These Terms of Service (“Agreement”) sets forth the terms under which Jobatar Ltd, a company registered in England under registration 083 577 91 (“Jobatar”) will provide Customer with access to and use of certain software-as-a-service offering(s), including mobile applications (the “Hosted Service”) identified in the applicable Order Form. Jobatar will provide its Hosted Service (defined below) to the (“Customer”) identified on a Order Form executed in connection with this Service Agreement (an “Order”) who desires to purchase Jobatar’s Hosted Service, and to whom Jobatar desires to make available its Hosted Service, in accordance with the terms and conditions set forth in this Service Agreement (“Agreement”).
Customer and Jobatar are referred to herein each individually as a “Party” and collectively as the “Parties”.
1.1 “Agreement” means these terms and conditions, together with any and all Order Forms referencing these terms and conditions, any other statements of work, exhibits or appendices thereto, whether attached or incorporated by reference.
1.2 “Comments” means all comments and other similar input submitted to the Platform by Customer personnel with respect to any Questions or Responses.
1.3 “Customer” means the customer entity that has executed an Order Form, placing an Order with Jobatar.
1.4 “Customer Data” means all electronic data or information submitted by Customer to and stored by the Hosted Service.
1.5 “Electronic Communications” means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Hosted Service.
1.6 “Initial Term” means the initial subscription term specified in the applicable Order Form, excluding any renewal terms.
1.7 “Order Form” means a Jobatar ordering document, renewal notification or Order Form in the name of and executed by Customer and accepted by Jobatar, which specifies the Hosted Service and any implementation and/or professional services to be provided by Jobatar subject to the terms of this Agreement.
1.8 “Jobatar” means Jobatar Ltd.
1.9 “Questions” means all original interview questions created by Customer and submitted to the Hosted service.
1.10 “Respondents” means all end users of the Hosted Service that submit responses to Questions through the Hosted Service.
1.11 “Responses” means all responses to Questions submitted to the Hosted Service by Respondents
1.12 “Services” means, collectively, the Hosted services and related services provided hereunder, including the Subscription Services, and any other professional services.
1.13 “Term” means the Initial Term specified in the applicable Order Form and any renewal terms.
1.14 “Third Party Applications” means online, Web-based applications or services and offline software products that are provided by third parties, and interoperate with the Hosted Service.
1.15 “Users” means individuals who are authorised by Customer to use the Hosted Service, for whom subscriptions to a Hosted Service have been purchased on an Order Form, and who have been supplied user identifications and passwords by Customer.
2) General Terms.
2.1 Order. Customer shall order Services from Jobatar by mutual execution of a Order Form that specifies the Services, applicable subscription term(s), and fees. The Order Form is incorporated into this Agreement by reference. Additional Services ordered in any subsequent Orders shall be governed by, and incorporated by reference into, this Agreement.
2.2 License. Subject to the terms of this Agreement and payment of the applicable fees, Jobatar grants to Customer during the Term a limited, non-transferable, revocable, and non-exclusive license to permit Users to use the Hosted Service in accordance with the use parameters, pricing, and payment terms described in this Agreement and the applicable Order Form solely for Customer’s own internal business purposes (unless otherwise agreed in writing), and in accordance with the terms and conditions of this Agreement.
2.3 Internet Access. An Internet connection is required for transmission of the Hosted Service. Customer is responsible for procuring and maintaining the network connections and all software and equipment that may be necessary to connect the Customer network to the Hosted Service, including, but not limited to, “browser” software that supports protocols utilised by the Hosted Service. Jobatar assumes no responsibility for the reliability or performance of any computer networks, connections, or systems not owned or operated by Jobatar. Further, Jobatar shall not be liable to Customer under any circumstances in which a third party mobile application host (i.e. Apple, Google, RIM, etc.) or a third party service provider (i.e. o2, Orange, T-mobile, Vodafone etc.) fails to provide continuous connectivity or other service required for download, communication, or other functionality of the Hosted Service.
2.4 Users: Passwords, Access, and Notification. Customer, through its Administrator, shall authorise access to and assign unique passwords and user names up to the number of Users purchased by Customer on the Order Form. User logins are for designated Users and cannot be shared or used by more than one User. Regardless of the length of the Term, unused or vacant User logins expire at the end of each annual period. Customer will be responsible for the confidentiality and use of User’s passwords and user names. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the Hosted Service or under Customer’s account. Customer shall use commercially reasonable efforts to prevent unauthorised access to or use of the Hosted Service and shall promptly notify Jobatar of any unauthorised access or use of the Hosted Service and any loss or theft or unauthorised use of any User’s password or name and/or Hosted Service account numbers.
