Effective Date: April 6, 2016
The Employer Products are proprietary to Bold and are protected by intellectual property laws and international intellectual property treaties. If there are any inconsistencies between these Employer Terms and Bold's Terms, Employer Terms shall control.
Bold and Employer agree that the Employer Terms apply to and govern each Order made by the Employer ("Order") and the services described in each Order.
(A) Bold will provide Employer with the opportunity to (i) post jobs, (ii) find Job Seekers, (iii) review job seekers (defined herein) resumes and profiles, (iv) collect and filter job seeker applications and (v) contact job seekers via text message or email ("Services").
(B) Employer and Bold agree that Bold will provide Employer with the Services described in each Order as applicable, for the service period(s) specified in, or to the extent otherwise provided in, such Order. The Services may be provided, as applicable, to the various tools and sites and may involve Bold using or making available to Employer certain software and other tools owned by or licensed to Bold ("Platform").
(C) In connection with purchasing the Services, Employer will be responsible for obtaining and maintaining at its expense all computer hardware, software and communications equipment and connections required for Employers to access the Employer Product Site and to access and use the applicable Services.
(D) Employer and Bold agree that Bold will be authorized to distribute notices of job openings ("Job Post") on their behalf to third party sites and with third party recruitment service providers ("Job Posters"). Employer agrees that, by virtue of Bold's distribution of a Job Post on a third party site or with a ("Job Poster"). Employer shall be bound by the applicable terms and conditions of use of the third party site or service.
2. Job Postings and Employer Conduct
A notice of a job opening or Job Post may not contain:
(A) Any hyperlinks, other than those specifically authorized by Bold.
(B) Misleading, unreadable, or "hidden" keywords, repeated keywords or keywords that are irrelevant to the job opportunity being presented, as determined in Bold's reasonable discretion.
(C) The names, logos or trademarks of unaffiliated companies (other than the case of Employers that are customers of recruiters) save where expressly agreed by Bold.
(D) The names of colleges, cities, states, towns or countries that are unrelated to the posting;
(E) More than one job or job description, more than one location, or more than one job category, unless the product so allows.
(F) Inaccurate, false, or misleading information.
(G) Material or links to material that exploits people in a sexual, violent or other manner, or solicits personal information from anyone under 18 without parental/guardian approval.
Bold reserves the right to monitor Employers use of the Services and the Platform and suspend or terminate Employers use and access of the Services and Platform if in Bold’s discretion they believe the Employer is abusing the Services or Platform and the Employers conduct is deemed detrimental to the purpose of the Bold and its Employer Products.
3. Restrictions on job posting
Employer will not use the Employer Products to:
(A) Post jobs in a manner that does not comply with applicable local, national and international laws, including but not limited to laws relating to labor and employment, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, and intellectual property.
(B) Post jobs or other advertisements for competitors of Bold or post jobs or other content that contains links to any site competitive with Bold.
(C) Sell, promote or advertise products or services.
(D) Post any franchise, pyramid scheme, "club membership", distributorship, multi-level marketing opportunity, or sales representative agency arrangement.
(E) Post any business opportunity that requires an up front or periodic payment or requires recruitment of other members, sub-distributors or sub-agents.
(F) Post any business opportunity that pays commission only unless the posting clearly states that the available job pays commission only and clearly describes the product or service that the job seeker would be selling (e.g. server, sales person).
(G) Post jobs on any Bold Site for modeling, acting, talent or entertainment agencies or talent scouting positions.
(H) Advertise sexual services or seek Job Seekers for jobs of a sexual nature.
(I) Request the use of human body parts or the donation of human parts, including, without limitation, reproductive services such as egg donation and surrogacy;
(J) Except where allowed by applicable law, post jobs which require the applicant to provide information relating to his/her (i) racial or ethnic origin (ii) political beliefs (iii) philosophical or religious beliefs (iv) membership of a trade union (v) physical or mental health (vi) sexual life (vii) the commission of criminal offences or proceedings or (vii) age.
