April 18, 2019
ATSI, a Delaware corporation (Trakstar, Reviewsnap, Recruiterbox, Mindflash), (hereinafter referred to as “Company”, and “Customer”, as referred to on the Customer Agreement are sometimes referred to as “Party” or collectively as “Parties” in this “Agreement.”
A. Company owns proprietary employee Human Resource Software and documentation (hereinafter referred to as the “System”);
B. Customer desires to access the System and Company desires to offer the System according to this Agreement as set forth below.
C. ATSI reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending Customer a notice via e-mail, and Customer consents to receipt of such notice. Customer shall be responsible for reviewing and becoming familiar with any such modifications. Use of the System by Customer following such notification constitutes Customer’s acceptance of the terms and conditions of this Agreement as modified. Any new features that augment or enhance the current System, including the release of new tools and resources, shall be subject to this Agreement.
NOW THEREFORE, in consideration of the recitals, covenants and consideration set forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
a. Reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from the System or any component thereof;
b. Copy, reproduce, modify, sell, lease, sub-license, market or commercially exploit in any way the System or any component thereof (including the further distribution or blank forms or templates) other than as expressly agreed to in this Agreement;
c. Use, or permit the use of, the System except for Customer’s internal purposes. Customer agrees that it shall not provide access to or perform services for third parties using the System including, but not limited to, any service bureau, time-sharing, lease, distribution or re-sale, rental, application service provider arrangement, or any other arrangement;
d. Disclose, resell or grant access to an access code to the System or any component thereof to any third party not affiliated with the company.
a. Amounts invoiced hereunder are due are due upon receipt of invoice.
b. Customer agrees to pay any sales, value-added or other similar taxes imposed by applicable law that Company must pay based on this Agreement, except for taxes based on Company’s income.
c. Customer must provide full legal name, full company name, a valid e-mail address, correct billing information and any other information requested in order to complete the payment process.
a. An Outage will be deemed to occur when the System is unavailable to Customer in Customer’s hosted production environment, and end when ATSI has restored availability of the Application. Except for those instances described below, Company shall ensure 99.9% Application Availability. Failure to achieve service availability shall not constitute a material breach of this Agreement. Instead, Application Availability falling below these thresholds, as measured in one calendar month, will result in an extended Credit to be refunded to Customer as percentage of monthly cost of service (1/12th annual subscription) as follows:
b. Customer agrees to notify Company immediately if Customer suspects the Site is unavailable due to a fault of Company. Customer agrees to provide reasonable information as requested by Company for proper diagnosis or repair.
c. Service Level Commitment does not apply as a result of:
a. First-Line Support. Customer shall provide first-line support to its Users. Customer shall appoint an “Internal Administrator” and communicate in writing to Company the Internal Administrator’s name and contact information. In order for the System to function, Users must be trained and Customer-specific data must be input into the system. The Internal Administrator shall be responsible for input of Customer related information, User ID information, and organizational structure. All questions regarding the functioning of the System shall be directed first to Customer’s Internal Administrator.
b. Second-Line Support. Provided that Customer is current in its payment of fees under this Agreement, Company shall provide to Customer its standard technical support and maintenance. Company support personnel shall be available to the Customer’s Internal Administrator to provide telephone support and assistance via-e-mail and other Internet based technology directly to Customer’s Internal Administrator during Company’s normal business hours (9:00 AM-8:00 PM Eastern Time M-F). Second-line support means direct technical support of the System, including, but not limited to, (1) direct response to the Internal Administrator’s inquiries concerning performance, functionality or operation of the System; (2) a direct response to reported problems for performance deficiencies with the System; (3) a diagnosis of problems for performance deficiencies of the System; and (4) a resolution of the problems for performance deficiencies of the System. Company shall also provide standard error correction and maintenance modifications to the System.
c. Notwithstanding the above, if Company makes a reasonable business determination that the technical support requested by Customer pursuant to this section will entail detailed, specialized maintenance or support services different in kind or amount from those provided to other similar Customer of the System, Company shall notify Customer that the requested support is considered an additional service which shall be subject to additional fees, to be negotiated.
a) Each Party acknowledges that confidential information (including customer data, trade secrets and confidential technical, financial and business information) (collectively, “Confidential Information”) may be exchanged between the Parties pursuant to this Agreement. Each Party shall use no less than the same means it uses to protect its similar confidential and proprietary information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information of the other Party. Each Party agrees that it will not disclose or use the Confidential Information of the other Party except for the purposes of this Agreement and as authorized herein. Customer will promptly report to Company any unauthorized use or disclosure of Company’s Confidential Information that the Customer becomes aware of and provide reasonable assistance to Company (or its licensors) in the investigation and prosecution of any such unauthorized use or disclosure.
