These terms and conditions govern the fair use of any Services which may be provided by Careerwiki ("Careerwiki") to you (the "Licensee") from time to time pursuant to one or more License Agreements (as defined below). These terms and conditions will also retroactively govern the fair use of any services provided in good faith to the Licensee prior to the execution, or following the expiration of, the applicable License Agreement. Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the applicable License Agreement. Notwithstanding any other provision of these terms and conditions, in the event of any conflict or inconsistency between the terms hereof and the terms of a License Agreement, the terms of the License Agreement shall prevail, control and apply. The Services and related materials offered by Careerwiki to the Licensee and its users are conditioned on the Licensee’s acceptance without modification of, and are at all times subject to, the terms and conditions contained herein and in the applicable License Agreement. The Licensee’s use of the Services indicates its acceptance and affirmation of these terms and conditions and the terms of the applicable License Agreement.
2. License Agreement(s)
The Licensee will from time to time enter into one or more License Agreements with Careerwiki (each, as amended, supplemented or replaced from time to time, a "License Agreement") for specific Services offered by Careerwiki. Each License Agreement will more particularly describe and govern the Services and related materials to be provided by Careerwiki to the Licensee pursuant to the terms hereof and thereof. The Licensee hereby acknowledges that from time to time Careerwiki may modify the specific Services and delivery schedules of the Services (as opposed to materially changing the nature of the Services) to be provided without prior notice, and Careerwiki shall not be held liable in any way by the Licensee for such changes. Furthermore, the Licensee acknowledges that this License Agreement relates to the Services and any upgrades or modifications to the Services in the ordinary course. If Careerwiki introduces new services, modules or products during the Term, use of such services, modules or products by the Licensee will require entry into a separate License Agreement. If any portions of the Services are being provided to the Licensee on a “free” or “trial” basis, Careerwiki reserves the right to suspend access to such free or trial Services at any time. Careerwiki shall use commercially reasonable efforts to provide the Services at all times during the Term (subject to normal maintenance or similar down time); provided, however, that any failure to deliver all or a portion of the Services shall not be considered a breach of these terms and conditions or the applicable License Agreement, or entitle the Licensee to any refund of subscription fees.
3. User Information and Restrictions
In consideration of the Licensee’s use of the Services, the Licensee agrees to (a) provide accurate, current and complete registration information on all users and (b) maintain and update this information to keep it accurate, current and complete. Access to the Services is restricted to registered users, using their respective usernames and passwords. Each individual user must enroll separately and complete his or her own registration, unless otherwise agreed to by Careerwiki. The use rights granted under any License Agreement are for the sole benefit of the Licensee and its authorized users, shall be non-transferable and non-assignable, and are not to be, directly or indirectly, sub-licensed in any way. The Licensee also agrees to promptly inform Careerwiki of any circumstances (including but not limited to loss of username and password information, or termination of an employee with knowledge of such information) which make unauthorized use of the Services likely or possible, in order to permit such information to be changed.
Careerwiki reserves the right to use any reasonable methods to monitor the Licensee’s use of the Services to ensure compliance with these terms and conditions and any License Agreement and prevent fraudulent use. Careerwiki reserves the right to limit access to the Services in any reasonable manner. The use of automated methods of retrieving data, including, but not limited to, the use of “bots,” “snakes”, "crawlers" or “spiders,” is prohibited. If monitoring indicates that the Licensee is not in compliance with these terms and conditions or the applicable License Agreement or if fraudulent activity is suspected, Careerwiki reserves the right to take such action as it deems necessary, including, but not limited to, suspension or termination of the Licensee’s subscription.
