Terms of Service

Last Updated: January 26, 2024

YOUR USE OF THE PROPRIETARY JobStream® SERVICE OFFERED AT JobStream.COM (THE “SERVICE”), IS SUBJECT TO THESE TERMS OF SERVICE. IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”) WITH JobStream LLC, ITS SUBSIDIARIES AS APPLICABLE AND/OR JobStream PAYROLL LLC (COLLECTIVELY, “JobStream”, “WE”, “US”, AND “OUR”). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

The JobStream® General Privacy Notice, California Privacy Notice, and the Data Processing Agreement (DPA), are incorporated herein by reference. This Agreement governs your use of the Service however accessed, including via an internet browser, smartphone, tablet, or other internet connected device.

By signing up for the Service on behalf of a customer of JobStream, you confirm that (a) you are duly authorized to represent the legal entity under which the customer operates and any affiliates of the customer who will be using the Service under the customer, (b) you accept the terms of this Agreement on behalf of such legal entity and its affiliates, and (c) any references to “you” in this Agreement refer to such legal entity, its affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity on the Service that occurs under your account.

The Service

1.1 The JobStream® Service may include additional services that you subscribe to receive directly from or through JobStream (“Additional Services”). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services (the “Additional Terms”), and those Additional Terms become part of this Agreement. In the event an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the Additional Services instead of the term contained in this Agreement. For the avoidance of doubt, any reference to the Service in this Agreement will include the Additional Services.

Term and Termination

2.1 Term. This Agreement will remain in effect (a) for as long as you have an active subscription for the Service or (b) if you elect to use the Service for a free trial period, and do not purchase a subscription before the end of such period, until the end of the free trial period (the “Term”).

2.2 Start Date and Renewal. Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue until terminated. If you add an additional subscription for a new JobStream® service or module at a later date, the new service will commence on the start date specified at the time you add the new service and continue until terminated. Subscriptions automatically renew, as described in Section 5.1. If you would like a separate instance of the Service for an affiliate, that affiliate must purchase its own subscription to the Service and separately accept this Agreement.

2.3 Cancellation. You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time by clicking ‘Cancel JobStream Account’ under the gear icon on the Billing tab in Settings.

2.4 Suspension and Termination of Service. JobStream may suspend your access to the Service and terminate this Agreement and your use of the Service at any time in the event you materially breach this Agreement (including failure to pay, which may occur if your credit card cannot be charged) and you do not cure such breach within 30 days of JobStream providing you with written notice of such breach (including notice by email), or earlier if a specific subscription or Additional Terms provides otherwise. Notwithstanding the foregoing, JobStream may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 4.1, 4.6, or 13 of this Agreement, as determined by JobStream in its sole discretion. JobStream may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 30 days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 3.1 below, or (b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 60 days or more if you have a free account. For instances other than non-payment or violation of Sections 4.1 or 13, in the event you cancel one or more of your subscriptions or this Agreement is terminated by JobStream or you, JobStream will refund to you any prepaid fees that would have covered any future months of your month-to-month subscription after the effective date of termination for all such subscriptions, except that no refunds will be granted for the then-current month. See Section 5.2 for further details. Notice via email from JobStream will be sent to you at the email address you have provided to us. JobStream reserves the right to manage its customer profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide services to certain groups, parties, industries, companies, or in certain countries, in its sole discretion.

2.5 Data Downloads and Deletion. In the event your subscription is terminated, other than in instances where it is terminated by JobStream for your nonpayment or violation of Sections 4.1 or 13, you will continue to have the ability to download the information provided, inputted, or uploaded to your databases in the JobStream® Service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination of your subscription. After such 30-day period or if your subscription is terminated due to your nonpayment or violation of Sections 4.1 or 13, JobStream shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, or required pursuant to Additional Terms, delete all of your Data contained in the JobStream® Service. If you subscribe to the “JobStream® Payroll Service” as described in section 15.2, JobStream may maintain your payroll data or other Data for 10 years, as is necessary to fulfill the legal and tax requirements for its payroll services, from the time that it provides a specific payroll service to you or files taxes on your behalf.

2.6 Beta Service. You may be provided an opportunity to participate in beta or early access programs that are integrated into or are separate from the Service (“Beta Service”). By opting-in to a Beta Service, JobStream grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license right to access and use the Beta Service. You agree that (a) Beta Services are made available to you on an “as is” and “as available” basis and may contain errors, omissions, bugs, and similar inconsistencies and (b) JobStream has no obligation to correct any such errors. JobStream reserves the right to modify or terminate your use of any Beta Service at any time in our sole discretion. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF A BETA SERVICE. Additionally, by opting-in to use a Beta Service, you agree to provide feedback regarding your experience with the Beta Service, upon our reasonable request. If, at any time and for any reason, you choose to opt-out of our communications regarding a Beta Service, you acknowledge and agree that we may terminate your use of the Beta Service.