b. Notwithstanding Section 12(a), the recipient of Confidential Information may use or disclose the Confidential Information to the extent that such Confidential Information is: (i) already known by the recipient without an obligation of confidentiality, (ii) publicly known or becomes publicly known through no unauthorized act of the recipient, (iii) rightfully received from a third party without any obligation of confidentiality, (iv) independently developed by the recipient without use of the Confidential Information of the disclosing Party, (v) approved by the disclosing Party for disclosure, or (vi) required to be disclosed pursuant to a requirement of a governmental agency or law so long as the recipient provides the disclosing Party with notice of such requirement prior to any such disclosure and takes all reasonable steps available to maintain the information in confidence.
c. Customer shall safeguard and maintain the Confidential Information of Company in strict confidence and shall not, and shall cause all Users not to, disclose, provide, or make such Confidential Information or any part thereof available in any form or medium to any person except to the Customer’s employees, contractors and consultants who have a need to access such Company’s Confidential Information in order to enable the Customer to exercise its rights under this Agreement. The Customer also agrees not to: (i) disclose to third parties (whether in writing or orally) any benchmark test data related to the System, and (ii) use Company’s Confidential Information to create any computer software or documentation that is substantially similar to the System software.
a) Customer will have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of [including Customer’s intellectual property ownership of and Customer’s right (and that of the Users of Customer’s organization) to access or use all data, information, or material that Customer submits to the System during Customer’s access or use of the System (“Customer Data”). Company does not own any Customer Data.
b) During the term of this Agreement, Customer hereby grants to Company the right to duplicate, create derivative works, distribute and display Customer Data solely to enable Company to provide the System to Customer in conformance with the Specifications.
c) Except as permitted in this Agreement, Company will not edit, delete, or disclose the contents of Customer Data unless authorized by Customer or unless Company is required to do so by law or in the good faith belief that such action is necessary to: (i) conform with applicable laws or comply with legal process served on Company; (ii) protect and defend the rights or property of Company; (iii) enforce this Agreement; or (iv) perform Company’s obligations described in this Agreement, the Specifications or in conformance with Customer’s instructions.
d) Company may provide user statistical information such as usage or traffic patterns in aggregate form to third parties, but such information will not include identifying information. Company may access Customer Data to respond to service or technical problems with the System.
e) Customer will be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store regarding any Customer Data.
f) Company reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Customer Data that Customer may store, post or transmit on or through the System.
a. Where applicable, Customer acknowledges that ATSI has no control over, and no duty to take any action regarding: which Content (as defined hereafter) Customer accesses via the Site; what effects the Content may have on Customer; how Customer may interpret or use the Content; or what actions Customer may take as a result of having been exposed to the Content. Customer releases ATSI from any and all liability for Customer having acquired, used, relied on, acted upon (or not acquired) Content obtained or obtainable through the Site. ATSI makes no representations or warranties concerning any content contained in or accessed through the Site, and ATSI will not be responsible or liable for the accuracy, completeness, copyright compliance or legality of material or Content contained in or accessed through the Site.
b. To the fullest extent allowed by law, ATSI disclaims any liability or responsibility for the accuracy, reliability, availability, completeness, legality or operability of the content, material and/or services provided on this site. By using this site, you acknowledge that ATSI is not responsible or liable for any harm resulting from (1) use of the site; (2) the temporary or permanent inability to access or retrieve any content from the site and (3) downloading information contained on the site; including, without limitation, harm caused by viruses, worms, trojan horses, or any similar contamination or destructive program.
c. The limitations specified in this section will survive termination or expiration of this agreement. Some states do not allow limitations relating to implied warranties, so the above limitations may not apply to Customer.
a) Except as otherwise provided herein, for any breach or default by company of any of the provisions of this agreement, or with respect to any claim arising herefrom or related hereto, Company and its licensors’ entire liability, if any, shall in no event exceed annual fees paid to Company by customer pursuant to this agreement in the calendar year in respect of which the cause of action first arose. Customer acknowledges that the prices quoted herein are consideration for the stated limits of liability in this paragraph. In no event will Company and its licensors be liable for special, incidental, indirect, or consequential loss or damage, lost business revenue, loss of profits, loss of data, loss of cover, damages for delay, punitive or exemplary damages, failure to realize expected profits or savings or any claim against Customer by any other person, even if Company and its licensors have been advised of the possibility of any such losses or damages and even if the remedy set forth herein shall be deemed to have failed of its essential purpose.
b. No party may bring an action, regardless of form, arising out of or related to this agreement (other than to recover fees or expenses due to company) more than one year after the cause of action has arisen or the date of discovery of such cause, whichever is later.
All inquiries may be directed to:
CEO and Privacy Shield Portal Administrator
911 E. Pike St, #333 Seattle,
ATSI, d/b/a RECRUITERBOX ADDENDUM
A.) Customer Content Storage and Retrieval
B.) External Job Boards and Other Vendors
(a) Company provides no warranty or guarantee that you will receive the same results as shown in the aggregated data presented on job boards or any other rating system found in the System.