2.5 Use Of The Hosted Service. Customer is responsible for all activities conducted by its Users and for its Users’ compliance with this Agreement, including the content of all Customer Data. Customer and its Users will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Hosted Service, including without limitation those related to privacy, electronic communications and anti-spam legislation. Customer will not: (a) sell, lease, license or sublicense the Hosted Service; (b) introduce into or transmit through the Hosted Service any virus, worm, trap door, back door, and other harmful or malicious code, files, scripts, agents, or programs; (c) transmit or store infringing material in the Hosted Service; (d) send any Electronic Communication from the Hosted Service that is unlawful, harassing, libelous, defamatory or threatening. Except as permitted by this Agreement, no part of the Hosted Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Customer agrees not to access the Hosted Service by any means other than through the interfaces that are provided by Jobatar. Customer shall not do any “mirroring” or “framing” of any part of the Hosted Service, or create Internet links to the Hosted Service which include log-in information, user names, passwords, and/or secure cookies. Customer shall be responsible for its Users’ use of the Hosted Service, including Customer’s contractors and agents, and Customer’s Affiliates, regarding compliance with this Agreement.
2.6 Third Party Web Sites, Products & Hosted Services. Jobatar or third party providers may offer Third Party Applications and related services to Customer hereunder. Customer acknowledges and understands that the use of such Third Party Applications or services shall be subject to separate terms and conditions as set forth on an Order Form or as otherwise provided to Customer. Except as expressly set forth in the Order Form, Jobatar does not warrant any such Third Party Applications or services. If Customer installs or enables Third Party Applications or services for use with the Hosted Service, Customer agrees that Jobatar may allow such third party providers to access Customer Data as required for the interoperation of such Third Party Applications with the Hosted Service, and any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider. The continuing availability of the Third Party Application is subject to the continued effectiveness and terms of the contract between Jobatar and the third party provider.
2.7 Transmission Of Data. The Hosted Service allows Customer to send Electronic Communications directly to Jobatar and to third parties. Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to use of the Hosted Service. Customer expressly consents to Jobatar’s receipt and storage of Electronic Communications and/or Customer Data, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Jobatar. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorised parties when communicated across the Internet, network communications facilities, telephone or other electronic means. Jobatar uses encryption in various locations and methodologies within the Hosted Service and the infrastructure working behind it. Customer Data is encrypted while in transit to and from the Hosted Service; however Jobatar is not responsible for any Electronic Communications and/or Customer Data which are delayed, lost, altered, intercepted or stored during the transmission of any data across networks not owned and/or operated by Jobatar, including but not limited to, the Internet and Customer’s local network.
3.1 Ownership Of Customer Data. As between Jobatar and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer.
3.2 Jobatar Intellectual Property Rights. Customer agrees that all rights, title and interest in and to all intellectual property rights in the Hosted Service and Documentation are owned exclusively by Jobatar or its licensors. Except as provided in this Agreement, the time-limited access license, in the nature of a subscription, granted to Customer does not convey any rights in the Hosted Service, express or implied, or ownership in the Hosted Service or any intellectual property rights thereto. Jobatar shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Hosted Service any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Hosted Service.
3.3 Usage Data. Jobatar may collect and use data pertaining to the use of the Hosted Service (“Usage Data”). Any Usage Data collected will be anonymous without reference to the particular User. Jobatar may use the Usage Data for its internal research and development purposes and may disclose Usage Data in an aggregated format that in no way identifies Customer or any particular user (e.g. Jobatar may disclose aggregate interview volume statistics for all of its customers). Jobatar may use analytical data in connection with developing, enhancing, maintaining, supporting, and providing the Jobatar Hosted Service to Customer and Jobatar’s other customers, provided that Jobatar may not disclose Customer Data to any third party in raw form, or disclose any personal information regarding Customer personnel or Respondents, or identify Customer or Respondents on an individual basis as the source of such Analytical Data.
4) Fees & Payment.
4.1 Fees. In consideration of the right to use the Hosted Service(s) granted in Section 2.2 and any associated implementation and/or professional services, Customer will pay the fees specified in the applicable Order Form (“Fees”). Jobatar will invoice Customer for all amounts payable to Jobatar hereunder in accordance with the applicable Order Form, which Customer will pay in full within fourteen (14) days of the date of such invoice unless provided otherwise in the Order Form. Except as expressly provided herein all amounts paid hereunder are final and non-refundable.
