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Appcast General Terms

Appcast™ General Terms & Conditions

Effective October 24, 2023

(Last Updated: February 14, 2024)

These Appcast General Terms & Conditions of Service (the “Terms & Conditions”), along with the Insertion Order signed by you and any exhibits attached herein (to the extent applicable),  govern use of the services Appcast provides to you or any Customer and your use of the Appcast Platforms (defined below) (collectively “the Services) and collectively form the agreement (the “Agreement”) between (1) you and the company or organization that employes you (referred to herein as “you”, “your”, and “Customer”) and (2) Appcast, Inc. and its affiliates, subsidiaries, directors, officers, employees, agents, and representatives (referred to herein as “Appcast,” “we,” “us” and “our”). Capitalized terms used but not defined in these Terms & Conditions shall have the meanings ascribed to them in any applicable Insertion Order.

Please read these Terms & Conditions carefully before you use the Appcast Platforms or Services. By accessing or using the Appcast Platforms or the Services, you accept and agree to be bound and abide by these Terms, our Privacy Policy incorporated herein by reference, and all applicable federal, state, and local laws and regulations. These Terms & Conditions constitute a binding agreement between you and Appcast. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS & CONDITIONS, YOU ARE NOT AUTHORIZED TO AND ARE PROHIBITED FROM ACCESSING THE APPCAST PLATFORMS OR THE SERVICES. We may revise and update these Terms & Conditions at any time by posting revisions to the Site and your continued use of the Appcast Platforms or Services indicates your agreement to the revised Terms & Conditions. All changes are effective immediately when we post them to the Site (as indicated in the “Last Updated” date) and apply to all access to and use of the Appcast Platforms or Services thereafter. Accordingly, we urge you to regularly review these Terms & Conditions as they are binding on you. We may update the content on the Appcast Platforms from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Appcast Platforms may be out of date at any given time, and we are under no obligation to update such material. The Appcast Platforms are offered and available to users who are eighteen (18) years of age or older. By using the Appcast Platforms or Services, you represent and warrant that you are of legal age to form a binding contract with Appcast and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Appcast Platforms or the Services.

If Customer is purchasing media or related Services through Appcast, then Exhibit A of these Terms & Conditions shall apply.   If Customer is purchasing branding or creative Services through Appcast, then Exhibit B of these Terms & Conditions shall apply. 

1. DEFINITIONS

1.1    “Aggregate Data” means any information, reports, commentaries, market testing outputs, consumer testing outputs, data analyses, test results, consumer, insights or other data accessed, compiled, collected, stored or used by Appcast in connection with the Services, or the Appcast Platforms which is aggregated and does not include personally identifiable information. The source of this Aggregate Data is not identifiable.

1.2   “Appcast Platforms” means collectively and individually, https://www.appcast.io/ and any of its subdomains (the “Site”) and any websites, platforms, exchanges, successor platforms and exchanges, software, portals, applications, and Application Programming Interfaces (“API”s), programs, Recruitment Process Outsourcing (“RPO”) related platforms,  components, functions, screen designs, reporting data, and report formats owned or operated by Appcast, and all Updates, Upgrades, and other derivative works, upgrades, releases, fixes, patches, etc. related to the software that Appcast develops, deploys, or makes available to Customer during the term of this Agreement, as they may be modified, relocated and/or redirected from time to time., to receive, or review data and results of the Services.

1.3   “Appcast Received Fees” means the amount of fees received by Appcast for the Services under the Agreement.

1.4   “Authorized User” means any employee or contractor of Customer, whom Customer has authorized to use the Appcast Platforms and who is (i) legally bound in writing or by the nature of their relationship with Customer (a) to protect the Confidential Information (as defined below) and property of Appcast and (b) to comply with the Agreement. Customer is and remains responsible for the acts and omissions of its Authorized Users as they relate to the Services.

1.5  “Customer Data” means any data, information, material (including but not limited to any advertising content, job postings, trademarks, or logos) submitted by Customer to Appcast for use in connection with the Services.

1.6. “Discount” means a reduced fee from a Managed Service Publisher provided by such Managed Service Publisher directly to the Customer. A Discount does not include industry standard rate commissions that Appcast receives from a Managed Service Publisher. In no event will Appcast receive commissions that exceed the industry standards (15%).

1.7    “Documentation” means the explanatory and informational materials concerning the Services, in printed or electronic format, and which Appcast has released for general distribution to its customers.

1.8  “Insertion Order” means a document executed by Appcast and Customer, and referencing and incorporating the terms of the Agreement, which set forth the specific appurtenant details, including but not limited to, campaign details, budget, pricing, and fees, of the Services  to be provided by Appcast to Customer.

1.9 “Managed Service” means Appcast’s management of Customer’s Recruitment Media in which Appcast will determine the amount of Recruitment Media to purchase from an applicable Managed Service Publisher and will handle the contracting, communication with, and implementation of those Managed Service Publisher, as more fully set forth in the applicable Insertion Order. The Managed Service is a part of the collective Services.

1.10  “Output” means the Customer-specific results relating to applicants generated through Customer’s use of the Appcast Platforms.. For the avoidance of doubt, Output excludes Brand and Creative Services

1.11  “Services” means the service(s) provided to Customer by Appcast under the Agreement. “ Services” excludes any software provided by a third party.

1.12   “Third Party Data” means any data, information or material submitted to Appcast by any third party.

2. SERVICES

2.1       Access to and Use of the Service. Subject to these Terms & Conditions, and provided Customer is not in default hereunder, Appcast hereby grants to Customer the non-exclusive, non-transferable (except as provided in Section 11.3) right to use and access the applicable Services or the Appcast Platforms, as set forth in the applicable Insertion Order(s), in accordance with the Documentation and the Agreement, solely for the internal business purposes of Customer and not for transfer, distribution, or disclosure to third parties or use for the commercial benefit of any third party. 

