Employer Agreement

JOBSCORE EMPLOYER TERMS OF SERVICE

These JobScore Employer Terms of Service (these “Terms”) apply to the products and services (“Services”) provided by JobScore, Inc. (“JobScore”) via jobscore.com (the “Site”).

By registering to use the Services or accessing the Services, you agree and acknowledge that you have read all of the terms and conditions of these Terms, you understand all of the terms and conditions of these Terms, and you agree to be legally bound by all of the terms and conditions of these Terms.

If you are accessing the Services in your capacity as an employee, consultant or agent of a company (or other entity), you represent that you are an employee, consultant or agent of such company (or other entity) and you have the authority to agree (and be legally bound) on behalf of such company (or other entity) to all of the terms and conditions of these Terms.

For the purpose of these Terms, you and, if applicable, such company (or other entity) constitutes “Customer” or “you”.

The (“Effective Date”) of these Terms is the date you first access any of the Services.

For purposes of these Terms, “JobScore” refers to JobScore and JobScore’s directors, officers, employees, agents, representatives, and assigns.

1. PRIVACY

Please see JobScore’s privacy policy at www.jobscore.com/agreements/privacy_policy for information about how JobScore collects, uses and discloses information about users of the Services.

2. DESCRIPTION AND ACCESS TO THE SERVICES

General

JobScore provides several service plans which can be found at http://www.jobscore.com/pricing. Each JobScore plan includes a description of the Services pursuant to such plan, the period the Services will be provided (the “Subscription Period”), the fees for the applicable Services (the “Fees”), and other terms. All terms of the JobScore plan you select are incorporated into these Terms.

Registration

In order to access the Services, you must select your preferred JobScore Plan and complete the Customer registration form provided via the Site. When registering, you agree to (a) provide accurate, truthful, current and complete information when creating an account, (b) maintain and promptly update your account information, (c) maintain the security of your account by not sharing your password with others and restricting access to your account and your computer, (d) promptly notify JobScore if you discover or otherwise suspect any security breaches related to the Site, and (e) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.

Third-Party Services

The Services may require or permit the use of certain third party products and services (“Third-Party Services”) identified on the Site. Use of any Third-Party Services is at your sole risk. Such Third-Party Services may be governed by separate terms and conditions, separate privacy policies relating data shared through Third Party Services in the course of using the Services, other applicable policies and separate fees and charges. JobScore may display content from third parties through the Services or may provide information about, links to or advertisements regarding Third-Party Services. Your interactions with any such third parties, and any terms, conditions, warranties, or representations associated with such interactions, are solely between you and the applicable third parties. JobScore is not responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such third-party information made available through the Services. If you are not able to access or use the Third-Party Services for any reason, you may not be able to use certain portions the Services.

3. USE OF THE SERVICES

License

On the condition that you comply with these Terms, JobScore hereby grants you a non-exclusive, non-transferable, revocable license to access the Services (including any JobScore Material therein) solely for the purpose of enabling you to use the Services in the manner permitted by these Terms. If JobScore, in its sole discretion, elects to provide any upgrade that replaces or supplements the original Services, this license will govern any such upgrade unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.

You agree to only use the Services and any content or information, including User Content submitted by others (defined below), you obtain through your use of the Services for your internal employment purposes and not to distribute any resumes received from JobScore to any third parties. Without limiting the generality of the foregoing, third-party recruitment firms, services and similar entities are not permitted to use the Services unless expressly authorized by you or invited by JobScore. You agree not to sell any User Content submitted by others or to contribute resumes or other User Content obtained through the Services to any other commercial resume vendor during the Term.

Data

You acknowledge and agree that JobScore may monitor, collect, use and store anonymized and/or aggregated information regarding use of the Services and/or any individuals/entities that interact with the Services (“Anonymous Usage Data”).

Support

If you elect to pay for support during registration, JobScore will use commercially reasonable efforts to provide support at the level selected by you.

Modification of the Services

JobScore may review, improve, or change the Services or any features, information, materials, or content on the Services at any time, with or without notice to you. JobScore may or discontinue (temporarily or permanently) the Services for (a) customers that are using the free version of the Services at any time, and (b) paying customers, at the end of the applicable term of the Services for which Customer has paid JobScore.