2.7 Acceptance. Upon acceptance of the Agreement, use of the Service, and/or completion of the implementation process, you are deemed to have accepted the Service “as-is”. There may be updates to the Service released periodically and your continued use of the Service constitutes acceptance of the most recent version of the Service. If you are unsatisfied with theService for any reason, your sole remedy is to cancel your subscription pursuant to the terms of this Agreement.

Modification of Service or this Agreement

3.1 Levels of Service. The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. JobStream reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.

3.2 Modification of Agreement. JobStream may modify or update this Agreement at any time for reasons such as, but not limited to, (a) accounting for changes in laws that are applicable to our Service (b) clarifying any wording or terms (c) accounting for new products or services (d) preventing or addressing any abuse of Services offered etc. In the event JobStream determines it is necessary to make a material modification to this Agreement, you will be provided with 30 days’ notice of such change and asked to affirmatively agree to such modified version of the Agreement. Failure to accept the material modifications may result in termination or suspension of your access to the Service as described in Section 2.4. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes.

3.3 Exclusive Remedy. If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.

Usage Rights; Restrictions; Support

4.1 Usage Rights. During the Term, JobStream grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Service and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates JobStream to deliver or make available to you any copies of computer programs or any of the software used to provide the Service (the “Software”), whether in object code or source code form. You agree to use the Service, including the Beta Service, only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to use the Service, including the Beta Service:

to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by JobStream;
for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by JobStream in its sole discretion);
to attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
to penetration test, hack or otherwise attempt to test the security of the Software or Service;
to duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of JobStream;
with any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
to rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.

4.2 Support. JobStream shall: (a) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support, if available, and purchased separately; (b) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime , (ii) any unavailability caused by circumstances beyond JobStream’s or its subcontractors reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet service provider failures or delays, or denial of service attacks, or (iii) as necessary to update the Service to ensure its security and integrity, and (c) provide the Service only in accordance with Applicable Law. JobStream’s hours for basic support are 6:00 a.m. to 6:00 p.m., Mountain Time, on weekdays, in the English language. Also, while JobStream would like to offer the Service in a manner that accommodates all customers in their native language, this is not practical considering the constant updating we do with our Service, the vast number of languages spoken and read in the world, and the localizations that would be required. JobStream therefore provides much of its Service in English, with limited adaptations to certain major languages, which adaptations are made in its sole discretion.

4.3 Privacy and Security Safeguards. JobStream shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. JobStream shall not (a) disclose your Data for any purpose other than to provide the Service except as compelled by Applicable Law or as you expressly authorize in writing or as otherwise provided in our General Privacy Notice or California Privacy Notice, or (b) access your Data except to provide the Service and prevent or address service or technical problems, at your express request in connection with customer support matters, or as provided in our General Privacy Notice or California Privacy Notice. In the event JobStream is compelled by Applicable Law to disclose your Data, we will provide you with reasonable notice thereof, (in advance, if possible) if permitted by Applicable Law.

4.4 Your Responsibility. You are solely responsible for your Data, and all uses of your Data that occur through your account or any actions taken by your employees, admins, consultants, agents etc. in your account. Access credentials are for use only by you and by your authorized users, in each case in connection with your use of the Service, and you may not sell, transfer, share, or sublicense access credentials to any other person, or permit any other person to do so. You shall maintain the confidentiality of your access credentials and may not transfer them to or allow them to be used by any third party, other than by your authorized users in connection with the use of the Services. If JobStream believes access credentials have been compromised or misused, JobStream may change any or all access credentials or suspend your account.

4.5 You acknowledge that you retain administrative control as to who is granted access to your account with the Service. Each account is controlled by an account owner tied to a specific email address and may also have one or more admins and/or billing admins to help manage the account. JobStream is entitled to rely on communications from the account owner and admins when servicing your account. If a person within your organization requests a change to the account owner, we may attempt to contact the account owner for consent, but to the extent that the account owner does not respond to our communications, is otherwise unavailable, or is no longer affiliated with the company, we will transfer the account owner based on our own internal verification methods and at our sole discretion.