2.2       Authorized Users.  Customer shall issue each Authorized User a unique user identification code (“User ID”) to enable such Authorized User to access and use the Appcast Platforms as permitted hereunder.  Customer shall notify Appcast in the event any Authorized User ceases their employment or contractual engagement with Customer.  Customer must ensure that no Customer user, except for Authorized Users, have access to and use the Appcast Platforms and that User IDs are not shared or rotated among Authorized Users or issued on a concurrent-usage basis.  If the Customer is notified or becomes aware that an unauthorized third party has gained access to or used the Appcast Platforms, Customer shall promptly notify Appcast in writing of such unauthorized access.

2.3         Restrictions.  Customer shall not (a) use Appcast Services in any manner which is not expressly authorized by the Agreement or which violates any applicable law or regulation, including domestic and international data privacy regulations and employment laws; (b) copy or reproduce any of the Appcast Platforms, in whole or in part; (c) modify, translate or create derivative works of any of the Appcast Platforms; (d) reverse engineer, decompile, disassemble or otherwise reduce any of the Services to source code form; (e) distribute, sublicense, assign (except for any Brand and Creative Services and as explicitly set forth in Section 11.3), share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes or otherwise transfer the Services or Customer’s right to access and use the Services or the Appcast Platforms; (f) remove or modify any copyright, trademark or other proprietary property of Appcast or its licensors on the Output contained within the Services or Appcast Platforms; or (g) use the Services to market or sell a  service competitive to Appcast’s services. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO APPCAST AND ITS LICENSORS.

3. OWNERSHIP; INTELLECTUAL PROPERTY RIGHTS

3.1       Ownership of Intellectual Property. Customer acknowledges and agrees that these Terms & Conditions convey a limited right to use the applicable Services set forth in the Agreement, except for the Brand and Creative Services, and do not convey title or ownership of the Services to Customer. Additional ownership rights may be set forth in Exhibit B (to the extent applicable).  The Services, the Appcast Platforms and related source code, web beacons, pixels, and any and all materials relating thereto, including all associated intellectual property rights, shall remain at all times the sole, exclusive property of Appcast.  Customer agrees and acknowledges that the Services may contain the valuable trade secrets and proprietary information of Appcast and its licensors.  Subject to Customer’s compliance with these Terms & Conditions, Appcast acknowledges and agrees that Customer has the right to create derivate works based on the Output from the Appcast Platforms for Customer’s internal purposes, and Customer has all right, title, and interest in and to such derivative works.

3.2       Suggestions.  Customer grants to Appcast a royalty-free, worldwide, transferrable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services or Appcast Platforms any suggestions, enhancements requests, recommendations, or other feedback provide by Customer or any Authorized User relating to the Services or any other Appcast product or services.  

3.3       Aggregate Data.  As between Customer and Appcast, Appcast owns all rights, title, and interest in and to Aggregate Data.  Accordingly, Appcast may, during the Term and thereafter, use, display, transmit, modify and prepare derivative works of Aggregate Data in any media for any lawful purpose, including maintaining and improving the Service.

3.4       Security.  Customer shall take commercially reasonable steps to ensure that no unauthorized persons have access to the Services or Appcast Platforms, and to ensure that no Authorized Users take any action which would be in violation of the Agreement.  Such steps shall include, but shall not be limited to, imposing password restrictions on use of the Services, securing the Customer’s system, and administering and monitoring use of the Services.

3.5       Reporting.  Customer shall promptly report to Appcast any actual or suspected violation of Sections 2 and/or 3 hereof and shall take such further steps as may reasonably be requested by Appcast to prevent or remedy any such violation.

3.6       Relief.  Because unauthorized use of Appcast’s Services or any Output, is likely to substantially diminish the value of such Services, irreparably harm Appcast, and may not be susceptible to cure by the payment of monetary damages, if Customer breaches the provisions of Sections 2 or 3 of these Terms & Conditions, Appcast shall be entitled to seek injunctive and/or other equitable relief, in addition to other remedies afforded by law, to prevent or restrain a breach of Sections 2 or 3 of these Terms & Conditions.

4. FEES, PAYMENT, AND TAXES

4.1       Payment.  Payment terms between the parties shall be as set forth in the Insertion Order.  Additionally, Appcast will have the right but not the obligation to make any purchases with third parties (including any Managed Service Publishers) on behalf of Customer hereunder in accordance with the concept of sequential liability, so that Appcast shall not be responsible for such purchases unless and until Customer has paid Appcast in full for such purchases.  In no event shall Appcast be obligated to remit payments to any third party on behalf of Customer if Appcast has not yet received full and satisfactory payment for all prior payments owed to third parties from Customer.  Until payment is received by Appcast, Customer shall remain solely responsible for such purchases. Appcast has the right to confirm with third parties that they expressly agree to payment in accordance with the foregoing terms.

4.2       Collections.  Customer shall pay all of Appcast’s costs and expenses (including reasonable attorneys’ and auditors’ fees) if legal action is required to collect outstanding balances of amounts or to enforce any of Appcast’s other rights hereunder or at law.  Appcast may charge a late fee on all past due amounts at the rate of 1.5% per month or, if lower, the maximum rate permitted by applicable law. To the extent that Customer disputes any invoice, Customer must provide Appcast notice of such dispute in writing within ten (10) business days of the invoice date, or Customer shall waive any claim with respect to such invoice.

4.3       Payment Terms; Taxes. All amounts due hereunder are payable in U.S. Dollars. Fees are exclusive of any applicable taxes, including without limitation, sales, use, value-added, and withholding taxes, and Customer shall pay all such taxes when due (other than taxes on Appcast’s net income).  Sales taxes on Customer’s Recruitment Media Budget may apply and will be clearly shown on Customer’s applicable invoices. Such sales taxes are assessed exclusive of the Recruitment Media Budget amount.

5. DATA

5.1       Customer Data Warranty.  Customer represents and warrants that (a) it has the authority and right to transmit or otherwise provide Appcast with access to the Customer Data and other data it provides hereunder and that it has procured the consents and provided the disclosures and/or necessary opt out rights to transmit data and to allow the use thereof as contemplated hereunder; (b) it has the authority and right and to grant the licenses and rights under this Agreement; (c) Customer Data will not infringe the intellectual property rights or other proprietary rights of any third party or violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination, and false advertising; and (d) Customer Data will not be libelous, threatening, defamatory, harassing, unlawful, or obscene, or contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information.  Customer covenants that it will only supply Appcast with data that Customer has the right to supply in accordance with this Agreement. 

