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Connect-Subscription Terms of Service

Betts Connect Subscription Services Agreement

The Client (“Subscriber”) and Betts desire to establish the terms and conditions under which Betts will provide Subscriber access to the Betts Connect online recruiting platform (“Betts Connect”).

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows: 

  1. Services:
    Betts Connect allows you to connect with individuals seeking employment opportunities (each, a “Candidate”). During the Subscription Period specified on the Service Order (“Subscription Period”), Betts grants Subscriber a non-exclusive and non-transferable license to use and access Betts Connect solely for Subscriber’s internal business purposes. During the Subscription Period, you will be able to browse Candidate profiles on Betts Connect, communicate with these Candidates and submit non-binding interview requests for Candidates. Candidates may, in their sole discretion, accept or reject an interview request and/or job offers. Once a Subscriber has discovered a Candidate on Betts Connect, Subscriber agrees to communicate exclusively with the Candidate through Betts Connect until you initiate the interview request and such interview request is accepted by the Candidate.

  2. Termination: 
    This Agreement may be terminated in the following manner: (a) pursuant to the Service Order, (b) by the non-breaching party immediately upon written notice to the breaching party in the event of a material breach of this Agreement (including failure to pay the Subscription Fee) by such breaching part, (c) by a party immediately if the other party commences a voluntary or involuntary bankruptcy, liquidation, dissolution or winding up, or on the appointment of a receiver for its assets, or (d) at any time upon the mutual written consent of Betts and Subscriber. Subscriber may email cancellation to [email protected] for written notification. As a condition precedent to Subscriber’s right to terminate this Agreement pursuant to this Section 2, Subscriber shall pay to Betts all amounts due to Betts under this Agreement. 

    After termination of the contract, any and all candidates pitched or interviewed on the Connect Platform and hired by Client or subsidiaries or affiliated in any capacity within 365 days after introduction, Client will pay Betts a placement fee of 25% of the base salary of that hire. 
  1. Jurisdiction:
    All offers for employment must be made for positions located in the United States of America.

  2. Proprietary Information. 
  1. From time to time, Betts or Subscriber (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”) information about its business affairs, goods and services, confidential information and materials comprising or relating to sensitive or proprietary information. Such information, whether delivered orally or in written, electronically or in other form or media, and whether or not marked, designated or otherwise identified as “confidential”, is collectively referred to as “Confidential Information” hereunder. 

  2. The Receiving Party shall, from disclosure of such Confidential Information into perpetuity: (i) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information, except to the Receiving Party’s respective employees, contractors, officers, directors, partners, shareholders, attorneys, third-party advisors, successors and assigns (collectively, “Representatives”) who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 4 caused by any of its Representatives. 

  3. This Section 4 and this Agreement shall apply to all Confidential Information disclosed by a Disclosing Party to a Receiving Party, whether before, on or after the date hereof. 

  4. The Receiving Party’s obligations under this Section 4 shall not apply to any information that (i) is in Receiving Party’s possession before the time of disclosure by Disclosing Party and was not acquired, directly or indirectly, from Disclosing Party, as conclusively demonstrated by contemporaneous records of the Receiving Party; (ii) is or becomes public knowledge through no fault of the Receiving Party; (iii) is rightfully received by the Receiving Party from a third party on a non-confidential basis, provided that the source of such information is not bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality with respect to such information, and provided further that such disclosure does not otherwise breach this Section 4 or otherwise breach this Agreement or violate the Disclosing Party’s rights; or (iv) is independently developed by the Receiving Party without any use of information acquired, directly or indirectly, from the Disclosing Party, as conclusively demonstrated by records of the Receiving Party created at the time of such independent development. 

  5. Subscriber will refrain from engaging in any practice in which data is scraped or any other variation of such activity from the Connect platform. If the Subscriber is determined to be engaged in scraping activities by Betts, Betts has the right to immediately terminate the contract with the subscriber waiving their right to a refund. 
  1. Proprietary Rights:
    Except for the limited rights and licenses expressly granted hereunder by Betts to Subscriber, no other license is granted to Subscriber, no other use is permitted by Subscriber, and Betts shall retain all rights, title and interest (including all intellectual property and proprietary rights) in and to Betts Connect, all copies, modifications and derivative works thereof, and all Betts trademarks, names, logos, all right to patent, copyright, trade secret and other proprietary or intellectual property rights.

  2. Non-Solicitation:
     During the Subscription Period and for a period of six (6) months thereafter, neither Betts nor Subscriber shall, either alone or in association with others, solicit, or permit any organization directly or indirectly controlled by such party to solicit, any employee of the other party to leave the employ of such other party.

