Parties. The undersigned (“Client”) and ApplicantOne, Inc. (dba ComplyScreen ATS) (“Company”) are referred to individually as “Party” and together as the “Parties.” Client is also referred to as “you” and Company is also referred to as “we” or “us.” These Terms and Conditions, and all exhibits, schedules and attachments, are referred to individually and together as this “Agreement.”
Engagement. Client shall purchase the ApplicantOne Source package (the “Sourcing Package”) from Company, and pursuant to such purchase, Client hereby engages Company to provide the candidate sourcing services set forth in this Agreement for a period of 45 days.
Services; Deliverables. In exchange for the consideration set forth below, Company shall provide the following to Client as part of the Sourcing Package:
Review of, and assist Client with optimizing, the job description for the position with the Client that is the subject of this engagement (the “Position”).
Distribution of the available position with Client to those job boards and other posting mediums that Company determines in the exercise of its discretion to be appropriate for the Position.
Advertising the Position via paid advertising or other alternative means, as determined by the Company, designed to increase candidate interest and increased applications.
Review and preliminary screening of received applications for the Position.
Conduct assessment of the candidates applying and provide a skill matching analysis with respect to the received applications.
Conduct a second level of screening of those candidates that make it past the preliminary screening and assessments, including conducting video interviews of the candidates.
Provide a list of candidates from the applications that are the most qualified for the Position, which shall be generated based on our proprietary software and experience in evaluating candidate pools.
Fees and Billing. The pricing of the Sourcing Package is $1,500, which is due and payable upon purchase through Company’s website; provided, however, that if Client and Company have agreed to an alternative means of payment, then the price for the package will be invoiced to you and the invoice will be due and payable in full upon receipt.
Term. Company’s engagement under this Agreement shall terminate upon Company providing the Client with the services set forth above, or such earlier termination permitted under this Agreement.
Fees and Taxes. All payments, fees and other charges payable by Client to Company under this Agreement are exclusive of all applicable taxes including, without limitation, federal, state and local. Client agrees to bear and be responsible for the payment of all such taxes.
Delinquent Payment. In the event that Client has not made payment for the Sourcing Package simultaneously with the order, or Client fails to pay the invoice within the time period provided above, the Client’s account shall be deemed delinquent. At Company’s option it may terminate this Agreement because of a delinquent account. Further, Company reserves the right to suspend the services hereunder, with no liability to Client for this suspension, until such amount is paid in full. For credit card payments, an account will be considered delinquent if Client’s credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid thirty (30) days following the billing cycle. Unpaid fees are subject to interest of 1.75% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including without limitation reasonable attorneys’ fees.
Publicity. Client agrees that Company can disclose the fact that Client is a customer of Company. During the term of this Agreement, and unless otherwise set forth in this Agreement, Client grants Company the right to reference Client, along with Client’s logo, on the customer section of Company’s public web site and/or Company’s marketing and promotional material after termination of the engagement.
Confidential Information. By reason of the relationship hereunder, Client will have access to certain information and materials concerning Company’s technology, business, plans, and customers that are confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties or used for competitive purposes by Client (“Confidential Information”). Confidential Information of Company shall include, without limitation, information specifically designated as confidential, the features and functions of the Software that are not available to the general public via the public internet (including screen shots of the same), future product plans, any documentation or specifications provided to Client, the commercial terms (including pricing) of this Agreement, statements of work, schedules, addenda or amendments to this Agreement, performance and security test results (whether conducted by Company or Client), and any other proprietary, financial or business information supplied by Company. Client agrees that it will not and will ensure that its employees, agents and contractors will not make use of (except in furtherance of this Agreement), disseminate, or in any way disclose any Confidential Information of Company to any person, firm or business, except for any purpose the disclosing party may hereafter authorize in writing. Client agrees that it will treat all Confidential Information with the same degree of care as it accords to its own Confidential Information, and each party represents that it exercises reasonable care to protect its own Confidential Information. Notwithstanding the foregoing, “Confidential Information” shall not include: (i) information previously known to Client without reference to Confidential Information, (ii) information which is or becomes publicly known through no act or omission of Client, (iii) information which has been independently developed by the receiving party without reference to Company’s Confidential Information, (iv) information received from a third party under no confidentiality obligation with respect to the Confidential Information, (v) information required to be disclosed pursuant to administrative or court order, government or regulatory requirement or arbitration or litigation arising out of this Agreement.
Termination. Upon termination of this Agreement for any reason, (i) Company’s obligations to provide services or deliverables will cease; and (ii) delinquent accounts must be brought to good standing immediately.
Survival. Each provision of this Agreement reasonably intended by its terms to survive termination or expiration of this Agreement shall so survive.
Disclaimer. Nothing in this Agreement is an assurance that Client will successfully engage a candidate for the Position. Further, nothing herein is a guarantee that a qualified candidate or candidates acceptable to Client will be identified in the candidate pool.
Limitation of Liability. COMPANY’S TOTAL LIABILITY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES PAID BY CLIENT TO COMPANY.
Additional Terms. This Agreement is between Company and Client, and is not for the benefit of any third party, whether directly or indirectly. The failure of either party to exercise any right provided for herein will not be deemed a waiver of any other rights hereunder. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. Client may not assign, transfer, or sublicense this Agreement except with Company's prior written consent. This Agreement shall be governed and construed under the laws of the State of Florida without regard for the conflict of laws provisions thereof. Each Party agrees to submit to the exclusive jurisdiction of the courts located in Hillsborough County, Florida, and waives any right it may have to challenge the appropriateness of such forum. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous or contemporaneous written and/or oral agreements, communications and other understandings relating to this Agreement, and that all modifications to this Agreement must be in writing signed by both parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is confirmed by the receiver, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement may be executed in one or more counterparts and may be exchanged by facsimile or electronically scanned copy or photocopied, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.