Bold reserves the right to remove any Job Post or content from any Employer Product, which in the reasonable exercise of Bold's discretion, does not comply with the Terms, or if any content is posted that Bold believes is not in the best interest of Bold.
If at any time during Employers use of the Employer Products, Employer made a misrepresentation of fact to Bold or otherwise misled Bold in regards to the nature of Employer's business activities, Bold will have grounds to terminate Employers use of the Employer Products.
4. Use of Information
(A) Employer and Bold may exchange information about individuals seeking full time, part time employers and contractors pursuant to the Terms ("Job Seeker"). All data submitted by Job Seeker and/or generated through the use of the Services provided by Bold and the activities of Employers and Job Seeker, including any information provided by Job Seeker, usage information, conversion data, performance details, aggregate statistics and other information of any kind shall belong exclusively to Bold.
(B) In accordance with the Services provided by Bold and the Terms, Employer permits Bold to verify the information Employer provides including but not limited to Employer phone number and email address ("Contact Details") prior or after to Bold contacting Job Seeker on Employer's behalf. Bold may call or email Employer via Contact Details provided ("Verification Process"). Bold retains the right in its sole discretion to refuse access to the Employer following the Verification Process. During the Verification Process the Employer agrees that Bold may inform Employer of additional Services provided in conjunction with the Platform.
(C) Subject to the Terms, Employers may forward job opportunities that have been posted through the Services to individual non-Employer third parties provided that these job opportunities are distributed (1) only to individuals that have a preexisting relationship to the Employer or (2) only for the purpose of alerting such individuals of job opportunities that may be of interest to them. Employers are expressly prohibited from forwarding job opportunities to any group or mass distribution list or otherwise in violation any state or federal laws, including, without limitation, the federal CAN SPAM Act of 2003.
(D) Subject to the Terms, Employers may forward job seeker profiles and resumes that have been created through the Services to individuals connected to their hiring process, provided that these job seeker profiles and resumes are distributed solely through the Employer Products and (1) only to individuals that have a preexisting relationship to the Employer and (2) only for the purpose of alerting such individuals of a potential job seeker that may fit the jobs requirements. Employers are expressly prohibited from forwarding job seeker profiles or resumes to any group or mass distribution list or otherwise in violation any state or federal laws, including, without limitation, the federal CAN SPAM Act of 2003.
(E) If Employer creates an account in order to post a Job Post, Bold will make reasonable efforts to distribute such notice to Job Posters indicated as part of the Service, as updated from time to time ("Job Poster[s]"). Employer acknowledges and accepts that Bold has no control over any Job Posters and therefore provides no guarantee that Employer's Job Post will be accepted by Job Poster. Employer accepts that a Job Poster may modify or reject Employer's Job Post for any reason, notwithstanding the type of subscription Employer has with Bold. Employer agrees that Bold is not liable to Employer nor to any third party in the event that Employer's Job Post is rejected or not posted. By posting a Job Post, Employer gives Bold permission to distribute Employer's post to current and future Job Posters. Employer acknowledges and agrees that Bold cannot be responsible and disclaims all liability for Job Posters, including without limitation their availability, operations, features and functionality. Employer is solely responsible for interviewing, performing background and reference checks on, verifying information provided by, and selecting an appropriate job applicant.
5. Employer Use of Job Seeker information
Employer shall use resumes, job applicants' profiles, or composites of same available to Employer on or through the Employer Products as provided in the Terms and in any contract Employer has with Bold. Employer shall use the Site in accordance with all applicable privacy and data protection laws, and Employer agrees they will not further disclose any of the data from the Site to any third party.
Employer shall take appropriate physical, technical, and administrative measures to protect the data Employer has obtained from the profiles from loss, misuse, unauthorized access, disclosure, alteration or destruction. Employer shall not share Employer login credentials with any other party.