4. Copyrights and Other Proprietary Rights; Limitations on Use; Confidentiality
The Services and content of Telecom.Careerwiki.com and Careerwiki Telecom are the property of Careerwiki, its licensors and third parties and are protected by copyright and other intellectual property laws. The Services are licensed for the Licensee’s internal use only, and the Licensee acknowledges and agrees that all right, title and interest in and to the Services and the contents thereof shall remain solely the property of Careerwiki. In no case is the ownership of any of the content, data or information transferred to the Licensee. Content obtained through the Services may be displayed, downloaded, reformatted and printed for the Licensee’s business purposes only to the extent that such displaying, downloading, reformatting and printing is consistent with the provisions of these terms and conditions and the applicable License Agreement. Information accessible through the Services includes proprietary data from Careerwiki as well as data obtained from other third party sources believed to be reliable (collectively, all such Careerwiki data and third party data is referred to as the "Information"). The Licensee will not provide, reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate, whether in written form, electronically, orally or otherwise, Information or other Services to others, whether directly in any media or indirectly through incorporation in a database, list, report or otherwise, or use or permit the use of Information to generate any statistical or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); use or permit the use of Information to prepare any comparison to other information or databases that are or will be provided to third parties; or voluntarily produce Information in legal proceedings, without the express written consent of Careerwiki, except as permitted under the applicable License Agreement, and then any such information must be accompanied by the following attribution:
© Careerwiki 2016
Reprinted with the permission of Careerwiki
All rights reserved.
Without limiting the foregoing, except to the extent permitted under the applicable License Agreement, the Licensee is prohibited from using or extracting any portion of the Services (a) for publication or distribution on the Licensee’s Intranet; (b) to provide online or similar database services to a third party; (c) to provide any services or products that may compete with the Services or any other Careerwiki products or services; or (d) in such a manner as to result in the displacement of an existing Careerwiki sale or subscription, or loss of a potential Careerwiki sale or subscription.
The Information contains proprietary, copyrighted works of Careerwiki and its affiliates, including: (a) works of original authorship, including compiled Information containing Careerwiki’s or its affiliates’ selection, arrangement, coordination and expression of such Information or pre-existing material it has created, gathered or assembled; (b) trade secret and other confidential information, including information that derives value or potential value from not being readily known or available; and (c) information that has been created, developed and maintained by Careerwiki or its affiliates at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm Careerwiki or its affiliates or reduce Careerwiki’s or its affiliates’ incentive to create, develop and maintain such information. The Licensee will not commit or permit any act or omission that would contest or impair Careerwiki’s or any affiliate’s proprietary and intellectual property rights in the Information or that would cause the Information to infringe the proprietary or intellectual property rights of a third party. All copies of the Information maintained by the Licensee will include the Careerwiki attribution set forth above.
The Licensee will not use any trademark, service mark or trade name of Careerwiki or any of Careerwiki’s affiliated companies or publish any press releases or make any other announcement, whether in written form, electronically, orally or otherwise, regarding these terms and conditions or any License Agreement, without the prior written approval of Careerwiki.
The Licensee shall implement and maintain security measures with respect to the Information in the Licensee’s possession that effectively restrict access to the Information only to authorized users with a need to know, and protect the Information from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those the Licensee employs to safeguard its most confidential information. In the event of an actual or suspected breach of such security measures, the Licensee shall notify Careerwiki within 24 hours. The Licensee agrees that it will not disclose or permit the disclosure to third parties of fees, rates, effective discounts, and user and usage information pertaining to these terms and conditions, any License Agreement or any Services, except as otherwise permitted in writing by Careerwiki or under the License Agreement. The Licensee shall ensure that all authorized users and other recipients of Information are informed of the confidential nature of the Information (which for purposes of this paragraph, includes such fee, rate, effective discount and user and usage information) and shall ensure that they agree to act in accordance with these terms and conditions and the applicable License Agreement. The Licensee shall be responsible for any breach of these terms and conditions or any License Agreement by any party who has received Information through the Licensee, and the Licensee agrees, at its sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain any such party from prohibited or unauthorized disclosure or use of the Information.
