This End User License Agreement ("EULA") is between you (the "Licensee" or "You") and Dice Career Solutions, Inc. dba ClearanceJobs ("ClearanceJobs") By proceeding, Licensee acknowledges and agrees that all terms, conditions, and obligations outlined in this EULA shall apply fully to Licensee's use of the Site and Licensed Product(s) (as defined below).
In the event You have entered into any agreement with ClearanceJobs to purchase other products ("Alternate Agreement") , to the extent any terms in that agreement are duplicative or in conflict with the EULA, the terms of the Alternate Agreement shall prevail, EXCEPT with respect to the Licensed Product, for which the terms of this EULA shall govern and control.
THIS EULA IS A LEGALLY BINDING AGREEMENT BETWEEN CLEARANCEJOBS AND LICENSEE CONCERNING THE SITE AND, THE LICENSED PRODUCT. YOUR USE OF THE LICENSED PRODUCT CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA AND YOUR AGREEMENT TO BE BOUND BY SAID TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS IN THIS EULA, YOU SHOULD NOT USE THE SITE OR THE LICENSED PRODUCT.
BY ACCESSING THE PRODUCTS OR SERVICES PROVIDED THROUGH THE SITE, YOU ARE CONTINUOUSLY AGREEING TO ALL THE TERMS AND CONDITIONS OF THIS EULA.
All capitalized terms, in the plural and in all tenses, shall have the meaning set forth in this paragraph and elsewhere in this EULA:
Provided that Licensee complies with all the terms and conditions of this EULA, ClearanceJobs agrees to provide Licensee with access to the Site and the Licensed Products in accordance with and subject to the terms of this EULA and the Alternate Agreement if applicable. Licensee acknowledges and agrees that ClearanceJobs governs the terms of all access to and use of the Site (including any upgrades, modifications or updates thereto) and all products, services, and materials contained therein that are delivered by means of the Site, including the Licensed Products. ClearanceJobs reserves the right to revise or alter the Site and Licensed Products at any time, in its sole discretion and to cease offering the Site and Licensed Products.
The term of this EULA shall be reflected by the Term Start Date and Term End Date of the sales order and any renewals thereof ("Term"). Notwithstanding the foregoing, upon written notice to Licensee, ClearanceJobs may immediately terminate this EULA, and terminate Licensee's access to and use of the Site and the Licensed Products, if ClearanceJobs ceases to offer the Site or Licensed Products or Licensee fails to comply with any of the terms of this EULA, or upon revocation of authorization from Licensee's employer controlling Licensee's access. ClearanceJobs may also terminate this EULA, for any reason whatsoever, in its sole discretion, by giving Licensee thirty (30) days advance notice. Upon any termination of this EULA, the License (as defined below) shall simultaneously terminate, and Licensee shall promptly (within five (5) days) return or destroy all Confidential Information. The licensee shall certify in writing to ClearanceJobs that all copies of the same have been returned or destroyed.
Subject to the terms and conditions of this EULA, and provided that Licensee has paid all applicable fees to ClearanceJobs for the use of the Site and the Licensed Products and that Licensee has not breached the provisions of this EULA or any other agreement between Licensee and ClearanceJobs, ClearanceJobs grants to Licensee during the Term and within the United States a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use in accordance with the terms set forth in paragraph 5.
All titles, markings related to patents, trademarks, copyright, and other proprietary notices of ClearanceJobs must be reproduced on copies of the Licensed Products permitted or used hereunder by Licensee. Any alteration, deletion, modification, or change of any kind to the titles, patents, trademarks, copyrights, or other proprietary notices by the Licensee is strictly prohibited and constitutes a violation of ClearanceJobs' rights and a breach of this EULA.
Licensee acknowledges and agrees that Licensee's use and access of the Site and the Licensed Products may be logged and monitored. Licensee shall have no expectation of privacy in using the Site or Licensed Products. Licensee agrees to use the Site and the Licensed Products in a manner consistent with any and all applicable laws, rules, and regulations as well as the terms and conditions set forth in this EULA, on the Site or in the documentation accompanying or otherwise made available to Licensee. Licensee shall not disassemble, create models, analytics, or derivative works of, decompile, manipulate or reverse engineer the Site, and Licensee shall take all necessary steps to prevent any of Licensee's authorized users (if permitted pursuant to separate negotiated terms with the ClearanceJobs) or any third party from doing the same. Licensee is not permitted to resell any information contained on the Site, including without limitation the Licensed Products, nor may Licensee use the Site or the Licensed Products to create, enhance, or structure any database for resale or distribution. Licensee shall not use the Site or the Licensed Products in any way that infringes or misappropriates ClearanceJobs or any third-party owner's copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or rights of publicity or privacy. Licensee will take all reasonable steps, in accordance with the best industry practices, to protect the security of the Site and the Licensed Products and to prevent the unauthorized use or disclosure of the Site.
