TERMS AND CONDITIONS – SUBSCRIPTION PACKAGE
1. Agreement; Services Order Forms. This Agreement, including any attachments (collectively the "Agreement"), is between the company ("Customer") set out in the attached sales order or online order (the "Sales Order") and Monster Worldwide Ireland Limited ("Monster"). The services (the "Services") to be provided in a form of subscription package and are listed in the Sales Order and are subject to this Agreement. The sites referred to in this Agreement (the "Sites") are defined as any web sites under Monster or its affiliated companies' control, whether partial or otherwise.
2. Term, Termination and Automatic Renewal: this Agreement shall commence on the date the Sales Order is submitted to Monster and shall continue for the initial duration specified in the Sales Order (the "Initial Term") unless terminated earlier in accordance with the provisions of this Agreement. Customer's subscription will be automatically renewed for an additional 30-day period (each, a "Renewal Term") at the end of the Initial Term and any subsequent Renewal Term, unless Customer cancels the Agreement as described in Section 2(b) below prior to the end of the Initial Term or Renewal Term. At the time of automatic renewal, the applicable monthly fee will be charged to the credit card last used by Customer.
(b) Termination by Customer: Customer may cancel the Agreement at any time effective at the end of the Initial Term or any Renewal Term during which the cancellation was made. Cancellation can be made via a link available online in Customer's Account Preferences. Customer acknowledges that it will not receive any refund upon cancelling the Agreement, but that the Services will be available until the expiration of the Initial Term or Renewal Term in which the cancellation notice is received by Monster.
(c) Termination for Breach: if Customer materially breaches any provision of this Agreement, upon notice to Customer, Monster may immediately suspend all Customer passwords and access codes until the breach is cured and if applicable, immediately remove any job postings that violate a Site's terms of use. Either party may immediately terminate this Agreement if the other party materially breaches this Agreement which breach is not cured within 10 days after receipt of written notice thereof.
The terms of Sections 2, 3, 4, 8, 9 and 10 shall survive any expiration or termination of this Agreement.
3. Payment / Pricing / Product updates: amounts payable by Customer for the Services ("Fees") are due on a monthly basis by credit card only and will be charged by Monster as specified in Section 2 above. Monster will keep a copy of Customer's billing information to facilitate future payments. If at any time Customer's credit card does not accept the charge for Fees due, Customer acknowledges that Monster will not provide the Services for the period applicable to those Fees and the Sales Order will terminate automatically. Fees are exclusive of VAT. Customer will be responsible for the payment of any current or future sales, use, excise or other similar tax applicable to the Services. Fees paid for Services are non-refundable, except in the case of Monster's uncured material breach, in which case Monster will refund to Customer pre-paid amounts for Services not rendered as of the effective date of such termination. Following the Initial Term, Monster may make updates to the mix or quantity of Services included in Customer's subscription package. Monster will inform Customer via email of any such changes at least 15 days prior to the start of the Renewal Term during which the changes will take effect. Customer may reject the changes only by canceling its Services as specified in Section 2(b) above.
4. Confidentiality, Data Protection and Additional Services. (a) Each party will keep the specific terms of this Agreement confidential and not disclose them to any third party (other than to its professional advisers and/or affiliates on a confidential basis) without the other party's prior written consent, except as required by law. (b) Monster undertakes to comply with all applicable data protection legislation currently in force and will collect and process personal data in accordance with its privacy policy found at http://my.monster.ie/privacy/default.aspx. In order to maintain the integrity of its Sites, Monster reserves the right to forward contact details to any regulatory or enforcement authorities when requested to do so. Monster may also forward contact details where a complaint arises concerning Customer's use of the Site and where that use is deemed to be inconsistent with this Agreement. (c) Customer agrees that Monster may email Customer with details of enhancements of Services, important new features and other promotional announcements (including research surveys) until Customer provides written notice terminating such authorisation.
5. Ownership. Unless otherwise provided in the Product Terms and Conditions, as between Monster and Customer, any job postings, advertisements and/or videos provided by Customer for placement on any Site and all intellectual and other proprietary rights therein are and shall at all times remain Customer's property. Customer grants to Monster and its affiliates an irrevocable, royalty-free, perpetual, fully paid up, non-exclusive and worldwide license to use, copy, reproduce, publish, perform, display and distribute such job postings, advertisements and/or videos provided by Customer (in whole or in part). Customer also grants to Monster a non-exclusive, royalty free, non-transferable limited licence to use, display, copy and publish Customer's trade marks, logos and other intellectual property provided to Monster solely for the purposes of performing its obligations under this Agreement. Monster shall retain all right, title and interest, including all intellectual property rights, to and in: (i) any proprietary technology and software contained or incorporated in or part of the Sites and (ii) the content (excluding Customer's content as described above) on or part of the Sites and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing.