4.2 Taxes. All Fees payable under the applicable Order Form are net amounts and payable in full, without deduction for taxes or duties of any kind. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind, including, but not limited to, any applicable sales tax, use tax, and value added taxes (VAT) or other similar taxes, if any, associated with this Agreement or Customer’s receipt or use of the Hosted Service, excluding taxes based on Jobatar’s gross or net income. In the event that Jobatar is required to collect or pay any tax for which Customer is responsible, Customer will pay such tax directly to Jobatar. If Customer is a tax-exempt organisation and is not obligated to pay taxes arising out of this Agreement, Customer will provide Jobatar with any required documentation to verify its tax-exempt status with the applicable taxing authorities.
5) Term, Termination, Suspension.
5.1 Term. The term of this Agreement shall commence upon execution of the Order Form in connection with this agreement (the “Effective Date”) and shall continue until expiration of all Order Forms, or termination as outlined in in this Section 5.
5.2 Renewal. Unless otherwise stated in an Order Form, the term for the provision of Subscription Services shall automatically renew for additional annual terms on the expiration date of the then current term. Should Customer wish to terminate its use of the service, at least 30 days written notice must be provided prior to the renewal date of the then current term.
5.3 Suspension Delinquent Account. Jobatar reserves the right to suspend Customer’s access to and/or use of the Hosted Service for any accounts for which any payment is due but unpaid, but only after Jobatar has provided Customer with a delinquency notice, and at least fifteen (15) days have passed since the transmission of the notice. Customer agrees that Jobatar shall not be liable to Customer or other third party for any suspension of the Hosted Service pursuant to this Section.
5.4 Suspension For Ongoing Harm. Customer agrees that Jobatar may suspend access to the Hosted Service if Jobatar reasonably concludes that Customer’s use of the Hosted Service: (i) is being used to engage in denial of service attacks, spamming, or illegal activity; or (ii) is causing immediate, material and ongoing harm to Jobatar or others. In the extraordinary event that Jobatar suspends Customer’s access to the Hosted Service, Jobatar will use commercially reasonable efforts to limit the suspension to the offending portion of the Hosted Service and resolve the issues causing the suspension of Hosted Service. Customer further agrees that Jobatar shall not be liable to Customer nor to any third party for any suspension of the Hosted Service under such circumstances as described in this Section.
5.5 Termination For Cause, Expiration. Either party may immediately terminate this Agreement and any applicable Order Forms issued hereunder in the event the other party commits a material breach of any provision of this Agreement that is not cured within thirty (30) days of receiving written notice from the non-breaching party. Such notice shall be sent to the nominated individual of the alleged breaching party at the address listed on the Order Form (or such other address that may be provided pursuant to this Agreement) (“Notice”). If this Agreement is terminated as a result of Jobatar’s material breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any prepaid subscription fees paid by Customer to Jobatar under this Agreement for the remaining terminated portion of the Term.
5.6 In The Event Of Termination. Upon any expiration or termination of the Agreement, Customer will cease all use of the Hosted Service and destroy all copies of any deliverables and accompanying documentation (if any) that are in Customer’s possession or under Customer’s control. Upon termination or expiration of the Agreement or a specific Order, Customer shall have the following options with regard to Customer Data related to each of the terminated or expired Services: 1) if Customer requests in writing, prior to such termination or expiration, Jobatar shall provide Customer with a copy of the Customer Data stored on Jobatar servers, and Jobatar shall then delete all such Customer Data from Jobatar servers; 2) Customer may purchase a read-only subscription to the Hosted Service for an annual fee equal to 10% of the last annualised subscription fee; or 3) Jobatar shall purge remaining Customer Data from the Jobatar servers, and Jobatar shall have no further responsibility to retain copies of Customer Data. The parties agree and acknowledge that the foregoing requirement does not apply to analytical data to the extent it does not contain or embody Customer Data in raw form.
6) Customer’s Responsibilities.
6.1 Use Of Hosted Service. Customer understands and acknowledges that Jobatar is solely a Hosted service provider and does not participate in the interview, selection, or hiring of candidates, which is Customer’s sole responsibility, notwithstanding use of the Service as a part of and in connection with such activities. Accordingly, it is Customer’s sole responsibility to comply with all applicable laws regarding its use of the Service and with the content and Questions it presents to its Respondents, including without limitation all applicable employment and hiring laws and regulations and all record keeping and data protection regulations in connection with the collection, processing, disclosure, subject access requests, retention, and transfer of personally identifiable data under the laws of the country and any other local jurisdiction in which Customer is operating or collecting and transferring personal data. Jobatar shall have no liability related to the content Customer presents to its Respondents, or Customer’s record keeping or data protection obligations.