The products and services provided hereunder are licensed to authorized users only. All unauthorized users are prohibited. The information, products, and services being accessed by Licensee are for the sole use of ClearanceJobs customers. Licensee shall only access the Site and the Licensed Products as authorized in this EULA, using an assigned password or other security mechanism to prevent unauthorized access. Sharing of user access is prohibited and any automation of accessing information is strictly prohibited. It is the sole responsibility of Licensee to maintain the confidentiality of all assigned usernames and passwords.
Licensee may not under any circumstances modify, copy, distribute, republish, or download any of the material or ClearanceJobs Content on the Site without ClearanceJobs' prior consent in writing. Licensee shall be liable to, and agrees to indemnify, defend, and hold ClearanceJobs harmless from any penalties, fines, claims or causes of actions due to a misappropriation or unauthorized disclosure of non-public information resulting from misuse of any usernames or passwords or the Site or Licensed Products.
Licensee is not permitted to reproduce or store internally in a database or otherwise, the Site in its entirety, nor is Licensee permitted to reproduce or store internally substantial amounts of material and information contained in the Site. Storage of any material and information obtained from the Site is to be limited to a reasonable period, unless specifically required otherwise by federal, state, or local laws. No copying, redistribution, or use of the Site, any portion thereof, nor any material contained therein (including, without limitation, the Licensed Products) is permitted for external purposes.
In no event shall Licensee use the Site or the Licensed Products for illegal purposes or in any manner that is defamatory, libelous, unlawfully threatening or unlawfully harassing, or otherwise violates any federal, state, or local statute, law, or regulation, for debt collection, skip tracing, or electronic telephone directory assistance.
Licensee acknowledges that certain products and services provided in connection with Licensee's use of the Site and the Licensed Product may incorporate information, services, or products of third parties and the provision and use thereof shall be subject to terms and conditions provided by such third parties. In such situations, Licensee assumes sole responsibility for all use of the information provided by a third party data supplier, including the liability and responsibility for any and all claims, demands, losses, damages, liabilities, costs, charges and expenses, including reasonable attorneys' fees, arising out of Licensee's use of the such third-party information and indemnifies ClearanceJobs and its suppliers or licensors with respect thereto.
Violation of any of the foregoing provisions, or unauthorized access of the Site or the Licensed Products, shall give ClearanceJobs the right to immediately terminate the EULA without further obligation, and may subject Licensee to civil, criminal, or administrative penalties.
Licensee acknowledges and agrees that, as between Licensee and ClearanceJobs, ClearanceJobs retains all right, title, and interest in and to the Site and the Licensed Product, including all copyrights, patents, trademarks, trade secrets, and all other intellectual property rights in the same. No rights in or to the Site or the Licensed Products are granted to the Licensee except as specifically granted in this EULA.
Licensee acknowledges that it shall not acquire any copyright ownership or other similar right, or any other ownership or intellectual property rights in or to the Site, the Licensed Products or other property owned by ClearanceJobs as a result of this EULA. All information posted to the Site by Licensee shall become the sole property of ClearanceJobs, and shall be assigned pursuant to the terms of this paragraph.
In the event that any copyrightable works of authorship are created by Licensee under this EULA through the use of the Site or Licensed Products, Licensee agrees that such works are "works for hire" within the meaning of the copyright laws of the United States of America (17 U.S.C. §101, et seq.), or similar foreign laws, and any rights, title or interest arising from a compilation or derivative work created using any part of the Site or the Licensed Products shall belong exclusively to ClearanceJobs. Licensee hereby assigns all intellectual property rights created under this EULA or in connection with its use of the Site or Licensed Products to ClearanceJobs, and further agrees to execute such documentation confirming this assignment as may reasonably be requested by ClearanceJobs.
All comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted, or offered to ClearanceJobs on or by this Site or otherwise disclosed, submitted or offered in connection with your use of the Site or Licensed Product (collectively, "Feedback") shall be and remain the property of ClearanceJobs. Such disclosure, submission or offer of any Feedback shall constitute an assignment to ClearanceJobs of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Feedback, and ClearanceJobs will own exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Feedback. ClearanceJobs is and shall be under no obligation (1) to maintain any Feedback in confidence; (2) to pay to user any compensation for any Feedback; or (3) to respond to any user Feedback. ClearanceJobs is under no obligation to implement any Feedback and maintains full discretion in terms of any potential incorporation of Feedback, in its original form or as modified by ClearanceJobs.
Licensee agrees that no Feedback submitted by you to the Site will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that no Feedback submitted by you to the Site will be or contain libelous or otherwise unlawful, abusive, or obscene material.
Licensee acknowledges that the Site contains valuable commercial products, the development of which has involved the expenditure of substantial time and money. Licensee will issue appropriate instructions to all of its agents or employees having access to the Site and any associated third party products concerning the restrictions contained herein, and shall initiate strict security measures to prevent the accidental or otherwise unauthorized use or release of any and all proprietary and confidential information of ClearanceJobs and any third parties associated with or provided through the Site (hereinafter referred to as "Confidential Information").
Confidential Information includes, without limitation, the Site and the Licensed Products, all technical and non-technical data; formulae; patterns; compilations; programs; devices; methods; techniques; drawings; processes; business practices; plans or proposals; list(s) of customer names and addresses and other customer and/or consumer-related information, including any nonpublic personal information as defined by federal law, any regulations promulgated thereunder and any other customer information protected by applicable international, federal or state laws; third party products and information lists of actual or potential third party customers or suppliers; sales and marketing information; training and operations materials; personnel records; and all other written or oral information relating to the business or affairs of ClearanceJobs or other third parties whose information or products are provided through the Site (including their pricing, transactions, products, planning, strategies, ideas, and know-how).
Confidential Information shall not include any information that: (i) enters the public domain through no fault of Licensee; (ii) is rightfully known by Licensee without any obligation to keep it confidential at the time it is disclosed by ClearanceJobs, as shown by the Licensee's records; (iii) is independently developed by the Licensee at any time without reference to the Confidential Information, as shown by the Licensee's records; or (iv) is rightfully obtained by the Licensee from an independent third party who does not have an obligation of confidentiality to ClearanceJobs, or the respective third-party owner of information provided through the Site. For the avoidance of doubt, and notwithstanding the foregoing, the Site and the Licensed Products are proprietary, protected by copyright and trade secrets of ClearanceJobs, and the restrictions on use and disclosure of the Site and the Licensed Products are not subject to the exceptions set forth in this paragraph.
Licensee agrees both during and after the Term of this EULA not to disclose, use, disseminate, reproduce, or publish any portion of the Site or any products or services delivered via the Site (including the Licensed Products) in any manner other than as specifically stated herein. In the event that a breach of these confidentiality terms occurs, in addition to ClearanceJobs' right to terminate the EULA, ClearanceJobs may proceed to the appropriate court and seek immediate injunctive relief, or other equitable relief as appropriate, in addition to any other rights and remedies that it may have at law or in equity. In the event of termination, or expiration of this EULA, Licensee agrees to immediately cease using the Site, including all information obtained through the Site. Licensee agrees to abide by all prevailing federal, state, and local laws and regulations governing lending, fair information practices and consumers' rights to privacy, and Licensee will limit access to consumer information obtained through the Site to those individuals who have a "need to know" in connection with Licensee's internal business. Licensee agrees to obligate any individuals provided access to consumer information hereunder to acknowledge consumers' rights to privacy and adhere to fair information practices. In any event, Licensee agrees to be liable for, and indemnify ClearanceJobs with respect to any claims concerning, any violations arising hereunder caused by individuals which Licensee has provided access to, both directly and indirectly.
Licensee hereby represents and warrants that any content that Licensee uploads to the Site or content that Licensee uses in connection with the Licensed Products shall not be used in any manner that is defamatory, libelous, unlawfully threatening or unlawfully harassing, and does not and shall not infringe upon or misappropriate any rights, including, without limitation, intellectual property rights, proprietary rights or confidentiality rights, or rights of publicity or privacy of any third parties or ClearanceJobs and that such content is free of worms, virus, Trojan Horses and other disabling code. For the avoidance of doubt, "content" as used in this EULA in connection with the Licensee shall be construed broadly so as to include, but not be limited to, all materials, documents, images, data, information or other materials that Licensee may upload to the Site or use in connection with Licensee's use of the Licensed Products. Licensee agrees to indemnify, defend and hold ClearanceJobs, its parents, subsidiaries, affiliates and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, damages, costs and expenses, including attorneys' fees, arising from a) a third party claim that relates to documents you uploaded to the Site, or b) your breach of any provision of this EULA or Licensee's use of the Site or the Licensed Products in a manner that is inconsistent with either this EULA, applicable law, the documentation or information made available on the Site.
