End-User License Agreement
JobClipper requires that you accept the following End-User License Agreement before installation can proceed:
END USER LICENSE AGREEMENT
IMPORTANT READ CAREFULLY: This End User License Agreement (the “Agreement”) is a legal agreement between you and Chaitimes, Inc. a corporation with a principal business address of 132 Briarwood Drive, North Brunswick, New Jersey 08902 (hereinafter “Licensor,” “we,” or “us”). By downloading or otherwise using our JobClipper browser add-on (the “Licensed Product”), you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, then you should not download this Licensed Product. You should treat the Licensed Product like a reasonably prudent person or entity would treat copyrighted material. You shall not copy or use the Licensed Product except as is otherwise expressly permitted below. You should also read the full text describing the risks below and accept and acknowledge the risks before you use the Licensed Product in accordance with this Agreement. We cannot guarantee any results from using the Licensed Product. You are fully responsible for your own actions under this Agreement. Either of us may be referred to individually as a “Party” or collectively as the “Parties.”
BEFORE YOU CLICK ON THE “I ACCEPT” BUTTON, PLEASE CAREFULLY READ THE TERMS OF THE AGREEMENT SET FORTH HEREUNDER. BY CLICKING ON THE “I ACCEPT” BUTTON, YOU ARE BOUND BY AND HAVE BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN PLEASE DO NOT CLICK THE “I ACCEPT” BUTTON.
1. Licensed Product
Our JobClipper browser add-on is a tool which identifies when you are on the job description page and thank you page of a career website. Our tool allows you to save your application information to your JobPad account, so that you may reference such information at a later date.
We make certain features of our browser tool available to you only in accordance with your subscription level as further set forth in our Terms of Service. Please read our Terms of Service for more information about our subscription levels.
2. Intellectual Property in the Browser Add-on
You agree that we and our licensors own all right, title, and interest in the Licensed Product and any know-how contained therein, as well in any inventions related to the browser add-on generally.
You acknowledge that no title to the intellectual property in the Licensed Product is transferred to you from us under this Agreement. You agree not to remove any trademark, copyright, patent, or other proprietary notices on or in any portion of the Licensed Product as delivered.
3. Browser Add-on License
We grant to you a non-exclusive, nontransferable, worldwide license solely for your personal use to access electronically, use, download, install, and display the Licensed Product on up to three (3) personal computers. Your rights in the Licensed Product shall be limited to those expressly granted in this Agreement. Any use which exceeds the scope of this license grant shall be deemed to constitute a material breach of this Agreement.
You shall not distribute, share, rent, resell, lease, sublicense or otherwise disclose or transfer the Licensed Product to any third party. The Licensed Product contains our trade secrets, and to protect those trade secrets and our interest in the Licensed Product generally, you agree not to reverse engineer, decompile, translate, disassemble, or derive source code from the Licensed Product in whole or in part, nor to permit any third party to do so. You further agree not to use the Licensed Product in any manner that would damage, disable, impair, or overburden our host server or website or interfere with any other end user’s ability to download, use, install, or display the Licensed Product.
Any failure to abide by the restrictions set forth in this Section 4 shall expressly constitute a material breach of this Agreement.
5. Term; Termination
This Agreement and the license set forth hereunder shall commence as of the Effective Date and remain in effect perpetually unless otherwise terminated as set forth herein (“Term”); provided that, however, your license to use and display any paid features of the Licensed Product, which require a subscription, will expire or terminate upon the expiration or termination of your subscription, at which point such paid features will immediately be disabled.
This Agreement will automatically terminate upon notice in the event that you materially breach any term or condition of this Agreement. In particular, you understand that exceeding the scope of the license and/or reverse engineering or disassembling the Licensed Product shall expressly constitute a material breach of this Agreement. Upon any termination, you will no longer have any further right to use or display the Licensed Product, and you will be required to cease all use of the Licensed Product. The following terms and conditions shall survive any termination of this Agreement: Sections 2, 4, 6, and 12-17.