5.2     License to Appcast. As between Customer and Appcast, Customer owns all rights, title and interest in and to Customer Data.  Customer grants Appcast (including its media vendors, affiliates, and other agents and contractors) a non-exclusive, worldwide, royalty-free right to use, copy, display, transmit, share, disclose, modify and prepare derivative works of the Customer Data in any media for any purpose (i) as necessary to optimize  the provision the Services to Customer during the Term;(ii) in connection with its internal operations and functions; and (iii) create Aggregate Data from the Customer Data.

5.3       Use of Third Party Data at Customer’s Risk.   Appcast shall have no responsibility for the accuracy, quality, integrity, legality, reliability, or appropriateness of Third Party Data, and Appcast shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of any Third Party Data.  Customer acknowledges that use of any Third Party Data generated, obtained, or acquired through the use of the Services is at Customer’s sole risk and discretion.  Appcast is not liable or responsible for any results generated using Third Party Data.

5.4       Data Processing.  To the extent the Customer Data includes personal data that Appcast processes data on Customer’s behalf that is from or about individuals in regions where data privacy requirements are prescribed by applicable law, each party hereby agrees to abide and be bound by the terms and conditions of the Appcast Data Processing Addendum (the “DPA”) as published at https://www.appcast.io/data-processing-addendum/ (or a successor URL) and updated by Appcast from time to time. As applicable to the parties based on the data being processed hereunder, the DPA shall be incorporated herein by this reference.

6. LIMITED WARRANTY; DISCLAIMER OF WARRANTY

6.1       Customer Warranties to Appcast. Customer represents and warrants that: (i) it has the right to enter into this Agreement with Appcast; (ii) it is not a party to any agreement or under any condition which would prevent it from fulfilling its obligations under this Agreement; (iii) it shall use commercially reasonable efforts to perform and promptly complete its obligations under the Agreement (iv) it is responsible for the accuracy, completeness and propriety of information concerning its organization, available job openings, job and salary descriptions, services, industry, or competitors which are provided by Customer to Appcast; (v); Customer and its job hiring practices will comply with all applicable federal, state, and local laws, rules, and regulations; and (vi) Customer will review all materials prepared by Appcast for Customer as part of the Services to confirm that any descriptions and representations, direct or implied, with respect to Customer’s organization, available job openings, job and salary descriptions, services, industry, or competitors are accurate and supportable and that such descriptions and representations are in compliance with all legal and regulatory requirements, directives, and guidelines. 

6.2.      Appcast Warranties to Customer.  Subject to scheduled outages for maintenance, which shall be announced to Customer, and other downtime, Appcast shall, solely with respect to the Appcast Platforms(as set forth in the Insertion Order), use commercially reasonable efforts to make i) the Appcast Platforms available for use by Authorized Users 99.9% of the time during the Term but makes no guarantee of continuous availability or uninterrupted use of the Services and ii) the Appcast Platforms available 365 days per year during the Term, but will only provide availability of Appcast employees for active management of the Services during non-holiday weeks, Monday through Friday, 8:00am EST to 6:00pm EST during the Term.  Appcast makes no guarantee of continuous availability or uninterrupted use of the Appcast Platforms or Services.  Appcast warrants that, during the Term, Appcast will , perform the Services in a professional workmanlike manner substantially in accordance with industry standards, the Documentation and any applicable Insertion Order.  Appcast’s sole obligation and Customer’s exclusive remedy for any unavailability of the Appcast Platforms is as follows: If an Appcast Platform is unavailable for more than twenty-four (24) consecutive hours Customer may receive an extension of the Term for a period of time equal to the period of time the Appcast Platform was unavailable.  The remedies available to Customer as set forth in the preceding sentence are conditioned upon Customer notifying Appcast of the unavailability of the Appcast Platform in writing promptly upon becoming aware of such Appcast Platform outage and providing Appcast with sufficient documentation of the Appcast Platform outage to enable Appcast to reproduce and verify the same.

6.3       Limitation.  The limited warranty set forth in this Section 6 shall not be applicable in the event that any outage or Appcast Platform failure arises from (a) any modification to the  Appcast Platforms not made by or at the direction of Appcast, (b) use of the Appcast Platforms in a manner not described in the Documentation or the Agreement, (c) use of the Appcast Platforms in any unlawful, improper or inappropriate manner or for any unlawful, improper or inappropriate purpose, (d) the gross negligence or intentional misconduct of Customer, (e) any data, equipment, software, service or resource not provided by Appcast, including but not limited to the Amazon Web Services (AWS) Infrastructure, or (f) any portion of the Appcast Platforms which Appcast designed in accordance with specifications provided by Customer.

6.4       Remedy for Loss of Customer Data.  In the event that there is a loss or corruption of Customer’s Data directly caused by Customer’s use of or access to Appcast’s Services (other than the AWS Infrastructure), Appcast will use commercially reasonable efforts to restore or correct such Customer Data promptly.  If Appcast is unable to correct or restore such data, Customer’s sole and exclusive remedy shall be to terminate the Agreement and upon such termination Appcast shall refund to Customer a pro-rated portion of any unused Appcast Received Fees.

6.5       Security.  Customer is responsible for implementing adequate firewall, passwords, and other security measures to protect Customer’s systems, data and applications from unwanted intrusion, whether over the Internet or by other means. Customer shall maintain commercially reasonable and appropriate technical, physical, administrative, and other organizational precautions and security measures to protect against unauthorized access to and/or misuse of the Appcast Platforms and Outputs. Appcast may, in its reasonable discretion and without penalty, suspend and, upon written notice, cancel Customer’s account if Appcast reasonably suspects or identifies any misuse of or unauthorized access to the Appcast Platforms through Customer’s account.

