Insertion Order Standard Terms & Conditions
Insertion Order Standard Terms & Conditions
Insertion Order Standard Terms & Conditions The following are JOBGOAL’s insertion order standard terms & conditions (“IO Terms”) applicable to all Employer insertion orders (“IO”) and IO Services (defined below). In the event of any conflict between the IO and these IO terms, the IO shall control.
By entering into an IO with JOBGOAL, you agree i) that the IO and the IO Terms are fully incorporated into the website Terms of Service Agreement (“Agreement”, available at https://jobgoal.com/terms-of-service/) and thus all terms and conditions in the Agreement are applicable to the IO and the IO Services unless specifically set forth in these IO Terms, ii) to be bound by the Agreement (including the IO and the IO Terms), and iii) that the Agreement (including the IO and the IO Terms) sets forth the entire agreement between JOBGOAL and the Employer named in the IO.
1. IO Services
Subject to the terms of the Agreement, JOBGOAL will use commercially reasonable efforts to provide Employer with the services described in the IO (“IO Services”). Unless otherwise specifically set forth in these IO Terms, the “Service” as defined in the Agreement shall include the IO Services, and the terms and conditions set forth in the Agreement that are applicable to the “Service” shall also apply to the IO Services.
2. Term and Termination
The term of the IO is set forth in the IO. Employer may terminate or pause the IO or may otherwise chang the IO by providing three (3) business days’ prior written notice to JOBGOAL, but such change is subject to the consent of JOBGOAL, which consent may be given in JOBGOAL’s sole and absolute discretion. JOBGOAL may terminate the IO at any time without notice if you breach the Agreement, or with notice if JOBGOAL ceases to support the IO Services, which JOBGOAL may do in its sole discretion and without liability to Employer. Termination will not limit any of JOBGOAL’s rights or remedies at law or in equity.
3. Breach
In the event of your breach of the Agreement (including the IO and these IO Terms), you agree to make full payment for the IO Services as outlined in the IO for the full term of the IO. Such remedy shall not be interpreted to be JOBGOAL’s sole remedy for your breach and shall not limit any other remedy available to JOBGOAL in law or equity.
4. Notice
All notices and other communications to JOBGOAL must be in writing and delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, email (with confirmation of transmission), or certified or registered mail, and in each case with return receipt requested, postage pre-paid. Such notice is effective only upon receipt by JOBGOAL and if you comply with the requirements of this Section 4. Any notice to JOBGOAL shall be sent to JOBGOAL, 1471 Lear industrial Parkway, Avon, Ohio 44011, info@jobgoal.com
5. Payment Terms
Payment terms (including invoicing and penalty for late payment) for the IO Services are described in the IO.
6. Confidential Information
In connection with the Agreement and the IO Services, JOBGOAL may disclose or make available Confidential Information to you. As used herein, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that JOBGOAL considers confidential or proprietary, including information consisting of or relating to JOBGOAL’s technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing, the existence of the IO, and information with respect to which the JOBGOAL has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential.” Without limiting the foregoing, the IO Services are the Confidential Information of JOBGOAL. JOBGOAL’s Confidential Information does not include information that the you can demonstrate by written or other documentary records was rightfully known to you without restriction on use or disclosure prior to such information being disclosed or made available to you in connection with the Agreement; was or becomes generally known by the public other than by yours or any of your representative’s noncompliance with the Agreement; was or is received by you on a non-confidential basis from a third party that, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or you can demonstrate by written or other documentary records was or is independently developed by you without reference to or use of any Confidential Information. As a condition to being provided the IO services or with anwithclosure of or access to Confidential Information, you shall, unless compelled by applicable law, (i) not disclose or permit access to Confidential Information other than to your representatives who need to know such Confidential Information; have been informed of the confidential nature of the Confidential Information and your obligations under this Section 6; and are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 6; (ii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care you use to protect your most sensitive information and in no event less than a reasonable degree of care; (iii) promptly notify JOBGOAL of any unauthorized use or disclosure of JOBGOAL’s Confidential Information and take all reasonable steps, and cooperate with JOBGOAL to prevent further unauthorized use or disclosure; and (iv) ensure your representatives’ compliance with, and be responsible and liable for any of your representatives’ non-compliance with, the terms of this Section 6. Your obligations under this Section 6 with respect to any Confidential Information will continue until such time, if ever, as such Confidential Information ceases to be confidential other than as a result of any act or omission of you or any of your representatives.