6. Proprietary Information
For the Term of this Agreement and for a period of five (5) years thereafter, you agree to keep completely confidential and will refrain from publishing or otherwise disclosing for any purposes the Proprietary Information furnished by us to you pursuant to this Agreement.
For the avoidance of doubt, Proprietary Information shall include all of the proprietary, non-public information pertaining to us and the Licensed Product, including but not limited to our know-how and all of the trade secrets contained within the Licensed Product. Notwithstanding the foregoing, “Proprietary Information” shall not include any information which you can demonstrate by your records (a) was in your knowledge or possession prior to our disclosure to you, (b) was in the public domain at the time of disclosure or subsequently entered the public domain through no fault of yours; (c) was disclosed to you by a third party with the right to make such a disclosure; or (d) was developed independently by you.
From time to time, we will make new versions of the Licensed Product available to you at no additional charge, which updates will be provided in accordance with the terms of this Agreement.
8. Licensee Warranty
You understand and acknowledge that the Licensed Product has been carefully tested and evaluated prior to its sale and distribution to end users, and that any modifications that you make or have made by a third party to the Licensed Product could render the test evaluation results null and void. You warrant and represent that neither you nor any third party will add, delete, or modify the code in the Licensed Product. You understand and agree that any failure to abide by the terms of this Section 8 shall constitute a material breach of this Agreement.
9. Limited Warranty; Remedies
We warrant that the Licensed Product will be free from physical defects. If for any reason your Licensed Product is not free from physical defects, then you should notify us of this issue as soon as possible. Our entire liability and your sole and exclusive remedy shall be to use reasonable commercial measures at our expense to correct the physical defect, replace your downloaded copy of the Licensed Product, or provide a workaround.
11. Disclaimer of Other Warranties
We are providing the Licensed Product to you for your use on an “as is” basis. Your use of the Licensed Product and your reliance on any content or data that it gathers and/or aggregates is at your own risk. We cannot guarantee that the content or data that it gathers and/or aggregates will be true, accurate, or complete, nor that the Licensed Product will be fully operational, bug-free, error-free, virus-free, free of defects, and free of technical problems. We further cannot guarantee that the Licensed Product will meet all of your needs or result in a successful or satisfactory outcome for you.
WE DISCLAIM ALL RESPONSIBILITY FOR ANY HARM, INJURY, OR DAMAGE OF ANY NATURE WHICH ARISES WITH RESPECT TO ANY COMPUTERS OR COMPUTER EQUIPMENT, OR DATA ON SUCH COMPUTERS OR COMPUTER EQUIPMENT, AS A RESULT OF YOUR USE, DOWNLOADING, INSTALLATION, OR DISPLAY OF THE LICENSED PRODUCT. WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN SECTION 10 ABOVE AND TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, RESULTS, GUARANTEES, OR REPRESENTATIONS WITH RESPECT TO THE LICENSED PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT ALL ERRORS, BUGS, OR DEFECTS CAN OR WILL BE CORRECTED; NOR THAT THE LICENSED PRODUCT WILL OPERATE BUG-FREE, ERROR-FREE, CONTINUOUSLY, OR UNINTERRUPTED. WE ALSO DISCLAIM ALL WARRANTIES REGARDING THE SECURITY, RELIABILITY, ACCURACY, TIMELINESS, AND PERFORMANCE OF THE LICENSED PRODUCT.
You agree to indemnify, defend, and hold harmless us, our officers, directors, employees, independent contractors, representatives, and agents from and against any and all loss, damage liability, and expense (including without limitation reasonable fees for attorneys and experts) arising out of any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that (a) if true, would constitute a breach of any representations or agreements by you hereunder; (b) arises out of any negligence or willful misconduct by you; (c) is based on any third party claim that arises out of this Agreement; or (d) arises out of any act by you or any third party at your direction to add, delete, or modify the code in the Licensed Product.
13. Limitation of Liability; Consequential Damages
Notwithstanding anything to the contrary, our liability under this Agreement shall be limited to the total amount of subscription fees that you paid to us in the six (6) month period immediately preceding the events from which arise any claim. In no event shall we be liable for any incidental, consequential, indirect, special, or punitive damages, lost profits, or lost income, arising out of, or related to, this Agreement, even if we have been advised of the possibility thereof, and regardless of whether the claim is based on contract, tort, or another theory or cause of action, including the use or misuse of the Licensed Product, and the interruption, suspension, or termination of any feature of the Licensed Product.