6.6       Dependencies.  Customer acknowledges and agrees that (a) the Services require access to and use of the Internet and that the Internet is an unregulated, public network over which Appcast exerts no control and (b) Appcast has no responsibility for operating and maintaining Customer’s servers and their connection to the Internet to access and use the Services. Although Appcast shall endeavor to guard against any loss to Customer as the result of the failure of vendors or any other third parties (including but not limited to, any Managed Service Publisher, or research vendors) to properly execute their commitments, Appcast will not be responsible for their failure or their other acts or omissions. Customer acknowledges that Appcast has no control over information, or other materials approved by Customer for distribution once they have been published, released or posted in the public as requested or approved by Customer, including, without limitation, via media publishers or job sites.  As such, Appcast shall not be responsible for ensuring the accuracy of what any third party publishes or any other resulting third party actions, nor shall Appcast be responsible for any user generated content, or job applications. In addition, Appcast will not be responsible in any manner for ensuring any Customer job posts, materials or services comply with laws, rules, regulations or guidelines specific to Customer’s products, services and industry, or any recruitment, privacy or employment laws in the state in which Customer may be hiring new employees and/or other applicable state (“Customer Specific Laws”). Customer shall be solely responsible for ensuring compliance with all Customer Specific Laws.

6.7       DISCLAIMER OF WARRANTIES.  EXCEPT AS STATED IN THIS SECTION 6, APPCAST DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND APPCAST PLATFORMS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, NON-INFRINGMENT, COMPLETENESS, ACCURACY AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.  APPCAST SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR WILL OPERATE IN COMBINATIONS OR IN A MANNER SELECTED FOR USE BY CUSTOMER, OR THAT THE SERVICES OR APPCAST PLATFORMS WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER ALONE IS RESPONSIBLE FOR ANY COMMUNICATION, MESSAGE, OR OTHER CONTENT THAT ITS AUTHORIZED USERS POST, UPLOAD, SUBMIT, TRANSMIT, OR SHARE VIA THE SERVICES OR THE APPCAST PLATFORMS, INCLUDING ALL CUSTOMER DATA.  APPCAST IS NOT AN EMPLOYER WITH RESPECT TO CUSTOMER’S USE OF THE APPCAST PLATFORMS OR SERVICES AND IS NOT RESPONSIBLE FOR ANY EMPLOYMENT DECISIONS MADE BY ANY PERSON OR ENTITY POSTING JOBS VIA THE APPCAST PLATFORMS OR SERVICES. APPCAST DOES NOT ASSUME ANY OBLIGATION TO PERFORM LEGAL REVIEW OF CUSTOMER’S JOB ADS.  NOTHING IN THIS AGREEMENT GUARANTEES THE DISPLAY OF CUSTOMER’S JOB OR DISPLAY OF CUSTOMER DATA TO ANY OR ALL OF THE PUBLISHERS’ CANDIDATE TRAFFIC NOR DOES IT GUARANTEE CANDIDATES WILL CLICK ON OR APPLY FOR CUSTOMER’S JOB OR THAT APPLICATIONS MADE TO CUSTOMER’S JOB WILL BE VALID, ACCURATE, OR COMPLETEAPPCAST DOES NOT GUARANTEE ANY SUCCESS OR INCREASE IN EMPLOYEES, OR QUALITY OF EMPLOYEES BY USE OF APPCAST’S SERVICES. APPCAST FURTHER MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNITIES WITH RESPECT TO ANY THIRD PARTY MATERIALS NOR WITH RESPECT TO ANY JOB APPLICATION, OR ANY OTHER MATERIALS OUTSIDE OF APPCAST’S REASONABLE CONTROL.

LIMITATION OF LIABILITY

7.1       LIMITATION OF LIABILITY.   EXCLUDING EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OF THE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE, FOR ANY SPECIAL INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DAMAGES RESULTING FROM LOSS OF DATA, LOST PROFITS, LOSS OF USE OF EQUIPMENT, LOSS OF REPUTATION, OR LOST CONTRACTS, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY CUSTOMER.   NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEEMNT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES, APPCAST’S TOTAL, AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES SHALL BE LIMITED TO THE APPCAST RECEIVED FEES UNDER THE APPLICABLE INSERTION ORDER(S) DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY.NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE FIRST TO OCCUR OF (I) THE TERMINATION OR EXPIRATION OF THE AGREEMENT OR (II) THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION. THIS LIMITATION IS IN ADDITION TO AND NOT IN LIEU OF ANY OTHER LIMITATION OF LIABILITY UNDER THIS SECTION.

7.2       Acknowledgment. Customer acknowledges and agrees that the cost for the Services under the Agreement as set forth in any applicable Insertion Order(s) issued hereunder has been set based on the application of the limitations described in Sections 7.1.

8. INDEMNIFICATION

8.1       Appcast Obligation to Indemnify.  Appcast shall defend, indemnify, and hold harmless Customer, from and against any third-party suit, claim, liabilities, damages, losses, judgments, settlements, costs, expenses (including reasonable attorneys’ fees), actions demands, or proceeding (collectively “Losses”) that may be brought, instituted, or may arise against, or be incurred, to the extent such Loss arises from Appcast’s (i) breach of  the Agreement; (ii) infringement of intellectual property right of a third party under United States;  (iii) gross negligence or willful misconduct in performing the Services under this Agreement; and/or (iv) violation of applicable laws, rules, or regulations.

8.2       Customer Obligation to Indemnify.  Customer shall defend, indemnify and hold harmless Appcast and its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns from and against any third-party suit, claim, liabilities, damages, losses, settlements, judgments, costs, expenses (including reasonable attorneys’ fees), actions demands, or proceeding (collectively “Losses”) that may be brought, instituted, or may arise against, or be incurred, to the extent such Loss arises from or relates to: (i) Customer’s breach of the Agreement; (ii) any Customer Data, job posting, advertising or other forms of communication provided by Customer to Appcast or the Appcast Platforms; (iii) Customer’s hiring practices, employment or job interviewing practices, programs or services; (iv) Customer’s violation of all applicable laws, rules, and regulations.; (v) Customer’s gross negligence or willful misconduct; (vi) modification to the Services, Appcast Platforms, or any deliverables made by or at the direction of Customer, and designed solely in accordance with specifications provided by Customer, with no input by Appcast; and/or (vii) any infringement of intellectual property rights of a third party.

