(i) have a scheduled run of ninety (90) days, and
(ii) must be posted during the Term (12 months from last purchase, unless otherwise noted in the Order), after which all job postings purchased hereunder expire.
This Agreement shall apply to all job postings posted hereunder for the duration of their scheduled run. Any:
(1) re-activation of a deleted or expired job posting,
(2) change in the Site where a job has been posted via FTP,
(3) change in the reference code of a job, or
(4) change in location where a job is based (including a change of City/Town), constitutes use of an additional job posting.
Acceptable Postings. Energy Jobs Portal reserves the right to reject job postings that are not bona-fide recruitment ads, or for any other reason we consider contrary to the best interest of Energy Jobs Portal. Without limiting Energy Jobs Portal's Agreement, Energy Jobs Portal does not permit any of the following:
- Any posting 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 (including without limitation the U.S. Equal Employment Opportunity Commission's Uniform Guidelines on Employee Selection Procedures), data privacy, data access and use, and intellectual property;
- The use of any screening requirement or criterion in connection with a job posting where such requirement or criterion is not an actual and legal requirement of the posted job;
- The posting of any franchise, pyramid scheme, "club membership", distributorship or sales representative agency arrangement; or
- The posting of any other business opportunity which requires an up front or periodic payment, pays commissions only (except for postings that make clear that the available job pays commission only and clearly describes the product or service that the job seeker would be selling, in which case such postings are permissible), or requires recruitment of other members, sub-distributors or sub-agents.
- Payment. Payment is by secure online means. If payment is made by invoice, all amounts payable by Customer for the Services ("Fees") are due within thirty (30) days after delivery of the Energy Jobs Portal invoice without deduction. Energy Jobs Portal may, at its option, charge Customer interest of 1.5% per month and collection charges on any Fees not paid when due. Customer will be responsible for the payment of any present or future sales, use, excise or other similar tax applicable to the Services.
- Refunds and Cancellations. All purchases of Services on Energy Jobs Portal are final, unless otherwise specified in the Order. Display of Services may be cancelled at any time, although the purchase cost of the Services will not be refunded. No refunds will be made, except for reasons of Site malfunction. In such cases, Energy NewsData reserves the right to compensate with credit for use of Services in lieu of cash or other forms of credit, at the sole discretion of Energy Jobs Portal.
- Term and Termination. The term ("Term") of this Agreement will begin on the date Customer submits the Order (the "Effective Date"), and will end upon the expiration of one year from the Effective Date or the expiration date set forth in the Order, whichever is later. This Agreement may not be terminated by either party, except as specifically stated in this Agreement. If Customer breaches any provision of this Agreement, Energy Jobs Portal may immediately suspend all Customer passwords and access codes until the breach is cured and if applicable, immediately remove any Customer job postings. If Customer's breach is capable of being cured, Customer will have ten (10) days to cure such breach to Energy Jobs Portal's reasonable satisfaction in order to have passwords and access codes restored. If such breach is incapable of being cured or is not cured by Customer within the ten (10) day period, Energy Jobs Portal may: (a) terminate this Agreement and/or (b) pursue all other available remedies to enforce this Agreement and obtain payment of Fees due. If Customer has committed two (2) breaches of the terms of this Agreement which have subsequently been cured, upon any additional breach by Customer, Energy Jobs Portal may immediately, without further notice to Customer and without refund of any Fees paid terminate the Agreement. If this Agreement is terminated for Customer's uncured breach or for Customer's multiple breaches of this Agreement whether cured or uncured, Energy Jobs Portal may collect all fees for Services and collect all of its costs and attorney fees related to the termination. Either party may immediately terminate this Agreement if the other party (i) applies for or consents to the appointment of a receiver, trustee, or liquidator of it or its assets, (ii) makes a general assignment for the benefit of creditors, (iii) has a petition seeking bankruptcy, reorganization or similar relief filed against it (which, if involuntary, is not stayed or dismissed within ninety (90) days of filing), or (iv) materially breaches this Agreement which breach is not cured within ten (10) days of notice thereof. Energy Jobs Portal may terminate the Agreement upon notice if Customer fails to meet credit requirements established by Energy Jobs Portal from time to time. Customer's breach of this Agreement shall constitute a breach of any other agreement between Energy Jobs Portal and Customer or Customer's affiliates.