Some jurisdictions do not allow for the limitation of liability or consequential damages, so the above limitations and exclusions may not apply to you.
14. Release of Claims
To the maximum extent permitted by applicable law, you hereby release and waive all claims against us and our officers, directors, licensors, employees, independent contractors, representatives, and agents from any and all liability for claims, damages (actual and or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature arising from or in any way related to the Licensed Product. If applicable, you waive your rights under California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true, and accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights which you may have had under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
Our relationship will be that of third party contractors, and neither of us will have the right power, or authority to assume, create, or incur any expense, liability, or obligation, express or implied, on behalf of the other. You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. You agree that we may assign this Agreement without prior notice to any third party at our sole discretion. No waiver of any breach of the terms of this Agreement, no matter how long continuing or how often repeated, shall be deemed a waiver of any subsequent breach thereof, nor shall any delay or omission to exercise any right, power, or privilege hereunder be deemed a waiver of such right, power, or privilege. If any provision of this Agreement is held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining provisions shall not be affected by such holding. The meaning of that provision will be construed to the extent feasible, to render the provision unenforceable. If no feasible interpretation will save such provision, it is to be severed from the remainder of the terms of this Agreement, which are to remain in full force and effect. This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein, and shall supersede all prior agreements and understandings, whether written or oral.
16. Governing Law; Dispute Resolution
This Agreement is governed by the laws of the state of Delaware, without regard to conflicts of law principles.
All disputes arising under this Agreement shall be submitted to binding arbitration in New York, New York before J.A.M.S./ENDISPUTE or its successor (“JAMS”) pursuant to the United States Arbitration Act, 9.U.S.C. Section 1 et seq. The arbitration shall be conducted in accordance with the JAMS Streamlined Arbitration Rules and Procedures in effect (“JAMS Rules”) at the time of the filing for the demand for arbitration. In the event of any conflict between the JAMS Rules and this Agreement, the terms of this Agreement shall control. You agree to cooperate with JAMS and with us in promptly selecting a single arbitrator from the JAMS panel of neutrals. If we fail to select an arbitrator within thirty (30) days following the date of the notice of demand to conduct arbitration, then JAMS will appoint an arbitrator in accordance with the JAMS Rules. The award of the arbitrator will be in writing and will set forth findings of fact and conclusions of law. Judgment on the arbitrator’s award will be final and binding upon both of us and may be entered in any court having jurisdiction. If for any reason JAMS or its successor is no longer in business, then the arbitration shall be conducted in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitrator’s fees shall be shared equally by both of us and the prevailing party will be reimbursed by the other party for all attorneys fees, witness fees and arbitration costs. All papers, documents, or evidence, whether written or oral, filed with or presented in connection with the arbitration proceeding will be deemed by both of us and by the arbitrator to constitute our mutual confidential information. You agree that the arbitrator that we choose in accordance with this Agreement will not have the power to alter, amend, or otherwise affect the terms of this Section 16 or this Agreement. Notwithstanding the foregoing, nothing in this Section 16 shall prevent either of us from applying for and obtaining from a court a temporary restraining order and/or other injunctive relief.
For the avoidance of doubt, all claims you bring against us must be resolved in accordance with this Section 16. All claims filed or brought against us contrary to this Section 16 shall be considered improperly filed. Should you file a claim contrary to this Section 16, you agree that we may recover attorneys’ fees and costs of up to One Thousand Dollars ($1000.00) provided that we have notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
17. Statute of Limitations
TO THE EXTENT PERMITTED BY LAW, YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM THAT YOU MAKE AGAINST US ARISING OUT OF OR RELATED TO OUR LICENSED PRODUCT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
Should you have any questions about this Agreement, of if you desire to contact us for any reason, all communications should be directed to: firstname.lastname@example.org.