8.3. Indemnification Procedure. When seeking indemnification pursuant to this Agreement, the party seeking indemnification shall (i) promptly notify the indemnifying party in writing of a claim or Loss provided that any failure or delay to provide to such notice shall not affect a party’s obligation to indemnify to the extent the indemnifying party is materially prejudiced by such failure or delay (ii) give the indemnifying party reasonable information, assistance and cooperation required to defend such suit, claim or proceeding, and (iii) allow the indemnifying party to control the defense of any such claim and all negotiations for its settlement or compromise; provided, however, the indemnifying party shall not settle any claim without the indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed.  The indemnitee may be represented in the defense of any such claim, at the indemnitee’s expense, by counsel of its selection. The indemnitee shall have no liability for settlements made or costs incurred without its consent. The absence of insurance shall not diminish any responsibility of either party’s obligation to indemnify under the Agreement.

8.4       Injunctive Relief.  In the event that an injunctive restraint is obtained against Customer’s use of the Services by reason of infringement or violation of any intellectual property right of a third party, or if in Appcast’s reasonable opinion the Services are likely to become the subject of such an injunction, Appcast shall have the right, at its option, to do one of the following: (i) procure for Customer the right to continue to use the Services provided, (ii) replace or modify the Services so that they become non infringing (so long as the functionality of the Service is not materially impaired), or (iii) if neither of the preceding clauses (i) or(ii) is reasonably practicable, terminate the Agreement governing the Services and refund to Customer a pro-rated portion of any unused prepaid fees.

9. TERM AND TERMINATION

9.1      Term.  The Term of this Agreement will be as set forth and defined on the applicable Insertion Order.

9.2       Termination for Breach or Insolvency.  Either party may terminate this Agreement for a material breach by the other party, provided the non-breaching party gives the breaching party the right to cure such breach for a period of ten (10) days after providing written notice setting forth the nature of the breach in sufficient detail for the breaching party to attempt to cure it. Appcast reserves the right to immediately restrict and/or prohibit Customer’s use of the Services (including removal of job advertisements), in whole or in part, if Appcast reasonably determines that Customer is violating the terms of the Agreement, or applicable law, rule, regulation or order.  Additionally, either party may terminate this Agreement if the other party becomes insolvent, files voluntarily or involuntarily for bankruptcy, makes an assignment for the benefit of creditors, or appoints or suffers appointment of a receiver.

9.3       Effect of Termination of Insertion Order.  Termination of any specific Insertion Order other than pursuant to Section 9.2 will have no effect upon any other Insertion Order.  Upon any termination of the Agreement, Customer shall, and shall cause all Authorized Users thereunder, to immediately cease using the Services set forth thereunder. 

9.4         Effect of Termination of Agreement.   For avoidance of doubt, termination of the Agreement will terminate all Insertion Orders then in effect.  Upon any termination of the Agreement: (a) Customer shall, and shall cause all Authorized Users to, immediately cease using the Services; (b) Appcast may immediately deactivate Customer’s account; and (c) following ninety (90) days after the termination date, Appcast may delete Customer’s account and all related data; provided that upon Customer’s written request to Appcast received by Appcast no later than thirty (30) days from the effective date of  such termination, Appcast shall permit Customer temporary access to the Services for a period not to exceed five (5) days and for the sole purpose of permitting Customer to retrieve any Customer Data accessible through the Services. 

9.5       Survival. Any provision of this Agreement which contemplates performance or observance subsequent to its termination or expiration, either explicitly or by its nature, shall continue in full force and effect.

10. CONFIDENTIAL INFORMATION

10.1     Confidential Information.  Except as expressly provided herein, the parties agree that the receiving party shall not publish or otherwise disclose and shall not use for any purpose any non-public information about the disclosing party’s business or activities that is proprietary and confidential that is furnished to it by the disclosing party pursuant to the Agreement which (i) if disclosed in tangible form is marked “Confidential” or with other similar designation to indicate its confidential or proprietary nature, or (ii) if disclosed orally is indicated orally to be confidential or proprietary by the disclosing party at the time of such disclosure, or (iii) is confirmed in writing as confidential or proprietary by the disclosing party within a reasonable time after such disclosure, or (iv) by its nature or the circumstances surrounding its disclosure should reasonably be regarded as confidential (collectively, “Confidential Information”).  Notwithstanding the foregoing, Confidential Information shall not include information that, in each case as demonstrated by written documentation: (i) was properly in receiving party’s possession or properly known by it, without restriction, prior to receipt from the disclosing party; (ii) was rightfully disclosed to receiving party by a third party without restriction; (iii) is, or becomes generally available to the public or otherwise part of the public domain, other than through any act or omission of the receiving party (or any subsidiary, agent or employee of the receiving party) in breach of the Agreement; (iv) was independently developed by the receiving party without reference to or use of any Confidential Information disclosed by the disclosing party; or (v) is approved in writing by the disclosing party for release. The receiving party shall safeguard the disclosing party’s Confidential Information using at least the degree of care the receiving party uses to protect its most sensitive information and no less than a reasonable degree of care.

10.2     Permitted Disclosures. Notwithstanding the provisions of subsection 10.1, each party may disclose the disclosing party’s Confidential Information to the extent such disclosure is reasonably necessary for: (i) exercising the rights granted to it and fulfilling its obligations under the Agreement, provided such disclosure is only made to the receiving party’s employees, agents, consultants, or representatives with a need to know such Confidential Information and who are bound by a confidentiality agreement or other duty of confidentiality no less restrictive than the duties in this Section; (ii) complying with applicable law, rules, or regulations; or (iii) submitting information to tax or other governmental authorities.  If a party is required to make any disclosure of the disclosing party’s Confidential Information in accordance with subsections (ii) and (iii) above, to the extent it can legally do so, it will give reasonable advance written notice to the disclosing party of such intended disclosure, and will use its reasonable efforts to secure confidential treatment of such information prior to its disclosure (such as seeking, or allowing the disclosing party a reasonable opportunity to seek,  a protective orders or otherwise). 

