JUMPSMART LLC CUSTOMER TERMS OF SERVICE
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This is a contract between You and Us (those capitalized words, and all capitalized words in this contract, are defined in the “Definitions” section below). It describes the services We will provide to You, how We will work with You, and other aspects of the business relationship between You and Us. It is a legal document so some of the language is necessarily “legalese” but We have tried to make it as readable as possible. We may periodically update this Agreement, which we may provide notice of by revising the “Last Updated” date of this Agreement or by otherwise posting on the Site, or by email or conventional mail, and/or by any other means which provides reasonable notice. Your use of the Site after such notice is posted means that you accept these changes or updates. You can request that We provide You archived versions of this Agreement.
“Agreement” means these Customer Terms of Service and all materials referred or linked to in here.
“Members” means those Customers from whom We charge Monthly Fees and to whom We grant Monthly Credits.
“We” or “Us” or “Our” means JumpSmart LLC.
“You” or “Your” means the users of the Site.
“Customers” means Members and Flat Fee users of the Recruiting Services.
“Flat Fee Customer” means those non-Member Customers who have paid Us the Flat Fee to perform the Recruiting Services with respect to Director Level Roles.
“Flat Fee” means the amount (as set forth on the site) charged to Flat Fee Customers to perform the Recruiting Services with respect to Director Level Candidates.
“Monthly Fee” means the amount (as set forth on the site) charged monthly to Members.
“Monthly Credits” means the credits provided to each Member in exchange for the Monthly Fee.
“Director Level” means employees at the director level or lower.
“C-Level” means employees above the Director Level, including vice-presidents, presidents, chiefs, executives.
“Candidate” means an employee of a Customer that the Customer identified and hired as a result of the Recruiting Services.
“Total Cash Compensation” means the total first year’s compensation (including base salary, bonuses, and any other cash incentives but excluding stock) to be paid to a C-Level Candidate.
“Roles” means employment positions for which a Customer needs Recruiting Services.
“Recruiting Services” means the search for and provision of potential Candidates to fill Customer’s Roles as well as consultation and guidance during the employment interview, offer, and acceptance process.
“Site” means the JumpSmart LLC website, available at jumpsmarttalent.com
“Initial Membership Term” means the period commencing on the day on which a Member first purchases its membership and ending twelve calendar months thereafter.
“Guarantee” means the replacement of any Candidates that leave their employment at no additional cost and without the use of an additional Monthly Credit.
“Confidential Information” means all information provided by You or Us ("Discloser") to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
“Standard” means a Role which is typical in the industry as far as duties, salary, reporting, skills, experience, education, and other qualifications, to be determined in JumpSmart’s sole discretion prior to the commencement of any Recruiting Services relating to that Standard Role.
“Specialized” means a Role which is atypical in the industry as far as duties, salary, reporting, skills, experience, education, and other qualifications, to be determined in JumpSmart’s sole discretion prior to the commencement of any Recruiting Services relating to that Specialized Role. As a general guideline, a Specialized Role will require of JumpSmart additional time and resources above and beyond those required by a Standard Role.
- In exchange for the Monthly Fee, each Member shall be entitled to one Monthly Credit for each month of membership.
- The Monthly Credits are useable by the Member for either (i) Recruiting Services for a Standard Director Level Role or (ii) Recruiting Services to find and place one Standard C-Level Role in exchange for an additional fee equal to ten-percent (10%) of the C-Level Candidate’s Total Cash Compensation.
- Members shall keep and be able to use any Monthly Credits that they have not used for as long as they remain Members.
- Members are entitled to the Guarantee for as long as they remain Members.
- Members are obligated to maintain their membership for the Initial Membership Term. After the expiration of the Initial Membership Term, Member may cancel their membership with thirty days’ notice.
- The Monthly Fee shall not be modified in amount or frequency for as long as a Member’s membership is maintained. If a Member cancels its membership and then rejoins, it will be subject to the Monthly Fee currently in effect at the time it rejoined.