4. USER CONDUCT AND CONTENT

Prohibited Conduct

You use the Services at your own risk. You are solely responsible for your conduct (and the conduct of anyone who uses the Services on your behalf) with respect to the Services, including your interactions with other users of the Services. JobScore may, at its discretion and without liability to you, limit or prohibit your ability to interact with other users. JobScore reserves the right, but has no obligation, to monitor disputes between you and other users and to restrict (if applicable), suspend, or close your account if JobScore determines, at its discretion, you have violated or may violate these Terms. Except as expressly permitted in writing by JobScore, you will not do, and will not permit any third party to do, any of the following:

  • rent, lease, lend, sell, sublicense, monetize or create derivative works of the Services or any part of the Services;
  • modify, disclose, decompile, reverse engineer, disassemble, attempt to derive the source code, underlying ideas, or algorithms of the Services or any part of the Services;
  • remove, alter, or obscure any copyright, trademark or other proprietary rights notice or labels on or in the Services;
  • transmit or otherwise make available any data, files, software or other materials that is harmful, disruptive, or invasive, including any viruses, malware, time bombs, adware, worms, or any other unauthorized programming;
  • use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit JobScore’s other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services;
  • use the Services for any illegal or unauthorized purpose or engage in, encourage or promote any illegal activity, or any activity that violates these Terms;
  • attempt to gain unauthorized access to the Services or related systems or networks;
  • use the Services to store or transmit infringing, libelous or otherwise unlawful or tortious material, or to store or transmit material in violation of the rights of JobScore or any third party;
  • access or collect information from the Site through any automated means, whether through robots, spiders, web crawlers, scripts or otherwise;
  • impersonate another person by using a name, likeness or background information that is not your own, misrepresent your affiliation with a person or entity, or otherwise publish inaccurate information about yourself;
  • transmit unsolicited or unauthorized advertising, promotions, political campaigning, or other unsolicited or unauthorized communications;
  • build a competitive product or service, or copy any features or functions of the Services;
  • disclose to any third party any performance information or analysis relating to the Services; or
  • cause or permit any third party to do any of the foregoing.

If you violate (or are alleged to have violated) any of the foregoing restrictions, your license to use the Services will immediately and automatically terminate, and you may have infringed the rights of JobScore. Further, you recognize that JobScore is not responsible for the misuse or misappropriation of any User Content by a third party, including other users of the Services.

User Content

The Services may include interactive areas or services, such as forums, chat rooms, message boards, online hosting, storage services, or other areas or services, in which you or other users may create, post, or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code, or other items or materials (“User Content”). User Content includes (without limitation) recorded snippet and interview recordings, interview feedback, reviews, interview-related ratings, blog articles, and forum entries, contributions and updates from interviewers. User Content is publicly available and may be viewed and shared by other users of the Services. JobScore reserves the right, but does not have the obligation, to remove, screen, or edit any User Content posted or stored on the Services at any time and for any reason without notice. You will not (and will not allow or authorize any third party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through the Services any User Content that:

  • is illegal or fraudulent or that would encourage, solicit, foster, glorify or provide instructions for any criminal or civil offense;
  • may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, to any animal or to any property;
  • is obscene, pornographic, indecent or sexually explicit;
  • depicts graphic, excessive or gratuitous violence, or make any threats to commit violent acts;
  • is derogatory, demeaning, inflammatory, malicious, defamatory, abusive, offensive, hateful, harassing, humiliating to other people (publicly or otherwise), libelous or otherwise objectionable;
  • you do not have a right to make available under any law or under contractual or fiduciary relationships you know is untruthful;
  • references any third-party products or services, including names of your current or former employers, customers or clients; or
  • infringes, misappropriates or violates the intellectual property or proprietary rights of others (including, but not limited to, rights of privacy, rights of publicity, confidentiality rights and trade secret rights).

By submitting or posting User Content, you hereby grant to JobScore a non-exclusive, transferable, royalty-free, perpetual, irrevocable, sublicensable right to use, reproduce, modify, adapt, publish, translate, sell, create derivative works from, distribute, perform, and display your User Content in connection with the Service. In addition, you grant to JobScore the non-exclusive and perpetual right to use your User Content in an anonymized or aggregated form for any lawful purpose.

You are solely responsible for creating backup copies of and replacing your User Content at your sole cost and expense.

You may request that JobScore remove User Content that you post by following the instructions in the Services or by emailing JobScore at support@jobscore.com.

As between JobScore and you and subject to the grants in these Terms, you own all right, title and interest in and to the User Content you post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through the Services any and all intellectual property rights embodied in such User Content.