7.1. Warranty of Functionality. During the Term set forth in an applicable Order Form, in the event that Customer notifies Jobatar that the Services do not materially conform to the specifications set forth in the Documentation provided by Jobatar, Jobatar shall use commercially reasonable efforts to remedy such non-conformity.
7.2 Disclaimer. EXCEPT AS EXPRESSLY SETFORTH HEREIN, THE SERVICES ARE PROVIDED “AS-IS” AND “WHERE-IS”, AND JOBATAR MAKES NO OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, TO CUSTOMER OR ANY OTHER PERSON OR ENTITY AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL SUCH IMPLIED OR STATUTORY WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE RESPONSES, METRICS, SCORES, AND ANALYTICS, INCLUDING BUT NOT LIMITED TO THOSE AS TO THE ACCURACY, SECURITY, RELIABILITY, PERFORMANCE, RESULTS, TIMELINESS, COMPLETENESS, TITLE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE SERVICES, DELIVERABLES OR ANY INFORMATION PROVIDED IN CONNECTION THEREWITH. JOBATAR DOES NOT REPRESENT THAT CUSTOMER’S USE OF THE HOSTED SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE HOSTED SERVICE WILL MEET ALL OF CUSTOMER’S REQUIREMENTS OR THAT THE OVERALL SYSTEM OUTSIDE OF JOBATAR’S OWNERSHIP AND/OR CONTROL THAT MAKES THE HOSTED SERVICE AVAILABLE (THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER’S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8.1 If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible.
9.1 Customer may not assign, transfer, or delegate any of its rights and obligations under this Agreement without the prior written consent of an authorised representative of Jobatar. Any assignment in violation of this Agreement will be void and of no force and effect. Jobatar may assign, sublicense, delegate or transfer all or any portion of its rights or responsibilities under this Agreement by operation of law or otherwise to any subsidiaries or Affiliates thereof, or to any other party in connection with a merger, acquisition, reorganization, or a sale of substantially all of its assets without notice to Customer. All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
10.1 Customer. Customer shall indemnify, defend and hold harmless Jobatar and its affiliates and their respective officers, directors, employees, agents and contractors, from and against, and pay any amounts finally awarded or agreed to in settlement of, any and all third party claims to the extent based upon (i) the negligence and/or wilful misconduct of Customer, or misuse of content, in connection with this Agreement, (ii) any allegation that the Customer Data or other information or content provided by Customer, or Customer’s alteration or combination of the Services with third party content, infringes such third party’s rights, or (iii) any breach including without limit Customer’s selection, handling or treatment of a Respondent relating to a job opening and the use of the tools and services made available by Jobatar hereunder in connection with such process and any selection and hiring decisions and outcomes made by Customer in connection with the use of the Services, and any violation by Customer or its representatives of any applicable employment laws or regulations.
10.2 Jobatar. Jobatar shall indemnify, defend and hold harmless Customer and its affiliates and their respective officers, directors, employees, agents and contractors, from and against, and pay any amounts finally awarded or agreed to in settlement of, any and all third party claims to the extent such claims are based upon (i) the negligence and/or wilful misconduct of Jobatar in performing this Agreement, (ii) any allegation that the software underlying the Hosted Service, when used as provided and in accordance with the terms and conditions of this Agreement, infringes such third party’s intellectual property rights, or (iii) Jobatar’s violation of any applicable law in the provision of Hosted Services hereunder.
10.3 In all requests for indemnification under Sections 10.1 and 10.2 above (i) the party seeking indemnification shall promptly provide the indemnifying party with written notice thereof and, at the indemnifying party’s request and expense, reasonable cooperation, information, and assistance in connection therewith; and (ii) the indemnifying party shall have sole control and authority with respect to the defense, settlement, or compromise thereof, provided that it shall not settle any such claim without prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned, or delayed.
11) Limitations Of Liability
11.1 CUSTOMER AGREES THAT THE CONSIDERATION WHICH JOBATAR IS CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY JOBATAR OF THE RISK OF CUSTOMER’S INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COST OF COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THIS AGREEMENT (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW).
11.2 EXCEPT WITH REGARD TO AMOUNTS PAYABLE BY CUSTOMER UNDER THIS AGREEMENT THE MAXIMUM LIABILITY OF EITHER PARTY TO THE OTHER OR ANY THIRD PARTY WHATSOEVER ARISING OUT OF OR IN THE CONNECTION WITH THIS AGREEMENT, INCLUDING THE USE OR OTHER DEPLOYMENT OF THE HOSTED SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STATUTORY DUTY, OR OTHERWISE, SHALL IN NO CASE EXCEED THE EQUIVALENT OF 12 MONTHS IN SUBSCRIPTION FEES FOR THE HOSTED SERVICE THAT IS THE SUBJECT OF THE CLAIM.