10.3     Return of Confidential Information.  Upon termination of the Agreement for any reason or upon request of the disclosing party at any time, the receiving party will (i) promptly return to the disclosing party the original and all copies of all Confidential Information or, in lieu thereof, certify that all such Confidential Information has been destroyed; and (ii) destroy all notes and copies thereof made by receiving party containing any Confidential Information, provided that neither party shall be obligated to return or destroy Confidential Information to the extent necessary to fulfill its obligations and to enforce its rights under the Agreement or to the extent otherwise required by law, regulation, legal, regulatory or judicial process, rule or practice governing professionals or any internal compliance policy or procedure relating to the safeguarding or backup storage of data; provided that any such Confidential Information so not returned or destroyed shall remain subject to the confidentiality and use covenants contained herein, without regard to term.

10.4     Remedies for Breach of Confidentiality Obligations.  The parties agree that any breach or threatened breach of this Section 10 by the receiving party may cause not only financial harm, but irreparable harm to the disclosing party; and that money damages may not provide an adequate remedy for such harm.  In the event of a breach or threatened breach of this Section 10 by receiving party, the disclosing party shall, in addition to any other rights and remedies it may have, be entitled to seek an injunction (without the necessity of posting any bond or surety) restraining the receiving party from disclosing or using, in whole or in part, any Confidential Information.

11. GENERAL PROVISIONS

11.1     Non-Discrimination. Customer  represents  and  warrants  that  through its use of the Services, it  will  not  discriminate  against  any employee  or  applicant  for  employment  because  of  race,  color,  religion,  disability,  sex, national origin, age, physical or mental disability, veteran status, or any other unlawful criterion and that it shall comply with all applicable laws against discrimination and all applicable rules, regulations and orders issued thereunder or in implementation thereof including, but not limited to, Executive Order 11246. Customer further warrants that it shall comply with all applicable provisions of the Americans with Disabilities Act (“ADA”).

11.2     Governing Law; Jurisdiction.  The Agreement shall be governed by, and construed in accordance with, the laws of the State of New Hampshire without giving effect to its choice of law rules, and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods.   The courts of the State of New Hampshire shall have exclusive jurisdiction over any proceeding to enforce the rights of any party under the Agreement, and each party waives all rights to object to the jurisdiction of such courts because of inconvenience of forum.

11.3     Assignment.  Neither the Agreement nor the rights granted hereunder shall be assigned or transferred by Customer without the prior written consent of Appcast, such consent not to be unreasonably withheld, and any attempted transfer without such consent shall be void and have no force or effect, provided, however, Customer may assign the Agreement to an entity that acquires all or substantially all of its assets or business without Appcast’s consent.  Appcast may assign the Agreement, in whole or in part, upon written notice to Customer.  Without limiting the generality of the foregoing, Appcast may fulfill any of its obligations under the Agreement by engaging the service of any independent third party. For purposes of this Section, a merger, acquisition or change of control of Customer shall be deemed to be an assignment.  The Agreement shall inure to the benefit of the parties and their permitted successors and assigns.

11.4     Waivers. Any waiver by a party of any breach of any provision of the Agreement by the other party must be in writing to be effective and shall not constitute a waiver of any subsequent breach of the same or any other provision. No waiver by a party, if any granted, of any breach, default or violation of any term, warranty, representation, covenant, condition or provision of the Agreement and/or any Insertion Order shall constitute a waiver by such party of any subsequent breach, default or violation of any term, warranty, representation, agreement, covenant, condition or provision.

11.5     Complete Agreement. The parties agree that the terms in this Agreement are the complete and exclusive statements regarding the subject matter hereof and supersede all prior agreements, understandings and communications, oral or written, between the parties regarding the subject matter of the Agreement. In the event there is any conflict between the Terms and Conditions in the Agreement, the terms and conditions in any Exhibits to the Agreement, and the terms and conditions in any applicable Insertion Order, the following order of precedence regarding which terms and conditions prevail shall govern:
-Exhibit A or Exhibit B to this Agreement, if applicable to the Services being purchased by Customer; 
-these Terms & Conditions;
-any other Exhibits to the Agreement;
-the applicable Insertion Order

provided, however, that the provisions of an amendment, or Insertion Order will prevail over the provisions of the Terms & Conditions, Exhibit A, or Exhibit B to the extent such provisions expressly refer to the provisions in the Terms & Conditions, Exhibit A, or Exhibit B over which such provisions prevail, but only for purposes of the specific Insertion Order containing such express reference.  Additional or conflicting terms contained in any standardized form or correspondence of or from Customer are expressly unenforceable under the Agreement unless such terms and conditions are contained in an amendment to this Agreement duly executed by both parties hereto. 

11.6     Notices.  Any notice by a party under the Agreement shall be in writing and either personally delivered or sent via reputable overnight courier (such as Federal Express) or certified mail, postage prepaid and return receipt requested, addressed to the other party at the address specified on the applicable Insertion Order or such other address of which either party may from time to time notify the other in accordance with this Section 11.6.  All notices shall be in English and shall be deemed effective on the date of personal delivery, one day after deposit with an overnight courier, or five days after deposit in the mail. 

11.7     Commercial Software.  If Customer is an  agency, department, or other entity of the United States Government, or funded in whole or in part by the United States Government, or if the Services are acquired by or on behalf of a unit or agency of the United States Government, the partiest agree that the Services are “commercial computer software” or “commercial computer software documentation” and that, absent a written agreement to the contrary, the government’s rights with respect to the Services, including the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services and Documentation is limited by the terms of this Agreement, pursuant to FAR § 12.212 and/or DFARS § 227.7202, as applicable. 

11.8   Publicity.   Appcast shall be entitled to refer publicly to Customer as one of its customers and to use Customer’s name, brand, and/or logo in connection with promotional, sales, public relations and marketing materials solely to identify Customer as a customer.

11.9   Counterpart Signatures.  The Agreement (or any document in which it is incorporated) may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single instrument.  The Agreement (or any document in which it is incorporated) may be executed by electronic signature.

11.10   Force Majeure.  Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under the Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, pandemic, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance.  If Appcast is unable to provide the Services for a period of thirty (30) consecutive days as a result of a continuing force majeure event, Customer may cancel the affected service(s).