In addition, once a resume provided or received by you through the Services is no longer under active consideration for a job or the corresponding job has been filled, as determined by JobScore in its sole discretion and only as long as you have not turned off resume sharing (which you may do at any time), JobScore may then sell, provide, and otherwise distribute such resume and any corresponding User Content to JobScore’s other customers subject to and in accordance with JobScore’s privacy policy.

5. VIEWERS OF CONTENT

All users of JobScore’s Services who view content from other users, including, but not limited to, content regarding a user’s character, general reputation, personal characteristics, or mode of living, represent and agree that they are prospective employers and acknowledge and agree that JobScore is making such content available to them only for the purpose of procuring an employee or procuring an opportunity for a natural person to work for the prospective employer. Such user/prospective employer affirms that the information is provided for and that such user/prospective employer will not use such content for any purpose other than those outlined above.

6. FEES AND PAYMENT TERMS

Fees

The Fees and payment frequency are set forth during Registration. All payments must be made: (a) in U.S. Dollars; and (b)  by credit/debit card via an authorized JobScore payment processor. You (i) authorize JobScore (or its authorized payment processor) to charge the credit/debit card number provided to JobScore for the initial and any renewal Subscription Periods or any other products or services chosen by you or your representatives through an online ordering process, and (ii) represent and warrant that you are authorized to use and have fees charged to the credit/debit card number provided to JobScore. You understand that in the event a credit/debit card transaction is not accepted by such processor, the Services may be shut off immediately. You also authorize JobScore to accept payment by credit card in the event you provide your credit card number to JobScore by telephone or other means.

Interest and Taxes

Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full. You will be responsible for, and will pay all sales and similar taxes, all license fees and similar fees levied upon the provision of the Services provided under these Terms excluding taxes based solely on JobScore’s net income. You will indemnify and hold JobScore harmless from and against any and all such taxes and related amounts levied upon the provision of the Services and any costs associated with the collection or withholding thereof, including penalties and interest.

Credits

Certain aspects of the Services may be acquired using credits. You may purchase a limited, personal, non-transferable, non-sublicensable, revocable license to use credits through your administrative console (“Purchased Credits”) or JobScore may award you a limited, personal, non-transferable, non-sublicensable, revocable license to use credits subject to certain additional restrictions (“Free Credits”).

Free Credits expire within 90 days of being awarded.

JobScore may manage, regulate, control, modify or eliminate credits at any time, with or without notice. JobScore shall have no liability to you or any third party in the event that JobScore exercises any such rights.

The transfer of credits is prohibited except where expressly authorized by JobScore. Other than as expressly authorized by JobScore, you agree not to sell, redeem or otherwise transfer credits to any person or entity.

ALL PURCHASES AND REDEMPTIONS OF CREDITS MADE THROUGH THE SERVICES ARE FINAL AND NON-REFUNDABLE. CREDITS HAVE NO MONETARY VALUE AND ARE NOT REDEEMABLE FOR CASH, REGARDLESS OF HOW YOU ACQUIRED THOSE CREDITS.

Reward Fees

The Services may include functionality for you and other JobScore customers to offer a reward or referral fee to or from third parties (“Rewards”). JobScore does not guarantee or assume any liability for any Rewards offered by JobScore customers. You acknowledge that you and any applicable third parties are solely responsible for the payment and collection of Rewards.

If you have a dispute with one or more JobScore customers related to Rewards, you release JobScore from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any such disputes.

7. TERM, TERMINATION AND EFFECTS OF TERMINATION

Term and Termination

Unless terminated earlier as permitted below, the term of these Terms will be for the Subscription Period, and thereafter, these Terms will automatically renew for additional periods equivalent in length to the initial Subscription Period, unless either party gives notice of your desire to not renew prior to the end of the applicable Term. Either party may terminate these Terms, for cause, if the other party breaches these Terms and does not remedy such failure within 10 days (except nonpayment by you, in which case JobScore may terminate these Terms immediately) after JobScore’s receipt of written notice of such breach. Further, if you have not paid JobScore for the use of the Services, JobScore may terminate these Terms for convenience by providing written notice to you.

Suspension or Termination

JobScore may suspend your license to access or use the Services or terminate these Terms at any time, with or without cause, immediately upon notice to you. JobScore reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Services during suspension or after termination, including if you create a new account. JobScore may recover its reasonable attorneys’ fees and court costs from you for such actions. These Terms will remain enforceable against you while your license to access or use the Services is suspended.