4.6 IF YOU CHOOSE TO USE AND/OR PAY FOR A TRIAL OR TEST ACCOUNT (A LIMITED TIME AND USAGE JobStream ACCOUNT USED FOR TESTING THE SERVICE), YOU AGREE AND ACKNOWLEDGE THAT (A) YOUR TEST ACCOUNT WILL NOT BE USED WITH LIVE OR REAL DATA AND (B) JobStream MAKES NO WARRANTIES OR GUARANTEES REGARDING THE TEST ACCOUNT.

4.7 API Integration. If you integrate with JobStream using our API, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by JobStream. If this occurs, JobStream reserves the right to throttle your API connections or suspend or terminate your JobStream account.

Payment Terms; Automatic Renewal

5.1 YOUR SUBSCRIPTION TO THE SERVICE RENEWS AUTOMATICALLY ON A MONTH-TO-MONTH BASIS. IF YOU ARE PAYING BY CREDIT CARD, YOUR CREDIT CARD WILL BE CHARGED ONCE A MONTH FOR MONTHLY SUBSCRIPTIONS OR AT THE TIME ANY PREPAYMENT HAS BEEN DEPLETED BASED ON YOUR NUMBER OF EMPLOYEES AND SUBSCRIPTION TO THE SERVICE. JobStream will email you a receipt when your card has been charged. If your card cannot be charged, JobStream will notify you and you will need to update your payment information. In the event you do not update your payment information within 22 days of JobStream’s notice, your access to the Service may be suspended and you will need to update your card information in order to resume use of the Service. There will be no refunds or credits for partial months of service.

5.2 Pricing Adjustments. We may offer you certain discounts if you prepay your month-to-month subscription. If you cancel your subscription, or your subscription is suspended for nonpayment, before your prepayment has been depleted, we will refund any unearned prepayment fees but you will no longer qualify for a prepayment discount and you will be charged the difference between the monthly and prepayment discount pricing for the number of months your subscription was active during a prepayment period. If you cancel only a portion of your subscription, you may still qualify for a prepayment discount and the prepaid amounts attributed to that portion will be used against other services to which you have subscribed. If you receive a discount for subscribing to a bundled set of Services (e.g. Core HR, Benefits Administration, and Payroll Services) you will maintain that discount for as long as you are actively subscribed to, and utilizing the bundled Services. If you terminate one of the bundled Services, you will no longer qualify for a bundled discount. If you add a product before the end of your monthly billing cycle, you will be charged at a prorated rate starting on the day the product is added through the end of the billing cycle. Updated monthly pricing will be reflected on your next bill.

5.3 Fees and Taxes. All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which JobStream may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.

5.4 Subscription Charge Adjustments. JobStream may at any time, upon notice of at least 60 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. If you have prepaid your month-to-month subscription service, price changes and institution of new charges implemented after your prepayment will go into effect for your next monthly subscription term after the 60 days’ notice and the updated fees will be subtracted from your prepayment. If you do not agree to any such price changes, then your sole remedy is to cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies. As stated in 2.3, you are responsible for initiating the cancellation of your subscription to the Service.

Intellectual Property Rights

6.1 JobStream Rights. As between the parties, JobStream owns and shall retain all right, title and interest in and to (a) the Software, Service, and Beta Service including all intellectual property rights therein, and (b) all operational and performance data related to your use of the Service and Beta Service, including, without limitation, which features are used, time spent using the Service and Beta Service, and similar data and metadata created in connection with the Service and Beta Service, together with analysis of such operational and performance data and derived findings, correlations, discoveries, and other insights or learnings derived by JobStream from such analysis (collectively, “Performance Data”). JobStream may collect, use, and disclose all such Performance Data for its business purposes (such as software use optimization, product marketing, industry benchmarking, best practices guidance, recommendations, or similar reports for distribution to and consumption by you and other JobStream customers and prospects, etc.), including by combining and analyzing Performance Data with other data. JobStream shall not disclose Performance Data to any non-affiliated third party unless such Performance Data has been anonymized or de-identified, or is disclosed in aggregated form, in all cases such that Performance Data does not reveal your identity, any of your confidential information, or any personally identifiable information that belongs to you or your employees.

6.2 Your Rights. You retain all right, title and ownership interest in and to your Data. JobStream has no right, title or interest in any personally identifiable information contained in or related to your Data. If you are a consultant to the customer of JobStream and provide services to such customer that include or involve accessing and/or using the Data, you acknowledge that you do not own or have any rights or interests in the Data except as authorized by the customer of JobStream and that such customer is the owner of the Data in the JobStream Service. You further acknowledge and agree that JobStream may follow the instructions of the customer regarding the Data including removing your access to the Data and/or reassigning your roles and permissions related to the Data.