11.11   Diversity & Inclusion Data.  If Customer opts into the Diversity and Inclusion Data service via the Appcast Platforms, then Appcast may place a third-party image tag on your job advertisements that collects aggregated demographic information regarding job seekers who click on those advertisements.

11.12  Agency of Record.  Customer authorizes Appcast to act on its behalf and at the direction of Customer in the negotiation and purchase of advertising services related to recruiting candidates to be employed by, or otherwise work for, Customer. In negotiating and purchasing services on Customer’s behalf, Appcast shall have the right to act as an agent for Customer, its disclosed principal, provided the expenditure for such purchase was expressly approved by Customer in accordance with the terms hereof. Customer authorizes Appcast to receive invoices on its behalf for such services. Customer acknowledges and agrees that Customer is still ultimately responsible for financial commitments made to any media by Appcast on Customer’s behalf.  Customer further hereby agrees that when Appcast engages with LinkedIn, Indeed, Ziprecruiter, Craigslist, The Stepstone Group, Facebook or any other media on Customer’s behalf, Appcast may, at its sole discretion, agree to such companies’ respective legal terms and conditions of service, as-is written, with no changes to such terms and conditions. If Customer notifies Appcast in writing that it requests changes to legal terms and conditions for certain media services that Appcast is obtaining for Customer on its behalf, then Appcast will work with Customer in good faith to attempt to negotiate those terms with the respective media party, but does not guarantee that such terms will be successfully negotiated.


Exhibit A: AppcastOne Terms

These AppcastOne Terms & Conditions (“AppcastOne Terms”) supplement and form a part of the Terms & Conditions between Appcast and Customer and are herein incorporated into, and a part of, the Agreement . However, these AppcastOne Terms are only applicable to the extent that Customer purchases any Recruitment Media or Traditional Media Services( “AppcastOne Services”) pursuant to the Insertion Order.  Capitalized terms used but not defined in these AppcastOne Terms shall have the meanings ascribed to them in the Terms & Conditions or the Insertion Order.

1. Services.

a. As part of the AppcastOne Services, Appcast shall provide management of media acquired by Appcast on behalf of Customer. An Appcast analyst will configure Customer requests, manage third-party publishers, oversee performance, and adjust as needed to maximize the Customer’s media purchases.

b. In order for advertising to be optimized based on specific parameters requested by the Customer, conversion tracking tags must be implemented prior to launch. Appcast will implement such tags in accordance with the Agreement.

c. Customer hereby authorizes Appcast to complete Customer’s media purchase requests. Each request will be in writing (including but not limited to email).

2. Categories of Media. The following categories of media may be managed in connection with the Services:

a. Programmatic Jobs: Appcast delivers programmatic jobs advertising using Appcast’s Platforms and its proprietary programmatic job advertising technology.

b. Search Engines (e.g., Google, Bing): Advertise jobs using search products.

c. Social Networks (e.g., LinkedIn, Facebook): Advertise jobs on social media platforms and applications.

d. Subscriptions: Create accounts and subscriptions on customer’s behalf with job advertisement publishers.

e. Traditional Media: Advertise jobs on all other forms of media not covered above.

3. Customer Responsibilities

a. For every media purchase hereunder involving job ads, the Customer must furnish Appcast with their job listings. The Customer acknowledges that job ads published are subject to the specific legal terms and conditions outlined by the third-party media vendors involved and that Appcast will not modify such terms and conditions. Customer acknowledges that these third-party media vendors, including without limitation, search engines and social networks like Google, LinkedIn, Indeed, Facebook, Craigslist, The Stepstone Group, and Zip Recruiter transact on non-negotiable standard terms and conditions. These conditions may, for example, restrict content that infringes on third-party intellectual property rights, privacy rights, explicit or defamatory material, or misleading job advertisements. Pursuant to the foregoing, Customer understands and agrees that such terms and conditions will apply to all media purchased with such third parties on behalf of Customer, and Customer hereby commits to ensuring that all job ads and related materials provided to Appcast for publication strictly adhere to these third-party terms and conditions.

b. Customer may request Appcast to target advertising based on characteristics linked to audience lists Customer has created or obtained. The Customer assures that the information contained in these lists has been collected pursuant to all applicable laws and that Customer is permitted to use all such data for marketing purposes.

c. Certain media providers, such as LinkedIn or Facebook, may mandate individual authorization for Appcast to advertise on behalf of the Customer. The Customer acknowledges and agrees to provide Appcast with such authorization if requested by an applicable media provider.

4. Fees.

a. In some circumstances, Appcast may receive industry standard commissions from Managed Service Publishers when purchasing Customer’s Recruitment Media. In the event Appcast does not receive such commissions from Managed Service Publishers, Appcast may, in its sole discretion, add an additional 15% Appcast fee to the cost of such Recruitment Media. As applicable, such commission from the Managed Service Publishers and/or the additional 15% Appcast fee are collectively referred to as the “Publisher Fee.” The Publisher Fee shall be payable through the Monthly Recruitment Media Budget to the extent not received from Managed Service Publishers. For the avoidance of doubt, it is understood that the Publisher Fee will be retained by Appcast as part of its compensation hereunder.

b. Any bids tracked in a non-US currency shall be billed in that currency.

c. Search & Display and Social Media Change Order Fees: If Customer asks Appcast to change its Recruitment Media content for the Search & Display and/or Social Media Services more than twenty-four (24) hours after Appcast has set up and purchased Recruitment Media for Customer’s communicated campaign content requests (“Change Order Request”), Customer shall pay a $250.00 change-order fee per each Change Order Request, which shall be assessed separately from the Recruitment Media Budget. Appcast will not charge any Change Order Fee without first confirming with Customer in writing that a requested change constitutes a Change Order Request.

5. Additional Terms

Customer may request cancellation of advertising schedules it has previously authorized.  Appcast shall use its commercially reasonable efforts to secure such cancellation.  In the event that Appcast is able to obtain such cancellation following Customer’s request, Customer shall pay Appcast the cancellation fee set forth in an Insertion Order, or as charged to Appcast by the media vendor. In the event that Appcast is unable to obtain such cancellation or unable to obtain a cancellation within a certain time frame specified by Customer, Customer shall honor and complete all commitments and contracts for media purchases, including without limitation the payment of all committed media expenditures and applicable fees, entered into by Appcast, as authorized by Customer.