  3. Remedies:
     Betts and Subscriber acknowledge that any impending or existing breach of the provisions of Sections 4, 5 or 6 of this Agreement shall result in serious and irreparable injury to the non-breaching party, and the non-breaching party shall be entitled to seek both temporary and permanent injunctive relief (to the extent permitted by law) or local law equivalents without the necessity of proving actual damages or posting a bond, in each case in addition to all other rights and remedies available to the non-breaching party in contract, at law, in equity, by statute or otherwise. No failure of the non-breaching party to exercise, or delay by the non-breaching party in exercise, any right, power or privilege hereunder shall operate as a waiver thereof.

  4. Representations & Warranties: 
    Each party hereby represents and warrants to the other party that (a) such party has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement and grant the rights and licenses contained herein, (b) the execution, delivery and performance of this Agreement by such party has been duly authorized by all necessary action on the part of such and no other proceedings on the part of such party are necessary to authorize this Agreement or perform its obligations under this Agreement and (c) this Agreement has been duly executed and delivered by such party and constitutes the valid and binding obligation of such party and is enforceable against such party in accordance with its terms. Betts further warrants that it will provide Betts Connect in compliance with all applicable state, federal and local laws, and regulations, including those relating to data protection, privacy, and data security
     
  5. No Warranties:
    NONE OF BETTS, ITS AFFILIATES OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “BETTS PARTIES”) ENDORSE ANY CANDIDATE OR ANY CANDIDATE CONTENT MADE AVAILABLE THROUGH BETTS CONNECT. SUBSCRIBER ACKNOWLEDGES THAT BETTS CONNECT MERELY ASSISTS EMPLOYERS IN IDENTIFYING CANDIDATES THAT THEY ARE LOOKING TO HIRE. NONE OF THE BETTS PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN CANDIDATES AND EMPLOYERS OR FOR ANY RESULTS CAUSED BY USING BETTS CONNECT, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE. BETTS CONNECT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF BETTS CONNECT IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BETTS CONNECT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NONE OF THE BETTS PARTIES WARRANT THAT THE CANDIDATE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT BETTS CONNECT WILL MEET YOUR REQUIREMENTS OR THAT YOU WILL FIND CANDIDATES SUITABLE FOR EMPLOYMENT; THAT BETTS CONNECT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT BETTS CONNECT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  1. Waiver & Liability Cap:
    EXCEPT WITH RESPECT TO A BREACH OF THE CONFIDENTIALITY AND INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY, AND UNDER ANY THEORY OF LIABILITY, FROM THIS AGREEMENT OR FROM USE OF BETTS CONNECT. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, EXCEPT FOR EACH PARTY’S OBLIGATIONS WITH RESPECT TO CONFIDENTIALITY AND INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY’S LIABILITY IN CONNECTION WITH THIS AGREEMENT OR FROM USE OF BETTS CONNECT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAID BY SUBSCRIBER TO BETTS FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE.

  2. Independent Contractor Status:
     Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between Betts and Subscriber. Neither Betts nor Subscriber has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

  3. Notices:
    Betts and Subscriber shall deliver all notices and other communications under this Agreement in writing and addressed to the other party at the addresses set forth on the first page of this Agreement or to such other addresses as may be designated by the receiving party from time to time in accordance with this section. Each party shall deliver all notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), facsimile or email (in each case, with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the notice has complied with the requirements of this Section.

  4. Entire Agreement: 
    This Agreement, along with any Service Order, signed by both parties, constitute the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

  5. Amendment:
    This Agreement may be amended or modified only by a written instrument executed by both Betts and Subscriber. 
  1. Assignability:
    Except as otherwise provided herein, neither party may assign or otherwise transfer this Agreement without the prior written consent of the other party which shall not be unreasonably withheld or delayed; except that either party may assign or otherwise transfer this Agreement without consent to (i) an affiliate or (ii) in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of the assets; provided that the assigning party provides prompt written notice to the other party of any such permitted assignment. The Agreement shall be binding on and inure to the benefit of the permitted assignee.

  2. Governing Law:
    This Agreement shall be governed by and construed in accordance with the laws of Texas without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other party in any way arising from this Agreement in any forum other than the United States District Court for the Western District of Texas, Austin Division or, if such court does not have subject matter jurisdiction, the courts of the State of Texas, located in Austin, Texas. You hereby consent and submit to the personal jurisdiction in the United States District Court for the Western District of Texas, Austin Division and the courts of the State of Texas, located in Austin, Texas. The prevailing party or parties shall be entitled to recover its reasonable attorneys’ fees and costs.

  3. Survival:
    Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties contained herein will survive the expiration or earlier termination of this Agreement; and (b) the last sentence of section 2, 4, 5, 6, 7, 9, 10, 11, 12, 16, 17 and 18 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, will survive the expiration or earlier termination of this Agreement.

  4.  Miscellaneous:

    • 18.1 No delay or omission by a party in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by a party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. 

    • 18.2 The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement. 

    • 18.3 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the court may modify this Agreement to affect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

    • 18.4 This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together is deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.