6. Terms of Use. (a) If Customer is a staffing or recruitment agency, postings may only be posted or advertising placed under Customer's own logo or brands. If Customer is an advertising agency, postings may only be posted or advertising placed under the logos or brands of Customer's client or end user as designated in the Sales Order. In any other event, 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 Service and may not post postings or place advertising under any logos and/or bands other than its own. (b) Customer acknowledges that it must comply with the Terms of Use of each Site accessed by Customer. Terms of Use of each Site are available from the applicable Site's homepage through the link "Terms of Use." To the extent there is any inconsistency between any accessed Site's terms of use described in this paragraph and the terms of this Agreement, the terms of this Agreement will prevail. (c) Monster reserves the right to suspend the Services offered to Customer by Monster and/or all passwords and other access codes if Monster has reasonable cause to suspect that Customer is in breach of any of this Agreement or any agreement with Customer or any Terms of Use.
7. Limited Warranty. Monster warrants that it will perform Services in a professional manner in accordance with prevailing industry standards. Except for the foregoing, Monster makes no warranties, express or implied, including the warranties of merchantability, fitness for a particular purpose, or non-infringement with respect to the Services or the Sites, or the functionality, compatibility with specific software browsers, performance or results of use of the Services or the Sites.
8. 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 third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (a) infringement or alleged infringement of any patent, copyright, trade secret or other proprietary right of any third party, arising out of or relating to, (i) in the case of Monster, the delivery of the Services and (ii) in the case of the Customer, the provision of any material to any Site by or on behalf of the Customer; (b) in the case of Monster, gross negligence or willful misconduct arising out of or relating to the delivery of the Services; and (c) in the case of the Customer, gross negligence, willful misconduct or defamation arising out of or related to use of the Services. 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.
9. Limitation of Liability. Nothing in these conditions shall limit either party's liability to the extent as prohibited by law. Except for obligations of an indemnifying party under clause 8, and 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 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 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) each party's maximum liability arising out of or in connection with this Agreement, any product, the services provided hereunder or any site will not exceed the amount paid or payable by Customer to Monster during the term hereof.
10. Miscellaneous. Each party agrees with respect to its use or provision of the Services to comply with all applicable laws, including but not limited to those relating to labour, employment and data protection. Customer also agrees that age, gender, religious beliefs, health, sexual orientation or ethnicity data or any other such information provided by an applicant will not be used in any employment-related decision. 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 Monster and Customer or any of Customer's employees or agents. This Agreement, which may be executed in counterparts, 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), as well as any sales orders or other terms and conditions or purchase terms not supplied by Monster that have been or may from time to time be submitted by Customer, and cannot be amended or waived except in writing and agreed by both parties. Save as otherwise allowed in Clause 3, neither party may assign this Agreement in whole or in part, by merger, asset or share sale or transfer, or otherwise, without the prior written consent of the non-assigning party, except, in the case of Monster, (i) in connection with a merger, consolidation, reorganisation or sale of all or substantially all of its assets, or (ii) to a party controlling, controlled by or under common control with Monster (each a "Permitted Assignment"). 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. In the event that any of the provisions of these conditions shall be determined by a competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions which shall continue to be valid to the fullest extent permitted by law. This Agreement, and any disputes between Customer and Monster relating to this Agreement, shall be governed by and construed in accordance with the laws of Ireland and the parties submit to the exclusive jurisdiction of the Irish courts. Each party's performance under this Agreement is subject to force majeure. All notices given hereunder shall be given by first class mail, return receipt requested or overnight courier, to the respective addresses set out in the Sales Order, and shall be deemed given upon actual delivery thereof. No terms of this Agreement are enforceable by any person who is not a party to it.
PRODUCT TERMS – subscription plan
Each subscription plan (START PLAN, STANDARD PLAN, PREMIUM PLAN), in accordance to its type, shall include (i) certain amount of Slot Job Ads; and/or (ii) access to Monster Search. The amount of subscribed Slot Job Ads and details of Monster Search access shall be specified in the Sales Order. Slot Job Ads may include additional services as Job Bolding or Job Refresh if and as specified in the Sales Order.