11.3 THE PURPOSE OF THIS SECTION 12 IS TO LIMIT THE POTENTIAL LIABILITY OF THE PARTIES ARISING FROM THIS AGREEMENT. THE FOREGOING LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF THE CUSTOMER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED FOR THE HOSTED SERVICE TO CUSTOMER.
12) Independent Contractors.
12.1 Jobatar and Customer are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party is an agent or representative of the other nor is either Party authorised to, and shall not, make any warranties or representations or assume or create any other obligations on behalf of the other.
13.1 Confidential Information. Each party (each a “Discloser”) agrees that, in the course of performing its obligations hereunder, either might provide to the other (the “Recipient”) or develop information identified as confidential or that reasonably could be construed as confidential (“Confidential Information”). Jobatar’s Confidential Information shall include, but shall not be limited to, Jobatar’s trade secrets, know-how, user manuals and screens, service development plans, service specifications, computer programs, marketing plans, financial data, and Customer’s Confidential Information shall include, but shall not be limited to raw Customer Data (excluding Analytical Data to the extent not embodying raw Customer data), billing information, software, and systems. During the Term of this Agreement and for a period of 3 years thereafter, the Recipient and its employees and agents shall maintain the confidentiality of the Confidential Information and not sell, license, publish, display, distribute, disclose or otherwise make available the Confidential Information to any third party nor use such Confidential Information except, in either case, as authorised by this Agreement or in connection with the performance or enforcement of this Agreement. The Recipient shall not disclose any such Confidential Information to persons not an employee or agent of Recipient nor to its Affiliates without the prior written consent of the Discloser. Any misuse or breach hereof must be reported promptly. Nevertheless and notwithstanding the foregoing statement, each party will attempt to comply with legally executed subpoena served upon such party.
13.2 Non-Disclosure Obligations. The non-use and non-disclosure obligations of this Section 13 shall not apply to any information that (a) was already known to the Recipient at the time of disclosure, (b) was already in the public domain at the time of disclosure, or (c) was received or developed by the Recipient independent of any information received from the Discloser. Recipient may disclose information pursuant to a request under applicable law. Unless prohibited by law, if the information requested is Discloser Confidential information, Recipient shall notify Discloser of the request and give Discloser a reasonable opportunity to establish that the Discloser Confidential Information is exempt from disclosure under one or more exemptions under applicable law.
13.3 Publicity. During the term of this Agreement, Customer hereby agrees that Jobatar shall have the right, but not the obligation, to list Customer as a customer who uses the Hosted Service on the Jobatar website and/or in presentations. Jobatar will remove Customer’s name from any such list within thirty (30) days after any termination of this Agreement or upon Customer’s request. Neither party may issue any press release concerning this Agreement without the other party’s consent.
14) Compliance with Laws.
14.1 The parties shall, in the performance of all obligations hereunder, fully comply with all applicable international, Federal, State and local laws, ordinances, treaties, rules, regulations, orders and policies applicable to or binding upon them.
15) Entire Agreement.
15.1 The parties agree that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to the subject matter of this Agreement.
16) Force Majeure.
16.1 Neither party will be liable to the other for a failure or delay in its performance of any of its obligations under this Agreement (except for the payment of amounts due hereunder) to the extent that such failure or delay is caused by circumstances beyond its reasonable control or by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond such party’s reasonable control, provided that the non-performing party gives notice of such condition and continues or resumes its performance of such affected obligation to the maximum extent and as soon as reasonably possible.
17) Governing Law.
17.1 This Agreement is made in accordance with and is governed and construed under The Laws of England and any dispute between the Parties will be subject to the exclusive jurisdiction of the English courts.
18.1 Each party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions. Further, it represents that it has consulted, or has had the opportunity to consult with its legal, tax, and financial advisors in connection with the execution and performance of the Agreement. Customer acknowledges and agrees that Customer is not relying upon any verbal or written representations whatsoever, except as expressly set forth in this Agreement.
19.1 Updates and Modifications. Jobatar reserves the right to modify this Agreement in Jobatar’s sole discretion without additional liability to Customer. This Agreement, as amended, will be effective upon signing the Order Form for new users and effective for all existing users 30 days after the posting of any amended terms on the Jobatar.co.uk website. You agree to be bound by this Agreement, as modified.