Upon the expiration of any License Agreement (upon termination, non-renewal or otherwise), the Licensee agrees that it will not, subsequent to such date, use the Services, or the data and information contained therein, obtained under such License Agreement, or any materials or information derived from such Services, in its business or the business of any of its divisions in any way, and that it will destroy all copies of content obtained from such Services (including hard copies and electronic copies) and, upon request by Careerwiki, certify in writing to Careerwiki that all copies of the Careerwiki data have been destroyed and are not being used in any capacity.
Careerwiki represents and warrants to the Licensee that, to Careerwiki’s knowledge, the Information, when used in accordance with these terms and conditions and the applicable License Agreement, does not violate any existing U.S. copyrights, patents, trademarks or other intellectual property rights of any third party, as of the date such Information is delivered by Careerwiki to the Licensee or any of its users. The foregoing warranty does not apply to the extent that the Licensee modifies the Information in any way or combines the Information with material from third parties.
In consideration for use of the Services, the Licensee shall pay Careerwiki the subscription fees set forth in the applicable License Agreement. The Licensee will be responsible for promptly paying or depositing on account all fees relating to its use of the Services. The Licensee’s access to the Services may be suspended or terminated for nonpayment of fees. All fees and charges hereunder are exclusive of any direct taxes. The Licensee will be responsible for any Federal, state or local sales, use, property or other similar taxes imposed on any transaction hereunder, whether such taxes are included in invoices from Careerwiki or otherwise. Careerwiki will be responsible for any tax imposed on any gross receipts, income and net worth or the like.
In addition to any other provisions of these terms and conditions or any License Agreement, either party may terminate these terms and conditions and each License Agreement immediately without prior notice to the other party (a) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceeding or any proceedings for the settlement of the party’s debts; (b) upon the other party’s making an assignment of substantially all of its assets for the benefit of creditors; or (c) upon the other party’s dissolution or cessation of business.
Either party may also terminate these terms and conditions and each License Agreement in the event of a breach of any material representation or warranty of the other party made in these terms and conditions or any License Agreement, or if the other party fails to perform any of its material obligations or undertakings hereunder, and fails to remedy such breach or failure within thirty (30) days after being notified in writing by the non-breaching party of such breach or failure.
The provisions set forth in Sections 4, 7 and 10 of these terms and conditions will survive the termination of these terms and conditions.
7. Disclaimer of Warranties; Limitation of Liability; Indemnification
The Information includes proprietary data from Careerwiki as well as data obtained from other third party sources believed to be reliable. Although Careerwiki and its affiliates use procedures to keep their respective databases current and to promote data accuracy, the Licensee acknowledges that the Information may be incorrect due to delays, omissions or inaccuracies. Careerwiki does not guarantee the accuracy, completeness, timeliness or correct sequencing of the Information, nor do the providers of any third party Information or any parties transmitting the Information. The Licensee agrees that neither Careerwiki, nor any other information providers nor any transmitters of the Information shall have any liability, contingent or otherwise, for any inaccuracy, incompleteness, lack of timeliness or incorrect sequencing of any Information, or for any decision made or action taken by the Licensee in reliance upon the Information or the Services, or for any interruption of any data, information or aspect of the Services.
No part of the Information shall constitute a statement of fact or a recommendation to purchase, sell or hold any securities or other property, and neither the Licensee nor any of its employees, stockholders, partners, representatives or other affiliates shall rely on any of the Information in making any such investment or other decision. The Licensee is solely responsible for the adequacy and accuracy of the Information used by the Licensee and the resultant output and reports thereof and/or actions or inactions taken in reliance thereon.
Careerwiki’s web site and the Services are provided for your internal use only and may not be copied or redistributed for any reason. This Information is provided on an “as is” and “as available” basis, without warranty of any kind. The Information is the intellectual property of Careerwiki or its information providers. Careerwiki, on behalf of itself and any third party information providers, disclaims all express and implied warranties, including warranties of accuracy, completeness, currentness, merchantability, satisfactory quality or fitness for a particular purpose. You are expressly prohibited from using the Information as a factor in establishing an individual's eligibility for (I) credit or insurance to be used primarily for personal, family or household purposes, or (II) employment.