(i) Slot Job Ads: Monster will permit Customer to post jobs ads (i.e.; an advertisement for a job vacancy placed on the Site/s specified on the Sales Order) to a slot ("Slot Job Ads") on the Site in accordance with the terms of this Agreement and the Terms of Use. Slot Job Ads may be posted for a minimum of one (1) day and a maximum of thirty (30) days during the Product Duration specified in the Sales Order for such Slot Job Ads. Each Slot Job Ad will automatically expire thirty (30) days from activation unless expired sooner by Customer. Each Slot Job Ad may include only one (1) job description in one (1) location and one (1) job category with up to three (3) occupations and three (3) industries per category. Slot Job Ads can be expired at any time by Customer and once expired can be replaced with a different Slot Job Ad. Once a Slot Job Ad has been manually expired by Customer, the same Slot Job Ad cannot be reposted for at least 24 hours. Customer acknowledges that Slot Job Ads on the Sites also appear in search results on other websites owned or affiliated with Monster, including websites co-branded with third parties. Slot Job Ads submitted to Monster via the Business Gateway (BGW) may be sent no more than once per day, in a format to be specified by Monster, using FTP, XML or HTTP (depending on the format). The Sales Order may also describe whether the Slot Job Ads include bolding and the terms, if any, under which the job postings may be auto-renewed. Further terms applicable to both job postings and Slot Job Ads are as highlighted above.
The Customer agrees that all postings that it displays on the Site will relate to specific live job positions and will not be stock or generic job descriptions. Save as set forth in the Sales Order, Customer agrees not to post any job on any Site that: (i) does not comply with applicable laws or regulations; (ii) contains links to any site competitive with Monster; (iii) contain "hidden", irrelevant or misleading keywords; (iv) contains any pyramid scheme, "club membership", distributorship or sales representative agency arrangement or other business opportunity which requires an up front or periodic payment, pays commissions only (except where the posting states that it is commission only and clearly describes the products/services to be sold), or requires recruitment of other members, sub-distributors or sub-agents; (v) contains any logo or brands other than its own save as permitted by clause 6 of the Terms and Conditions; (vi) contains a hyperlink to Customer's own career website; or (vii) contains a hyperlink to any website which contains material which is defamatory, offensive or obscene or of a menacing character or which may, in Monster's judgment, cause annoyance or inconvenience or anxiety to any person including, without limitation, any racist, sexist, harassing, threatening, discriminatory, vulgar or abusive material, opinions or messages. Monster reserves the right in its sole discretion to immediately remove any non-compliant job posting or postings on any Site which Customer has not expressly purchased, at any time.
JOB BOLDING: Job Bolding allows Customer to bold the job posting name and location in the list of results on all job searches.
JOB REFRESH: Job Refresh allows Customer to refresh job postings one or more times during the time period of the postings. When refreshing a Job Posting, the posting will be sent to the top of the job search result list and the date published will likewise be updated.
(ii) Search Monster
A Search Monster License provides Customer with access to Monster’s CV database which contains searchable CVs of job seekers (“CV Database”). A Search Monster is a license for a single, individual user under the direct control of Customer (“CV User”) to access the CV Database through one unique password for the duration and type (i.e. national or local) as set forth in the Sales Order. Each Search Monster License will be subject to a reasonable usage policy including a limit of 20,000 cv views in any 12 months (pro-rated for shorter licences). A CV view occurs when a CV is acted upon following a cv search. Examples of a single CV view include without limitation when a CV User: (a) opens a CV, (b) opens and prints the cv, (c) opens and emails the CV, (d) opens and adds it to a folder or (e) adds a CV to a folder without opening such CV. Multiple CV views occur when a CV User opens and closes the same CV multiple times (Note: a “viewed” icon will be displayed in the CV search results to indicate that a CV has been viewed by the CV User). Once a CV is placed in a folder, Customer may open the CV multiple times without further CV views occurring. Customer agrees to notify Monster promptly after the departure of any person to whom a password was provided and Monster reserves the right to cancel such password and issue a replacement password, upon notification to Customer. Monster reserves the right periodically to change issued passwords upon notification to Customer. If additional users (other than named CV Database license holders) are accessing the CV Database, then such sharing will be a breach of this Agreement. Customer agrees that it will use the CV database to search for candidates for specific live jobs with matching profiles and will not offer them any other services. The Monster Search License may also not be used to source candidates generally or to contact job seekers or CV holders in regards to any home-based business opportunities, fee-based business opportunities or franchise opportunities.