- To the extent that a Member requests to use its Monthly Credits for Recruiting Services relating to a Specialized Director Level Role or a Specialized C-Level Role, the Member will be required to pay a one-time fee (in addition to any fees otherwise set forth in this Section 2) of $1000 upon the hiring of a Candidate for the Specialized Director Level Role or Specialized C-Level Role.
- Flat Fee Customers
- In exchange for the Flat Fee, each Flat Fee Customer shall be entitled to the Recruiting Services for one Standard Director Level Role.
- Except as set forth in subsection 3.c below, Flat Fee Customers are entitled to the Guarantee for 60 days from the date of the guaranteed Candidate’s start date.
- If a Flat Fee Customer becomes a Member within thirty (30) days of the start date of a Candidate placed in a Role in exchange for a Flat Fee, the Flat Fee Customer’s first Monthly Fee will be waived and the Flat Fee Customer will be entitled to the Guarantee with respect to the Flat Fee Candidate for as long as the Customer’s membership is maintained.
- A Customer may employ the Recruiting Services at a Flat Fee only one time.
- To the extent that a Flat Fee Custsomer requests to use the Recruiting Services for a Specialized Director Level Role, the Flat Fee Customer will be required to pay a one-time fee (in addition to any fees otherwise set forth in this Section 3) of $1000 upon the hiring of a Candidate for the Specialized Director Level Role.
- Monthly Fees
- You authorize us to charge your credit card Monthly Fees due and owing during the term of your membership. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
- You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your “Account Information” page on the Site. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
- The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
- Customer Responsibilities.
- You hereby agree to cooperate with Us and participate to the extent necessary to realize the full value of the Recruiting Services. To that end, We may need You to, among other things, provide us with certain information, including but not limited to a description of Your company, a description of the Role or Roles, compensation information for the Role or Roles, and characteristics of desired Candidates.
- Third-Party Sites and Products
- To the extent We suggest or direct you to any third-party websites, products, or services, those third-party websites, products, or services are not under our control. Third-party websites, products, or services are provided to you only as a convenience, and the availability of any Third-party websites, products, or services does not mean we endorse, support or warranty the Third-party websites, products, or services.
- You will indemnify, defend and hold Us harmless, at Your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against Us (and Our officers, directors, employees, members, managers, agents, service providers, licensors, and affiliates) by a third party not affiliated with Us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Recruiting Services or the Site by You; (b) Your noncompliance with or breach of this Agreement, or (c) the unauthorized use of the Recruiting Services by any other person using Your information (such a Member information). You shall not accept any settlement that (i) imposes an obligation on Us; (ii) requires Us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Us without our prior written consent.
- Disclaimers; Limitations of Liability
- Disclaimer of Warranties. Except as set forth in subsections 2.d and 3.c above, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE RECRUITING SERVICES, WHICH ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE RECRUITING SERVICES.
- No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
- Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF MONTHLY FEES OF FLAT FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE RECRUITING SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
- YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
- Termination, Suspension and Expiration
- Expiration. This Agreement shall remain in effect for as long as You remain a Customer or User of the Site.
- Suspension for Prohibited Acts. We may suspend any Customer’s access to the Site or the Recruiting Services for: (i) use of the Recruiting Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.
- Suspension for Non-Payment. We may suspend any Customer’s access to the Site or the Recruiting Services upon ten (10) days’ notice of non-payment of any amount past due. We will not suspend while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a membership is suspended for non-payment, the former Member will be required to pay the Flat Fee for any Candidates hired by the former Member subsequent to the termination date. If a membership is suspended for non-payment, We reserve our right to refuse further service and any new membership will be at the Monthly Fee amount in effect at the time of renewal.
- Use of the Site and registration to be a Member is void where prohibited. You must be at least 18 years of age or older to use the Site or to be a Customer. By agreeing to this Agreement or by using the Site, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. We reserve the right to decline services to any User for any reason and without explanation.
- Proprietary Rights in Site Content; Limited License
- All content on the Sire, including designs, text, graphics, pictures, video, information, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of JumpSmart LLC, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without JumpSmart LLC’s prior written permission.
- Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. You may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of JumpSmart LLC, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.