6. Employer Use of Job Seeker Profiles and Employer Products
Employer shall not use Job Seeker Profiles:
(A) For any purpose other than as an Employer seeking Job Seekers, including but not limited to advertising promotions, products, or services to any Job Seeker Profiles.
(B) To make unsolicited phone calls or faxes or send unsolicited mail, email, newsletters or profiles to contact any individual unless they have agreed to be contacted (where consent is required or, if express consent is not required, who has not informed you that they do not want to be contacted).
(C) To source candidates or to contact job seekers or resume holders in regards to career fairs and business opportunities prohibited by Section 2.
In order to ensure a safe and effective experience for all Employers and Job Seekers, Bold reserves the right and without prior notice to change the Services, Platform or Employer Products, stop providing the Services, Platform or Employer Products to Employer generally, or create usage limits for the Services, Platform or Employer Products. Bold may permanently or temporarily terminate or suspend your access to the Services, Platform or Employer Products without notice and liability for any reason, including if in Bold’s sole determination Employer violates any provision of the Terms or for no reason. Upon termination for any reason or no reason, Employer continues to be bound by this Agreement.
(A) Employer acknowledges and agrees that in providing the Employer Product, Bold may disclose to Employer certain confidential, proprietary, or trade secret information of Bold (the "Confidential Information"). Confidential Information may include, but is not limited to, the Employer Product, computer programs, diagrams, manuals, schematics, development tools, specifications, design documents and design enhancements, marketing information, financial information, business plans, and individual candidate personal information. Employer agrees that it will not, without the express prior written consent of Bold, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information: (a) is or becomes generally available to the public through no fault of Employer; (b) is rightfully received by Employer from a third party without limitation as to its use; or (c) is independently developed by Employer which Employer can document and prove was independently developed by Employer and developed without the use of any Confidential Information of Bold.
(B) Employer also agrees that it shall not duplicate, reverse engineer, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Employer Product.
8. Ownership Rights/License
Employer acknowledges that it shall have only a limited, non-exclusive, nontransferable license to access and use the Employer Product. Employer acknowledges and agrees that it will not use the Employer Product for any purpose that is unlawful, discriminatory, or illegal. Employer agrees that it will use the Employer Product carefully and will not use it in any way which might result in any loss of its or any third party's property or information. Bold retains all rights, title and interests in the Employer Product and in Bold Technology. For the avoidance of doubt Bold Technology shall mean (i) technology, methodologies and intellectual property anywhere in the world (including, without limitation, Employer Product(s), software tools, hardware designs, algorithms, software (in source and object forms), Employer interface designs, architecture, class libraries, objects and documentation (both printed and electronic) or otherwise arising outside of work under these Employer Terms, (ii) any derivatives, improvements, enhancements or extensions of the foregoing conceived, reduced to practice, or developed during the term or in performance under these Employer Terms, and (iii) any intellectual property anywhere in the world relating to any of the foregoing. In the event the Deliverables include information or materials provided by third parties ("Third Party Materials"), the rights granted by Bold hereunder do not include any Third Party Materials, if any, which shall be subject to the terms and conditions of the applicable license or other terms between Employer and such third party. Employer acknowledges and agrees it has no rights other than those granted in these Terms. Should the Employer provide Bold with feedback regarding usefulness and functionality of the Services, Platform or Employer Products and any problems, ideas or enhancements which come to the Employer's attention the Employer hereby assigns to Bold all rights, title, and interests to such user suggested enhancements and all property rights including without limitation all patent, copyright, trade secret, trade mark, moral right or other intellectual property rights.