Where ClearanceJobs provides hypertext links to other Internet websites on the Site, it does so for informational purposes only, and such links are not endorsements by ClearanceJobs of any products or services on such sites. ClearanceJobs accepts, and shall incur, no liability for such products or services and makes no endorsement or approval of the same.
THE SITE (INCLUDING ANY ONBOARDING CONTENT), LICENSED PRODUCTS AND THE CLEARANCEJOBS CONTENT, INCLUDING WITHOUT LIMITATION ANY INFORMATION, DATA, ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. THE LICENSED PRODUCTS AND THE CLEARANCEJOBS CONTENT ARE PROVIDED TO LICENSEE ON AN "AS IS, AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES BASED ON COURSE OF DEALING OR USAGE IN TRADE, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY, AVAILABILITY, ACCURACY OR OTHERWISE. THE SITE (INCLUDING THE CLEARANCEJOBS CONTENT) AS WELL AS THE MATERIALS CONTAINED THEREIN MAY CONTAIN ERRORS OF PUBLICATION OR TRANSMISSION.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, CLEARANCEJOBS, ITS PARENTS, SUBSIDIARIES, AFFILIATES, THIRD PARTY SUPPLIERS, AND ALL OF THE AFOREMENTIONED PARTIES' RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS SPECIFICALLY DISCLAIM, AND SHALL NOT UNDER ANY CIRCUMSTANCES INCUR, ANY LIABILITY (WHETHER UNDER FEDERAL OR STATE LAW OR IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER FORESEEABLE OR NOT) FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE ARISING OUT OF OR IN ANY WAY RELATED TO ACCESS TO OR USE OF THE SITE (INCLUDING THE CLEARANCEJOBS CONTENT)OR THE LICENSED PRODUCTS, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES RELATING TO LOSS OF USE, LOSS OF DATA, LOSS CAUSED BY A VIRUS, WORM, TROJAN HORSE PROGRAM OR DISABLING CODE (REGARDLESS OF THEIR SOURCE), LOSS OF INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY, CLAIMS OF THIRD PARTIES, OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF CLEARANCEJOBS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. LICENSEE ASSUMES THE RISK IN USING THE SITE (INCLUDING THE CLEARANCEJOBS CONTENT) AND THE LICENSED PRODUCTS AS WELL AS TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS LICENSEE CONSIDERS NECESSARY.
ANY CLEARANCEJOBS' THIRD-PARTY DATA SUPPLIERS ARE NOT RESPONSIBLE FOR ANY DAMAGES INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, THE COST OF ANY SUBSTITUTE DATA, OR CLAIMS BY THIRD PARTIES, OR FOR OTHER SIMILAR COSTS. IN NO EVENT SHALL CLEARANCEJOBS' DATA SUPPLIERS BE LIABLE FOR ANY DAMAGES RESULTING FROM LICENSEE'S INABILITY OR FAILURE TO ACCESS ANY WEB SITE.
In addition to other indemnification obligations provided in this EULA, Licensee agrees to indemnify and hold ClearanceJobs, its parents, subsidiaries, affiliates, third party suppliers, and all of their respective officers, directors, employees and agents harmless from and against all claims of third parties arising out of or related to the use of the Site (including the ClearanceJobs Content) and the Licensed Products by Licensee except as expressly provided herein, or attributable to Licensee's breach of this EULA; provided that ClearanceJobs gives Licensee prompt written notice of any such claim. ClearanceJobs shall control the defense and any settlement of such claim, and Licensee shall cooperate with ClearanceJobs in defending against such claim.