- Customer Information
- In consideration of Your use of the Site and receipt of any Recruiting Services, Users:
- agree to provide accurate, current and complete information as prompted by any forms on the Site ("Registration Information");
- agree to maintain and promptly update the Registration Information, and any other information provided to us, to keep it accurate, current and complete;
- agree to maintain the security of their password and identification;
- agree to be fully responsible for all use of their account and for any actions that take place using their account;
- understand that misrepresentation may preclude use of the Site in the future;
- consent to being contacted by a Site or JumpSmart LLC professional in connection with the Recruiting Services; and
- consent to being contacted by a Site professional for purposes of seeking feedback to ensure and evaluate the quality of the Site and JumpSmart LLC’s services.
- Terms of Sale
- Certain services are made available to you by us through the Site. By purchasing any services through the Site, you signify that you have read, understand and agree to be bound by this Agreement in its form in effect at the time of purchase. You should review this Agreement prior to each purchase so you will understand the terms applicable to such transaction. If you do not agree to this Agreement, do not make any purchases on the Website.
- To make a purchase on the Site, you must comply with this Agreement. You agree to accept responsibility for all purchases and other activities that occur under your name and/or account. The Site sells its services only to those Users who can legally make purchases with a credit card. We reserve the right to refuse or cancel orders or terminate accounts, at any time at our sole discretion.
- We accept credit cards and certain debit cards as forms of payment. By submitting an order through the Site, you authorize JumpSmart LLC, or its designated payment processor, to charge the account you specify for the purchase amount. All payments are to be made in United States Dollars. When you provide your credit card number to the Site, you may authorize us to store your credit card number and related payment information. Your credit card information and related payment information will not be provided to third parties, except to the extent necessary to fulfill your order.
- With respect to services you purchase through the Site, you acknowledge and agree that upon making such services available to you (or to their intended authorized recipients), JumpSmart LLC will have fully satisfied its obligation to deliver or otherwise provide such services, regardless of any failure or inability to use such services.
- JumpSmart LLC continually upgrades and revises its services to provide you with new services. JumpSmart LLC may revise, discontinue or modify products or services at any time without prior notice to customers, and services may become unavailable without notice. JumpSmart LLC shall have no liability of any kind if a service that has been ordered is unavailable.
- We attempt to be as accurate as possible and eliminate errors on the Site, however we do not warrant that any service or description, photograph, pricing or other information is accurate, complete, reliable, current, or error-free. In the event of an error, whether on the Site, in an order confirmation, in processing an order, delivering a service or otherwise, we reserve the right to correct such error and revise your order accordingly if necessary (including charging the correct price).
- Amendment. We may update and change any part or all of this Agreement, including the amount of the Monthly Fees and the Flat Fees. If we update or change this Agreement, the updated Agreement will be posted on the Site. The updated Agreement will become effective and binding on the next business day after it is posted. We encourage you to review these Customer Terms of Service periodically. Previous versions of the Agreement will be provided to You upon request.
- No Waiver. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
- Applicable Law. This Agreement is governed by the laws of California without reference to conflicts of law principles. Both parties consent to the exclusive jurisdiction and venue of courts in Los Angeles, California, U.S.A. for all disputes arising out of or relating to this Agreement or Your use of the Site or the Recruiting Services.
- Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
- Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
- Relationship of the Parties. You and We agree that no joint venture, partnership, employment, or agency relationship exists between us.
- Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of the Recruiting Services. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Site and the Recruiting Services, including any applicable employment laws.
- Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
- Notices. Notice to JumpSmart LLC will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
c/o Pryor Cashman LLP
Attn: Benjamin S. Akley
1801 Century Park E, 24th Fl
Los Angeles, CA 90067
Notice to You will be sent to Your address as you have provided to Us. We may give electronic notices specific to you by email to your e-mail address(es) on record. We may give notice to you by telephone calls to the telephone numbers on record. You must keep all of your account information current.
- Entire Agreement. This Agreement is the entire agreement between us for the Site and the Recruiting Services. We object to and reject any additional or different terms proposed by you.
- Assignment. Either party may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of assets, change of control or operation of law.
- No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
- Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement.
- Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
- Survival. The provisions of this Agreement shall survive the expiration or termination of this Agreement.