- Ownership. Customer shall use all Services provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Services. Subject to the next sentence, the contents of EnergyJobsPortal.com and all elements which are a part of or incorporated in any of the foregoing, and all intellectual and other proprietary rights therein are the property of Energy NewsData Corporation. Notwithstanding the prior sentence, any job postings placed by Customer on the Site and all intellectual and other proprietary rights therein are the Customer's property.
- Indemnification. Each party (each, in such capacity, the "Indemnifying Party") shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an "Indemnified Party" and, collectively, the "Indemnified Parties"), from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from (i) a breach by the Indemnifying Party of this Agreement or of any representation, warranty, covenant or agreement contained herein, (ii) the provision of any material to Energy Jobs Portal.com or any other Site by or on behalf of the Indemnifying Party, including but not limited to claims of infringement of third party intellectual property rights. For purposes of the foregoing indemnity, the parties acknowledge that the following items shall not constitute material provided to EnergyJobsPortal.com or on behalf of Energy Jobs Portal: all job postings and listings, all resumes, and all materials submitted by or on behalf of Customer to Energy Jobs Portal.com. The Indemnifying Party's obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand and gives the Indemnifying Party the right to control and direct the investigation, preparation, defense, trial and settlement of each such claim, action or demand. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense and/or settlement of any such claim, action or demand. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any claim, action or demand without the written consent of the Indemnified Party, such consent not to be unreasonably withheld.
- Warranty. ENERGY JOBS PORTAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO ITS SERVICES OR THE SITE, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF ITS SERVICES OR THE SITE.
- Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (INCLUDING THE ORDER), EXCEPT FOR OBLIGATIONS OF AN INDEMNIFYING PARTY UNDER SECTION 8 TO THE EXTENT ARISING OR RESULTING SOLELY FROM A THIRD-PARTY CLAIM OF INFRINGEMENT OF SUCH THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, BUT WITHOUT IN ANY WAY LIMITING CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, (A) NO PARTY WILL BE LIABLE TO ANY OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND (B) ENERGY JOBS PORTAL'S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY PRODUCT, THE SERVICES PROVIDED HEREUNDER OR THE SITE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO ENERGY JOBS PORTAL DURING THE TERM HEREOF.
- Navigation / Search Engines. Aside from generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer) and the search engine and search agents available from Energy Jobs Portal on EnergyJobsPortal.com, Customer shall not use and shall cause each party under Customer's control not to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, avatars or intelligent agents) to navigate or search EnergyJobsPortal.com. Customer shall not and shall cause each party under Customer's control not to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up any part of EnergyJobsPortal.com.
- Complete Agreement. This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), and cannot be amended or waived except by a writing signed by all of the parties. Neither party may assign this Agreement, in whole or in part, by operation of law, merger, asset or stock sale or transfer, or otherwise, without the prior written consent of the other party. No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. The terms of Sections 4 through 15, inclusive shall survive any expiration or termination of this Agreement. Each party's performance under this Agreement is subject to force majeure.
- Governing Law and Venue. This Agreement shall be construed in accordance with the domestic laws of the State of Washington, without reference to the conflicts of laws principles thereof. All notices given hereunder shall be given by first class mail, return receipt requested, overnight courier or facsimile transmission, to the respective address or facsimile numbers set forth below, and shall be deemed given upon actual delivery thereof.
- Miscellaneous. Each party to this Agreement shall be acting as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between Energy Jobs Portal and Customer or any of Customer's employees or agents. As part of the Services, Customer consents to receive email updates and announcements of Energy Jobs Portal services, Site enhancements, and special offers.
PO Box 900928
Seattle, WA 98109-9228
If Customer posts any prohibited material, Energy Jobs Portal will remove such posting and no refund will be given.