Neither Careerwiki nor any third party information provider will be liable for any damages, including indirect, incidental, special or consequential damages or damages for loss of use, data, profits, revenue, or business opportunities, or failure to achieve cost savings, incurred by the Licensee or any third party, whether in an action in contract or tort or otherwise, even if the Licensee or any other person has been advised of the possibility of such loss, cost or damages, arising out of or in connection with any License Agreement or these terms and conditions.
The Licensee acknowledges that it is the Licensee’s responsibility to perform any scanning or other anti-virus precautions as the Licensee deems necessary. Under no circumstances will Careerwiki be responsible for any loss or damage caused by any Information or other materials downloaded from Careerwiki, and the Licensee assumes full responsibility for all costs associated with all necessary servicing or repairs of any equipment or data the Licensee uses in connection with the Services.
As a condition of the use of the Services, the Licensee, on behalf of itself and each of the Licensee’s users, agrees to indemnify and hold harmless Careerwiki and its affiliates and their respective partners, members, managers, directors, officers, agents, consultants, employees and agents, as well as Careerwiki’s licensors and third party providers, from and against any and all liabilities, expenses (including reasonable attorneys’ fees and costs of investigation) and damages arising out of claims resulting from the Licensee’s (or any of the Licensee’s users’) use of the Services, including without limitation any claims alleging facts that if true would constitute a breach by the Licensee or any of its users of these terms and conditions or the applicable License Agreement.
To the extent permitted by applicable law, the Licensee agrees that the liability of Careerwiki, its agents and licensors, if any, arising out of any kind of legal claim in any way connected with any License Agreement or the Services provided pursuant to any License Agreement, regardless of the cause of the loss or injury and regardless of the legal right claimed to have been violated, shall not exceed the aggregate fees and charges paid by the Licensee to Careerwiki during the twelve month period immediately preceding the date on which the relevant claim accrued. The Licensee acknowledges and agrees that the foregoing limitations on liability are an essential part of the consideration bargained for hereunder and under any License Agreement.
Third parties (including affiliates of Careerwiki) that provide information, software or services to Careerwiki or its affiliates for use in providing the Services are intended third party beneficiaries of this Section 7.
8. Links from the www.Careerwiki.com Web Site to Third Party Web Sites
The Licensee acknowledges and agrees that Careerwiki and any of its web site affiliates, partners or third party information providers have no responsibility for the accuracy or availability of information provided by web sites to which any of them provide links. Links to external web sites do not constitute an endorsement by Careerwiki, or its web site affiliates, partners or third party information providers, of the sponsors of such sites or the content, products, advertising or other materials presented on such web sites.
9. Acquisition of Other Careerwiki Subscribers
The Licensee hereby agrees that in the event that it acquires, directly or indirectly, whether through a merger, other business combination, stock purchase, asset purchase or otherwise, all or a portion of the business (the “Business”) of another Careerwiki Subscriber (as defined below), such Business (whether as a subsidiary, division or separate entity or otherwise following consummation of such acquisition), following the acquisition, shall not be entitled or permitted to benefit in any way from any Services which Careerwiki may be providing to the Licensee pursuant to the terms of any License Agreement in effect with the Licensee at the time of the consummation of such acquisition. For purposes hereof, “Careerwiki Subscriber” means any entity that, at any time within the 9-month period prior to the consummation of the acquisition of all or a portion of the Business, had a license agreement or other agreement or arrangement with Careerwiki, which entitled it to receive or benefit from services offered by Careerwiki.
10. Governing Law; Venue; Specific Performance
These terms and conditions and any License Agreement and performance hereunder or thereunder will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws provisions thereof. If Careerwiki retains any third party to obtain any remedy to which it is entitled under any License Agreement or these terms and conditions, Careerwiki shall be entitled to recover all costs, including attorneys’ fees or collection agency commissions. Any claims arising out of these terms or conditions or any License Agreement must be brought in a state or federal court located in the City of New York. Each party hereby waives on behalf of itself and its successors and assigns any and all right to argue that the choice of forum provision is or has become unreasonable in any legal proceeding. Each of Careerwiki and the Licensee waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of these terms and conditions or any License Agreement.