6.3 Feedback. To the extent you provide any suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) about the Service, including the Beta Service, to JobStream, the Feedback will not be considered confidential or proprietary, and JobStream may use and include any such Feedback to improve the Service and/or the Beta Service, or for any other purpose. Accordingly, if you provide Feedback, you agree that JobStream shall own all such Feedback, and JobStream and its affiliates, licensees, customers, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to JobStream.

6.4 Deliverables. From time to time during the Term, JobStream may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”) for you pursuant to agreement between you and JobStream. JobStream shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. JobStream may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information or any personally identifiable information that belongs to you or your employees.

Publicity

7.1 Unless otherwise agreed to by you and JobStream, during the Term, JobStream may disclose your company name as a customer of JobStream and/or subscriber to the Service, and you hereby grant JobStream the right to display your company name and logo in JobStream’s marketing materials and on JobStream’s public website, in each case in accordance with any branding guidelines you may provide to JobStream.

User Content

8.1 Certain features of the website may enable users to submit, upload, post, share, or display (hereinafter, “post”) comments or content, as well as to interact with others through user comment areas, message boards, direct messages, JobStream’s blog, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as “User Content”). User Content includes any comments or reviews you provide to JobStream, whether through customer support or otherwise, about the Service and/or Beta Service, but excludes all Data.

8.2 You hereby grant to JobStream an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on our website or about the Service, including the Beta Service, for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of “droit moral” in your User Content. If you post User Content, you represent and warrant to JobStream that you own or control all rights in and to such User Content and have the right to grant the rights above to JobStream.

Warranties and Limitation of Liability

9.1 Limited Warranty. JobStream represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the documentation and specifications generally provided by JobStream in connection with the Service and any professional services performed for you by JobStream will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.

9.2 2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, JobStream HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, BETA SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. JobStream DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

9.3 LIMITATION OF LIABILITY. EXCEPT FOR (I) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY OR PAYABLE TO JobStream FROM YOU PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. THE FOREGOING LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

Security Breach

10.1 External Breach. In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Breach”), that impacts the personal data you maintain through the JobStream® Service, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, JobStream will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) as required by Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions JobStream will undertake, and the timeline within which JobStream expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under Applicable Law.

10.2 Internal Breach. In the event of a Security Breach, as defined by Applicable Law, which is perpetrated by your affiliate, employee, contractor or agent, or due to your failure to maintain your systems, network or Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify JobStream immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.

10.3 Breach Notifications. In the event that either party is required to notify individuals impacted by the Security Breach or regulatory agencies, the notifying party will provide the other party with an opportunity to review and approve the notification for accuracy prior to it being delivered, such approval not to be unreasonably withheld.

Indemnification

11.1 You agree to indemnify, defend and hold harmless JobStream, and its subsidiaries, affiliates, assigns, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with (a) your access or use of the Software, Beta Service and/or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through or your use of the Service or relating to the inaccuracy or incompleteness of any information you make available to your employees, independent contractors or candidates by or through the Services, including, without limitation, the inaccuracy or incompleteness of any information relating to the actual or proposed compensation of, or equity ownership by, such employees, independent contractors or candidates, (c) User Content or Data provided by you, your end users, or other third parties, (d) your violation or alleged violation of any third party right, including without limitation any right of privacy or any right provided by labor or employment law, and (e) your violation or alleged violation of this Agreement.

11.2 JobStream agrees to indemnify, defend and hold harmless you, and your affiliates, officers, directors, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim made or brought against you alleging that your use of the Software, Beta Service, and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall JobStream have any obligations or liability arising from: (a) use of the Software, Beta Service, and/or Service in a modified form or in combination with materials or software not furnished by JobStream, and (b) any User Content, information or Data provided by you, your end users, or other third parties.

11.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

Governing Law; Jurisdiction

12.1 This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Utah, without reference to conflict of laws principles.

12.2 Any legal action or proceeding with respect to this Agreement must be brought in the courts of the State of Utah and/or the courts of the United States of America for the District of Utah. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Compliance with Laws; Disclaimers

13.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to ensure that your employees’ use and your use of the Service, including the Beta Service, complies with and is in accordance with Applicable Law. In no event shall JobStream be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service or a Beta Service.

13.2 JobStream does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Service, and any statements made by JobStream to you shall not constitute legal advice.

