in violation of this paragraph in addition to any other remedies Talroo may have at law or in equity.
Any questions or concerns about these Terms should be directed sales@talroo.com or by mail to: Talroo, 6433 Champion Grandview Way, Building II Suite 100, Austin, TX 78750