Effect of Termination

Upon any termination of these Terms (a) all rights and licenses granted to you under these Terms will immediately cease, and (b) you will immediately pay to JobScore all amounts due and payable up to the effective date of termination of these Terms. Notwithstanding any terms to the contrary in these Terms, this sentence and Sections 5, 6 (Fees and Interest and Taxes, 9, 10, and 12-17 will survive any termination of these Terms. Upon termination of these Terms by you and if you have paid to use the Services, JobScore will use commercially reasonable efforts to send to you a copy of resumes uploaded to the Services by you, in a format determined by JobScore, within the later of 30 days after such termination. Any additional data, information, and format requests by you may be provided by JobScore at its then-current professional services fees. JobScore will continue to have the right, after any termination of the Terms, to use User Content in accordance with these Terms. If you previously received or purchased a resume or corresponding content via the Services, you will be permitted to continue to use the foregoing outside of the Services after termination.

8. COPYRIGHT POLICY

Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, JobScore has adopted a policy of terminating, in appropriate circumstances and at JobScore’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. JobScore may also at its sole discretion limit access to the Services or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Copyright Complaints

If you believe that anything on the Services infringes upon any copyright that you own or control, you may file a notification with JobScore’s Designated Agent as set forth below:

  • Designated Agent: Legal Department
  • Address of Designated Agent: 560 Mission Street, Suite 1394 San Francisco, CA 94105
  • Email Address of Designated Agent: legal@jobscore.com
  • Fax Number of Designated Agent: +1 415-484-7818
  • Phone number of Designated Agent: +1 904-9900

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys’ fees, incurred by JobScore or the alleged infringer as the result of JobScore relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

9. FEEDBACK

Any suggestions, comments or other feedback you provide regarding JobScore or the Services (collectively “Feedback”) will constitute JobScore’s confidential information. JobScore is free to use, disclose, reproduce, license, distribute, and exploit such Feedback as JobScore sees fit without obligation or restriction of any kind.

10. INTELLECTUAL PROPERTY

JobScore reserves all rights not expressly granted in these Terms. Except for the licenses expressly granted in these Terms and as between you and JobScore owns all right, title and interest in and to (a) the Services, (b) JobScore’s trademarks, JobScore’s logos, and any other JobScore product, service name, or slogan included in the Services, (c) the Feedback, (d) the Anonymous Usage Data, (e) all information, materials, and content (including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms, and other content) of the Services, and (f) any and all intellectual property rights embodied therein or related thereto (collectively, the “JobScore Material”). you are not granted any rights in or to the Services by implication, estoppel, or other legal theory, and all rights in and to the Services not expressly granted in these Terms are hereby reserved and retained by JobScore.

All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services (“Third-Party Trademarks”) are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of such Third-Party Trademarks is intended to denote interoperability and does not constitute an affiliation by JobScore and its licensors with such company or an endorsement or approval by such company of JobScore or its licensors or their respective products or services. You grant JobScore a limited, non-exclusive right to upload, use, and modify the Trademarks, logos, and the like (“Your Marks”) to “skin” your instance of the Services with Your Marks. You may also use the Services to modify the Marks as necessary to provide the Service.

11. HYPERLINKS

You are granted a limited, non-exclusive right to create a text hyperlink to the services, provided such link does not portray JobScore or the Services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use any of JobScore’s trademarks or other proprietary graphic of company to link to the services without JobScore’s permission. Further, you may not use, frame or utilize framing techniques to enclose any JobScore trademark, logo or other proprietary information, including the JobScore Materials or the content of any text or the layout/design of any page or form on the Services without JobScore’s permission. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or other proprietary right of JobScore or any third party.

12. DISCLAIMERS

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. JOBSCORE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, THE SERVICE, GIFTS, THE JOBSCORE MATERIAL, AND THIRD PARTY TRADEMARKS WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT JOBSCORE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE), AND WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. JOBSCORE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. JOBSCORE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF ANY USERS OF THE SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THEIR USE OF THE SERVICES AND THEREFORE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF ANY USER’S IDENTITY OR INFORMATION BY OTHERS.

13. INDEMNIFICATION

At your sole expense, you will defend, indemnify and hold harmless JobScore from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) caused by, arising out of or resulting from (a) your use of the Services or the use of the Services by a third party accessing your account, including any infringement of rights of third parties, or (b) your breach of these Terms.

14. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JOBSCORE BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO (A) THESE TERMS; (B) THE JOBSCORE MATERIAL; OR (C) THE SERVICES, INCLUDING, BUT NOT LIMITED TO, REWARDS AND THE CONDUCT OF ANY THIRD PARTY ON THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED, OR EMOTIONAL DISTRESS), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF JOBSCORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JOBSCORE’S TOTAL LIABILITY EXCEED THE GREATER OF US$100 OR THE AMOUNT YOU PAID TO JOBSCORE DURING THE SUBSCRIPTION PERIOD WITHIN WHICH THE DAMAGES AROSE. Some jurisdictions do not allow the limitation or exclusion of liability. Accordingly, some of the limitations of this section may not apply to you.

15. ARBITRATION

PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE THEY REQUIRE YOU AND JobScore TO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.

You and JobScore will arbitrate any dispute, claim, or controversy arising from or related to these Terms or the Services, except that you nor JobScore is required to arbitrate any dispute in which either party seeks equitable and/or other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade names, or patents. ARBITRATION PREVENTS YOU AND JobScore FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. Arbitration will be conducted confidentially in San Francisco, California, by a single arbitrator in accordance with the rules of JAMS (or its successor). Except as expressly provided in these Terms, the arbitrator has the authority to grant any remedy that would otherwise be available in court. The arbitrator will render a written opinion including findings of fact and law, and the award and determination of the arbitrator will bind the parties and will not be subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. The parties will equally share the expenses of the arbitration unless the arbitrator determines to apportion fees and expenses differently. To the fullest extent permitted by applicable law, Whether the dispute is heard in arbitration or in court, NO ARBITRATION OR CLAIM UNDER THESE TERMS WILL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NEITHER YOU NOR JobScore will commence against the other a class action, class ARBITRATION, or other representative action or proceeding.

You can choose to reject this agreement to arbitrate (“opt out”) by sending JobScore a written opt-out notice (the “Opt-Out Notice”) to support@jobscore.com within 30 days after the date you accept these Terms for the first time. The Opt-Out Notice must state that you do not agree to this agreement to arbitrate and must include your name, address, phone number, and email address. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt-out of this agreement to arbitrate. If you opt-out of this agreement to arbitrate, all other parts of these Terms will continue to apply.

16. MISCELLANEOUS

Venue; Governing Law

The state and federal courts located in Santa Clara County, California, will have exclusive jurisdiction over any suit in connection with the Services or these Terms that is not subject to arbitration, and you and JobScore hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. These Terms and your access to or use of the Services will be governed by, construed in accordance with, and enforced under the laws of the State of California without resort to its conflict of law provisions. If a party initiates any proceeding regarding these Terms, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.

Assignment

You may not assign, delegate or transfer these Terms or any right, title, interest or obligation hereunder without the prior written consent of JobScore. Any attempted or purported assignment, delegation or transfer in violation of the foregoing will be null and void and without effect. JobScore may assign these Terms without your prior written consent. These Terms will be binding and inure to the benefit of such assignees, transferees and other successors in interest of the parties in the event of an assignment or other transfer made consistent with the provisions of these Terms.

Electronic Communications

You agree to receive electronically all current and future notices, disclosures, communications and information and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.

Publicity and Press Release

You consent to JobScore’s use of your name and logo on the Site and JobScore’s marketing materials identifying you as a user of the Services, and you agree that JobScore may issue a press release identifying you as a user of the Services.

Force Majeure

Except for payments due under these Terms, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service (including, hosting services) by any service providers being used by JobScore, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party (a “Force Majeure Event”).

Interpretation

As used in these Terms, “including” means “including (without limitation).” Headings of sections are for convenience only and will not be used to limit or construe such sections. JobScore’s failure to enforce to insist upon or enforce strict performance of these Terms will not be construed as a waiver of any provision of these Terms or of JobScore’s right to enforce these Terms.

Severability

If any provision of these Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

Changes

JobScore reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of JobScore referenced herein) at any time and in its sole discretion. If JobScore makes changes to these Terms, JobScore will provide notice of such changes, such as by sending you a notification, by providing notice through the Services, and/or by updating the “Last Revised” date at the top of these Terms and posting the revised Terms. Your continued use of any of the Services will constitute your acceptance of such changes or modifications. Therefore, you should review these Terms whenever you access the Services to make sure that you understand the terms and conditions that will apply to your use of the Services.

Export

You agree to comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to assure that neither the Services nor any direct product thereof are exported or used, directly or indirectly, in violation of Export Laws. You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom JobScore is legally prohibited to provide the Services.

17. QUESTIONS

If you have any questions regarding the use of the Services, please email JobScore at support@jobscore.com.

Effective Date September 04, 2015