13.3 You acknowledge that JobStream exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Service. You further agree and acknowledge that JobStream does not have a direct relationship with your employees and that you are responsible for all contact, questions, Data updates and collection, with and from your employees. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees’ Data), collection, use, retention and processing of your employees’ Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. JobStream hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service, including a Beta Service, by you and/or your employees, contractors or agents.

13.4 You agree that you will not, directly or indirectly, ship, transfer, transmit, export or re-export, or knowingly permit any of the foregoing with respect to the Service, Beta Service, or Software, or any technical information about the Service, Beta Service, or Software, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export license or other United States Government approval, unless the appropriate export license or approval has been obtained.

13.5 You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

13.6 You acknowledge and agree that the Service is not intended for the use, storage, collection or maintenance of Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”) and that JobStream is not a Business Associate as defined under HIPAA. You agree to not upload or store PHI in the Service.

iOS Version

14.1 If you use the iOS version of the Service, you acknowledge the statements set forth in this Section. This Agreement is between you and JobStream only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the functionality or content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty and if you purchased a subscription to the Service through Apple, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by Applicable Law, Apple has no other warranty obligation whatsoever with respect to the Service. As between Apple and JobStream, JobStream is responsible for any claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Service to conform to any warranty, subject to the terms of this Agreement. Apple is not responsible for addressing any claims brought by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Service. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement.

Additional Services; Third Party Services

15.1 The “JobStream® Payroll Service” (the “Payroll Service”), is offered by JobStream to assist you with payroll processing. This service is optional and is subject to additional implementation, processing, and auxiliary fees. If you subscribe to the Payroll Service, you must accept a Payroll Services Agreement with JobStream Payroll LLC which is done during your onboarding into the Payroll Service.

15.2 Benefits Administration Services (“BenAdmin Services”), is offered by JobStream to assist you with the administration of your benefits. This Service is optional and is subject to additional implementation, processing, and auxiliary fees. If you subscribe to the BenAdmin Services, by accepting this Agreement, you are deemed to have accepted the BenAdmin Addendum which is incorporated herein by reference.

15.3 JobStream AI features are offered by JobStream as a part of the Services. If you utilize the JobStream aI Features, by accepting this Agreement, you are deemed to have accepted the AI Addendum which is incorporated herein by reference.

15.4 JobStream uses theories, methods and tools associated with the employee Net Promoter System® (eNPS)i in offering its Employee Satisfaction survey service. There are no additional fees associated with this service but use of eNPS is subject to a separate license from its owner, which JobStream obtains on behalf of the Service. JobStream will endeavor to continue to secure the right to use eNPS in the Service but the availability of eNPS for use through the Service is subject to change at any time and without notice.

15.5 Candidate and Employee Offers and Content. To the extent that you provide employment offers to prospective candidates or total rewards summaries to employees, you take sole responsibility for ensuring that the necessary and appropriate information, numbers, disclosures, financial terms and employment terms for each employment offer and total rewards dashboards are complete and accurate. The total rewards summaries provided in the product are solely a hypothetical example and are not a forecast, promise, or guarantee of any compensation or type of compensation. Factors incorporated into total compensation, such as non-cash value estimates, are not promises of any compensation or type of compensation and are subject to change. Current and future valuations, cost to exercise, price per share, and ownership percentage may be higher or lower, and may or may not take into account dilution from any potential transactions which may subsequently occur. This is for general informational purposes only and is not to be construed as legal, financial or tax advice. Nothing therein is intended to create an offer or binding agreement of any nature. You are responsible for fulfilling any employment offers, compensation or rewards that you make to your employees and/or applicants. JobStream MAKES NO REPRESENTATIONS OR WARRANTIES AND TAKES NO RESPONSIBILITY FOR ANY EMPLOYMENT OFFERS OR TOTAL REWARDS SUMMARIES (OR ANY INFORMATION SUBMITTED BY YOU IN CONNECTION THEREWITH) THAT ARE CREATED, VIEWED, REJECTED OR ACCEPTED IN THE SERVICES.