The Licensee acknowledges and agrees, on its behalf and on behalf of its users, that it would be difficult to measure damage to Careerwiki from any breach by the Licensee or any of its users of the promises set forth herein, that any such breach may cause irreparable harm to Careerwiki and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, the Licensee agrees, on its behalf and on behalf of its users, that, upon any breach, or threat thereof, of these terms and conditions or any License Agreement by the Licensee or any of its users, Careerwiki shall be entitled to appropriate equitable relief, including injunctions, without the posting of a bond, in addition to whatever remedies it may have at law.
11. Entire Agreement; Amendment and Waiver; Severability
All prior agreements, both oral and written, between the parties on the matters contained in these terms and conditions are expressly cancelled and superseded by these terms and conditions, except to the extent that a License Agreement remains in effect. In no event shall any terms or conditions included on any form of purchase order or similar document provided by the Licensee apply to the relationship between Careerwiki and the Licensee hereunder, unless such terms are expressly agreed to by the parties in writing. Any amendments of or waivers relating to these terms and conditions or any License Agreement must be in writing signed by both parties. No waiver by either party of any breach of any provision of these terms and conditions or any License Agreement shall be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of these terms and conditions or any License Agreement. The failure of either party to enforce or seek enforcement of the terms of these terms and conditions or any License Agreement following any breach shall not be construed as a waiver of such breach. If any provision of these terms and conditions or any License Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.
All notices, requests, demands, consents, directions or other communications provided for under these terms and conditions or any License Agreement shall be in writing and be either delivered by courier (e.g., messenger or overnight delivery), delivered by facsimile transmission (“fax”), with confirmed electronic receipt, delivered by email, or sent by means of U.S. certified mail, return receipt requested; if to Careerwiki, at Careerwiki, 45 Broadway, Suite 1420, New York, NY 10006, Attn: General Counsel, Fax: 212-825-1440, and if to the Licensee to the contact address set forth on the signature page of the relevant License Agreement(s) (or, in each such case, to such other address as may be designated by a party in a written notice to the other party). All notices shall, if mailed, be deemed effective two (2) business days after the date deposited in the mail, if emailed, on the date sent, if faxed, on the date receipt of such fax is so confirmed, and, if delivered by courier, on the date delivered.
Neither the Licensee nor Careerwiki shall be, or shall hold itself out as, the agent of the other under these terms and conditions or any License Agreement. No third party shall be deemed to have any privity of contract or direct contractual or other relationship with Careerwiki by virtue of these terms and conditions or any License Agreement or Careerwiki’s delivery of the Services to the Licensee hereunder or thereunder. Likewise, no supplier of any Information included in the Services by Careerwiki shall be deemed to have any privity of contract or direct contractual or other relationship with the Licensee by virtue of these terms and conditions or any License Agreement. Nothing contained herein shall be deemed to create, and the parties do not intend to create, any relationship of partners, joint venturers or agents, as between Careerwiki and the Licensee, and neither party is authorized to or shall act toward third parties or the public in any manner which would indicate any such relationship with the other.
These terms and conditions bind and inure to the benefit of the parties and their successors and permitted assigns, except that neither party may assign these terms and conditions without the prior written consent of the other party; provided, however, that Careerwiki may assign these terms and conditions and any License Agreement to an affiliate or in connection with a merger or consolidation involving Careerwiki (so long as the assignment is to the newly merged or consolidated entity) or the sale of all or substantially all of Careerwiki’s assets (so long as the assignment is to the acquirer of such assets).
The titles and headings of the sections in these terms and conditions and any License Agreement are for convenience only and shall not in any way affect the interpretation of the terms and conditions or any License Agreement.
The Licensee’s use of the Information must in all cases comply with all applicable laws and regulations.