Licensee acknowledges that the services and products provided hereunder are valuable commercial products, the development of which involved the expenditure of substantial time and money. Any violation of the terms hereunder entitles ClearanceJobs to injunctive relief as such violation will cause irreparable harm to ClearanceJobs. If Licensee infringes or misappropriates any of ClearanceJobs' intellectual property rights or violates the provisions set forth herein, ClearanceJobs may not have adequate remedy in money or damages. Accordingly, in addition to other remedies provided by law or this Agreement, ClearanceJobs shall have the right to obtain injunctive relief against any violation of the acceptable use and confidentiality provisions contained herein. The granting of injunctive relief shall not limit ClearanceJobs' right to seek further remedies at law or in equity and in connection with the issuance of an injunction, ClearanceJobs shall not be required to post a bond or provide an undertaking.
Licensee shall provide prompt notice to ClearanceJobs, and a reasonable opportunity to cure, any known error, omission or mistake that may result in a claim against ClearanceJobs regarding the Site (including the ClearanceJobs Content) or the Licensed Products provided pursuant to this EULA, prior to making a claim against such products and services. In addition, Licensee shall use its best efforts to mitigate its losses resulting from services provided pursuant to this EULA, including without limitation, enforcing its promissory notes and security instruments to the fullest extent provided by law. Licensee shall also provide ClearanceJobs with adequate information from its loan file to assist in claim administration. In the event that Licensee does not perform according to the requirements of this paragraph, ClearanceJobs will not be liable. Licensee must also provide sufficient documentation, as deemed by ClearanceJobs, to evidence its out-of-pocket, actual monetary loss.
Upon the termination of this EULA, or the discontinuance of use of the Site or the Licensed Products by Licensee, paragraphs 3, 5, 6, 7, 10, 11,12, 13, and 15 shall survive the termination. Upon termination of this EULA by either party, any amounts unpaid by Licensee shall be immediately due and payable.
ClearanceJobs may collect, process, and transmit data obtained from and about Licensee in the course of Licensee's accessing and using the Site in connection with Licensee's transactions pursuant to its privacy policy. Licensee acknowledges and agrees that the Licensed Products, when used for their intended purpose will collect, process, and transmit data as directed by their users. Additionally, ClearanceJobs collects aggregate data for statistical and quality assurance purposes and Licensee hereby consents to the collection and use of such aggregate data.
In addition, and in accordance with applicable law, Licensee's information and data (including personal information) may be shared with ClearanceJobs' affiliates or business partners in accordance with our privacy policy, and without additional compensation to Licensee or without further notice when Licensee's personal information has been provided. Licensee understands and acknowledges that Licensee's use of the Site and Licensed Product is also subject to the terms and conditions of the ClearanceJobs Privacy Policy. By acceptance of this EULA, Licensee grants to ClearanceJobs the irrevocable right to sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit products or services that may incorporate aspects of Licensee's personal information in accordance with applicable law.
This EULA shall bind and inure to the benefit of Licensee and ClearanceJobs and our respective successors and permitted assigns. Licensee may not assign, sublicense, pledge, or transfer any of its rights or obligations under this EULA to any other person or entity without ClearanceJobs' prior written consent which may be withheld in ClearanceJobs' sole discretion (and any such purposed assignment, pledge or transfer without such prior written consent shall be void). Licensee acknowledges and agrees that ClearanceJobs may, in its sole discretion, assign this EULA to any other person or entity at will without Licensee's consent.
If any of the provisions of this EULA are determined to be invalid by a court or government agency of competent authority it is agreed that such determination shall not affect the enforceability of the remaining provisions herein.
The section headings in this EULA have been inserted merely for convenience, are not a part of this EULA, and shall not affect the rights and obligations of Licensee and ClearanceJobs or the meaning of the language in this EULA.
This EULA is entered into in the State of Delaware, and shall be governed by, and construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.
Licensee hereby represents and warrants that: (a) this EULA is the legal, valid and binding obligation of Licensee, enforceable against Licensee in accordance with its terms, subject, however, to applicable bankruptcy, insolvency, reorganization, arrangement moratorium or other similar laws relating to creditors' rights generally; (b) there is no hindrance, legal, contractual or otherwise, to Licensee's entering into this EULA and performing its obligations hereunder, and Licensee has the full power and authority to execute, deliver and perform under this EULA; and (c) Licensee shall comply with all applicable international, federal, state and local laws in its performance of its obligations hereunder.
This EULA together with any Alternate Agreements referenced above, constitutes the complete understanding between Licensee and ClearanceJobs with respect to the Site and the Licensed Products and supersedes any and all prior agreements, promises, or inducements whether orally or in writing regarding the subject matter of these documents. No representation, statement, inducement oral or written, not contained herein shall bind either Licensee or ClearanceJobs.