15.6 Third Party Services. You acknowledge and agree that you shall be solely responsible for procuring and complying with any license or right to use any Third-Party Services (“Third-Party Services” means any services used in connection with the Services that are hosted or provided by a person or entity other than JobStream, whether linked to, integrated with, or connected to the Services by you or JobStream). Neither this Agreement nor our Privacy Policy shall apply with respect to data stored on or manipulated by, or during transmission by means of use of Third-Party Services. For purposes of this Agreement, Third-Party Services are subject to their own terms and conditions and you use such Third-Party Services at your own risk. JobStream MAKES NO REPRESENTATION OR WARRANTY AS TO ANY THIRD-PARTY SERVICES, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION AS TO THEIR AVAILABILITY, RELIABILITY, UPTIME, OR SECURITY, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

eSignature Service

16.1 The “eSignature Service” is a service provided by JobStream for two counterparties (usually a company, herein described as the “sending party,” subscribing to JobStream’s services and an employee, employee-candidate or contractor) to electronically sign documents (including, but not limited to, agreements, policies, forms, etc.). If you use the eSignature Service offered by JobStream, you acknowledge and agree to the statements set forth in this Section. Whenever you sign a document using JobStream’s eSignature Service you affirmatively consent to using electronic signatures via the eSignature Service and consent to conducting electronic business transactions. You also confirm that you are able to access the eSignature Service and the document you are signing electronically. When using the eSignature Service for a particular document, your consent applies only to the matter(s) covered by that particular document.

16.2 You are not required to use the eSignature Service or accept electronic documents provided thereby. If you are an employee, employee-candidate or contractor and you choose to not use the eSignature Service, you may still sign the document manually by notifying the sending party that you are choosing to do so and by obtaining a non-electronic copy of the document from them. JobStream assumes no responsibility for providing you with a non-electronic version of the document. In the event you are choosing to sign the document manually, do not use the eSignature Service to sign the document or to return the document to the sending party.

16.3 If you have signed a document electronically using the eSignature Service and transmitted it back to the sending party, JobStream will provide you the opportunity to download and print a paper copy of the document at no charge. If you later withdraw your consent to using the eSignature Service, please notify the sending party and stop using the eSignature Service. Note that the decision to stop using the eSignature Service after you have already used it does not change the legality of the documents you have previously signed using an electronic signature.

16.4 When counterparties sign a document electronically using the eSignature Service, the rights and duties associated with that document are solely those of the counterparties. JobStream is not a party to the document and carries no liability or responsibility with respect to the correctness, validity or enforcement of the document; nor does JobStream have any liability or responsibility with respect to the legal or non-legal aspects of the document or any dispute arising as a result of the document. JobStream’s sole responsibility is provision of the eSignature Service and customer service associated therewith.

16.5 PLEASE NOTE THAT JobStream’S STATEMENTS CONTAINED HEREIN OR ELSEWHERE CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY; THEY ARE GENERAL IN NATURE AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF AGREEMENTS ARE NOT ENFORCEABLE. JobStream HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH JobStream’S ESIGNATURE SERVICE ARE VALID OR ENFORCEABLE UNDER THE LAWS OF THE UNITED STATES OF AMERICA, ANY PARTICULAR STATE, OR ANY OTHER LEGAL JURISDICTION. YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING THE JobStream® ESIGNATURE SERVICE.

Privacy

17.1 The provision of the Service will comply with all privacy and data protection laws applicable to our business. If you instruct us to process personal information for individuals residing in California, by accepting this Agreement, you are deemed to have accepted the CCPA Addendum which is incorporated herein by reference. The JobStream General Privacy Notice, California Privacy Notice, and the Data Processing Agreement (DPA)(If applicable and accepted by you), are incorporated herein by reference.

General Provisions

18.1 Entire Agreement. This Agreement encompasses the entire agreement between you and JobStream with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.

18.2 Contra Proferentem. No provision of this Agreement will be construed adversely to a party because that party was responsible for the preparation of that provision or this Agreement.

18.3 No Waiver. The failure of JobStream to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

18.4 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.

18.5 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.

18.6 Assignment. You may not assign or otherwise transfer (via a change of control or otherwise) any of your rights or obligations under this Agreement without JobStream’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.

18.7 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. JobStream shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.

18.8 No Third-Party Beneficiaries. Subject to Section 14.1, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

18.9 FAQ Disclaimer. No part or content contained in the FAQs or FAQ videos is intended to be legal advice, contractual, a “meeting of the minds” or binding in nature. FAQs and FAQ videos are intended to be informational and do not create a contract or other binding agreement and should not be considered a substitute for reading and understanding this Agreement. The FAQs and FAQ videos are not guaranteed to be accurate, complete, reliable, current or error-free. In the event of a conflict between this Agreement and the FAQs and/or FAQ videos, the terms of this Agreement will control.

Contact Information

19.1 If you have any questions about the Service or this Agreement, you may email us at [email protected], or write to us at:

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