9. Bold's Warranties
Bold represents and warrants that it has the requisite right and legal authority to grant the license and provide the Employer Products and the Confidential Information as contemplated by these Employer Terms. The Employer Product is provided "as is." BOLD MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE EMPLOYER PRODUCTS OR ANY OTHER CONFIDENTIAL INFORMATION AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE EMPLOYER PRODUCTS REMAINS WITH THE EMPLOYER. IN NO EVENT SHALL BOLD BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE EMPLOYER PRODUCTS, EVEN IF BOLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BOLD DOES NOT GUARANTEE ANY RESULTS FROM USING THE EMPLOYER PRODUCTS.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL BOLD BE LIABLE TO EMPLOYER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPEACIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THE TERMS, THE EMPLOYER PRODUCTS OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, EMPLOYER'S USE OR INABILITY TO USE THE EMPLOYER PRODUCTS, ANY CHANGES TO OR INACCSSIBILITY OF THE EMPLOYER PRODUCTS, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OR ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR ANY TERMS ENTERED INTO THROUGH THE EMPLOYER PRODUCTS, OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE EMPLOYER PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL BOLD'S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY EMPLOYER TO COMPANY DURING THE PRECEEDING 12 MONTHS. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGED. THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO EMPLOYER. IF EMPLOYER IS DISSATISFIED WITH THE EMPLOYER PRODUCTS, EMPLOYER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR EMPLOYER TO DISCONTINUE USE OF THE EMPLOYER PRODUCT.
11. Employer's Acknowledgments and Indemnity
Employer acknowledges and agrees that (i) the use or operation of the Employer Products may not be uninterrupted or error free; (ii) Employer will not send spam, unsolicited advertising, or unsolicited promotional material to anyone, including to third party recruiters, through its use of the Employer Products; import or use rented, purchased, or unverified email addresses with Bold; or post or transmit any messages or attachments that contain a virus, cancelbot, trojan horse, worm, or other harmful component; (iii) Employer will be solely responsible for its compliance with any applicable federal, state and local laws, rules and regulations, including but not limited to laws relating to labor and employment, affirmative action compliance, equal employment opportunity and employment eligibility requirements, data privacy, data access and use, spamming and intellectual property; (iv) Bold is not a party to any employment agreements or other agreements entered into as a result of or otherwise in connection with Employer's activities with the Employer Products; (v) Bold shall not have any liability or obligations under or related to hiring decisions, employment agreements or other agreements, or acts or omissions of, Employers use of the Employer Products; (vi) Bold has no control over, or liability for, any Employer's use of the Employer Products, or over the services or employment promised or rendered by employers or Job Seekers; and (vi) Bold makes no representations as to the reliability, capability, or qualifications of any Employer or the quality, security or legality of the services provided or business conducted by any Employer. As a result of the foregoing, Employer waives any and all claims that it may have against Bold, its affiliates or any Bold suppliers arising out of the performance or nonperformance of the Employer Products.
In particular, Employer acknowledges and agrees that Employer is solely responsible for the employment opportunities accessible on or through Bold. Employer acknowledges that Bold is not an employer with respect to Employer's use of the Employer Products, and Bold is not responsible for any employment decisions, for whatever reason, made by Employer through the use of Bold services..
Employer further acknowledges and agrees that software and/or content may be modified by Bold and that modifications may cause a loss of data or content or loss of function or utility in or on Employer. Employer acknowledges and agrees that Bold may make all such modifications and that, to the extent permitted by applicable law, Bold is not liable for any loss of data, content, function or utility. Employer WAIVES protections afforded by statute or law, and agrees that Bold is not liable for nor has control over Employer's actions; and Employer's account.
Employer shall protect, defend, indemnify Bold and hold it and its respective affiliates, subsidiaries, officers, directors, employees, consultants, and agents harmless from any and all claims, losses, deficiencies, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and all related costs and expenses) incurred by Bold as a result of any claim, settlement, judgment or adjudication against Bold or any of its suppliers related to or arising from: (a) this Employer Terms; (b) the Employer's use of the Employer Products, including any data transmitted or received by Employer; or (c) any unacceptable use of the Employer Products.
12. Employer's Use of Employer Products Information; Monitoring
Employer agrees that any individuals selected for further employment screening from use of the Employer Products will be the Employer's sole responsibility. Bold is only providing the Employer Products to connect Job Seekers to the Employer. Employer will be solely responsible for the proper classification of individuals if directly hired as employees in accordance with applicable law. Employer will be responsible for paying all wages or fees, all taxes, and all other expenses associated with the relationship between Employer and the job seeker, including but not limited to, federal income tax withholding, FICA, unemployment compensation taxes, insurance, filing and legal fees associated with immigration-related applications or petitions, and any other benefits which accrue to the Employer's employees or independent contractors. Employer is solely responsible for conducting its own background check, reference check and evaluating the results before extending a job offer to an individual sourced through using the Employer Products. Bold will not be liable in any way for the conduct, or for any damages caused by a job seeker hired by a Employer through using the Employer Products.
Bold reserves the right, but is under no obligation, to monitor content transmitted through the Employer Products and reserves the right to delete, block, or prevent the transmission of content that Bold, at its sole discretion, deems illegal, defamatory, infringing, fraudulent, or otherwise inappropriate. Employer is solely responsible for their interactions with Job Seekers. Bold shall have no liability for Employers interactions with other Job Seekers, or for any Job Seeker's action or inaction.
13. Payment for Services
Employer agrees to pay for all of the Services described in each Order at the prices and rates specified in such Order and without offset or deduction. Employer will be responsible for and agrees to pay all sales, use, value-added, excise and other taxes, if any, relating to the Order(s) or the Services, other than taxes based on Bold's net income. We may change rates, fees, expenses, or charges regarding your Services at any time. Any change will be based upon market fluctuations. Employer understands and agrees that these Employer Terms constitute your affirmative consent that we may make these changes in pricing without any additional notice other than what is contained in these Employer Terms. If you do not agree to the change in rates, fees, expenses, or charges you may terminate this agreement without paying an early termination fee or returning or paying for any promotional items, provided your notice of termination is delivered to us within thirty (30) days after the first bill reflecting the change.
14. Injunctive Relief; Governing Law; Jurisdiction
Employer acknowledges and agrees that a breach or threatened breach of any covenant contained in these Employer Terms, would cause irreparable injury, that money damages would be an inadequate remedy and that Bold shall be entitled to temporary and permanent injunctive relief, without the posting of any bond or other security, to restrain Employer from such breach or threatened breach. Nothing in this Paragraph shall be construed as preventing Bold from pursuing any and all remedies available to it, including the recovery of money damages from Employer.
With the exception of disputes pertaining to Bold’s intellectual property rights, any dispute of any kind between Employer and Bold arising under these Terms shall be resolved by binding arbitration in New York, New York, pursuant to the JAMS Streamlined Arbitration Rules and Procedures on an individual basis with no class relief. The arbitrator shall be a retired judge or justice of any New York state or federal court with substantial experience in the technology industry and shall follow New York substantive law in adjudicating the dispute, except that this Section 14 shall be construed as a "written Employer Terms to arbitrate" pursuant to the Federal Arbitration Act ("FAA"). Employer and Bold agree that Bold intend that this Section 14 satisfies the "writing" requirement of the FAA."
These Employer Terms are to be governed by, construed and enforced according to the laws of the State of New York. Employer agrees to submit to the personal and exclusive jurisdiction of the federal courts of the Southern District of New York for the purpose of litigating all claims or disputes.
15. Trademarks and Copyrights
All title, intellectual property rights and copyrights related to the Employer Products (including, without limitation, any images, photographs, video, audio, and/or text, incorporated into the Employer Products), the accompanying media and printed materials, and any copies of the Employer Products are owned by Bold. The Employer Products are protected by copyright laws and international treaty provisions. Therefore, Employer must treat the Employer Products like any other copyrighted material, subject to the provisions of the Terms.
Failure of either party to enforce a right under the Terms shall not act as a waiver of that right or the ability to later assert that right, relative to the particular situation involved.