Exhibit B: Appcast Brand & Creative Supplemental Terms

These Appcast Brand & Creative Supplemental Terms (“Brand & Creative Terms”) supplement and form a part of the Terms & Conditions and the Agreement between Appcast and Customer and are applicable to the extent that Customer purchases any brand or creative services as further specified on the Insertion Order (“Brand or Creative Services”).  Capitalized terms used but not defined in these Brand & Creative Terms shall have the meanings ascribed to them in the Terms & Conditions or the Insertion Order. 

1. Scope of Services.

a. Appcast will provide the Brand or Creative Services set forth in the Insertion Order. Customer agrees to provide reasonable cooperation to Appcast in connection with the Brand or Creative Services and will be responsible for providing any materials, direction or approvals that are required to be provided by Customer under the Insertion Order or as otherwise agreed. Appcast will not disseminate any creative content to the public without Customer’s prior written approval.

b. Appcast shall not be liable for any delays in providing the Brand or Creative Services or any Work Product to the extent such delay is caused by Customer’s actions or inactions hereunder, including Customer’s requests for changes in the scope of Brand or Creative Services; and all such delivery shall be extended by the period of any delays caused by Customer.

2. Ownership.

a. Work for Hire. Except for Third Party Materials and Appcast IP (each as defined below), all final, and fully paid for deliverables or materials identified as Customer owned on the Insertion Order, that result from Brand or Creative Services (“Work Product”) shall be considered a “work made for hire” as that term is defined in the Copyright Act of 1976, 17 U.S.C. §101 et seq. and the copyright therein shall be owned by Customer, worldwide, for all purposes. To the extent that any Work Product is not owned by Customer as a work-for-hire, Appcast hereby irrevocably assigns to Customer all of its right, title and interest in and to all such Work Product and shall cause its employees to irrevocably assign to Customer any rights, title and interest that they may have in and to all such Work Product. Appcast will cooperate with Customer at Customer’s reasonable written request and expense (if any such expenses are more than de minimis) to execute all additional necessary documents perfecting or securing Customer’s rights in and to the Work Product.

b. Appcast IP. Customer acknowledges and agrees that all intellectual property, content, tools, know-how, methodologies, processes and other materials or property which Appcast used or controlled prior to the commencement of the Brand or Creative Services, or which is otherwise independently developed by Appcast or its affiliated companies outside of the scope of the Brand or Creative Services, as well as all enhancements, modifications and improvements thereto (collectively “Appcast IP”), shall remain the sole and exclusive property of Appcast. Subject to Customer’s payment in full of all amounts due under the applicable Insertion Order, Appcast hereby grants a fully paid-up, perpetual, non-exclusive, non-transferable license to Customer to use the Appcast IP to the extent integrated into the Work Product, and solely for the benefit of Customer. Customer may not under any circumstance reverse engineer, decompile, modify, create derivative works, or otherwise exploit Appcast IP alone or apart from the Work Product.   

c. Third Party Materials. Notwithstanding anything to the contrary, the Parties acknowledge and agree that to the extent Appcast incorporates any third party materials or rights in any Work Product (“Third Party Materials”), the applicable third parties will retain ownership of such Third Party Materials. All Third Party Materials will be licensed, purchased or otherwise procured at Customer’s expense, and Customer agrees to use such Third Party Materials in accordance with all restrictions or limitations on use communicated in writing by Appcast to Customer. Further, Customer shall receive under the third party sublicense only such rights and warranties as are actually provided by such third party licensor, and Appcast’s representations, warranties and indemnification obligations hereunder will not apply to such Third Party Materials.

d. Customer Property. For clarification purposes, Appcast shall acquire no rights of ownership in any material provided by Customer (“Customer Property”) to Appcast in connection with these Brand & Creative Terms. Customer hereby grants to Appcast the right and license to use, modify, transmit and prepare derivative works and otherwise exploit such Customer Property as necessary to provide Brand or Creative Services.

e. Preliminary Materials. Any materials or pitch concepts or materials prepared or proposed by Appcast but not produced or published within the term of the applicable Insertion Order, and any concepts or materials prepared or proposed by Appcast and rejected by Customer, shall remain the property of Appcast (“Preliminary Materials”). Appcast shall have the right to use the Preliminary Materials without limitation; provided, however, that such uses shall not involve the release of any of Customer’s Confidential Information.

3. Representations & Warranties; Disclaimer; Release.

Appcast represents and warrants to Customer that the Work Product as delivered by Appcast will not infringe or otherwise violate the copyright rights of any third party (provided the Work Product is used as intended by the Parties based on a reasonable interpretation of the Insertion Order, and without modification or combination with other materials or information after delivery by Appcast. For the avoidance of doubt, Appcast will not be responsible in any manner for ensuring any Work Product or Brand or Creative Services complies with laws, rules, or regulations applicable to Customer. Notwithstanding the foregoing or anything to the contrary in these Brand & Creative Terms, Customer acknowledges and agrees that unless otherwise expressly agreed to in an applicable Insertion Order, Appcast is not responsible conducting any intellectual property clearance search services in connection with the Brand or Creative Services or Work Product.

4. Effect of Termination.

a. Upon expiration or termination of the Agreement, Customer shall: (i) pay or reimburse Appcast for any expenses incurred or irrevocably committed, or penalty fees for early cancellation of third-party services contracted by Appcast in performing the Brand or Creative Services; and (ii) pay Appcast’s fees for the Brand or Creative Services or Work Product as set forth in the applicable Insertion Order through the effective date of termination.

b. All contracts and other arrangements entered into by Appcast on behalf of Customer (if any), shall (subject to any necessary third party consents) be assigned to Customer or its representative, and Appcast shall be released from the duties, obligations, and liabilities thereof.  Customer agrees to pay all charges associated with such assignment, and Appcast agrees to render such assistance as reasonably may be requested to effect such assignment. Customer shall indemnify Appcast against any expense or loss Appcast may incur as a result of a claim by a third party, arising after the assignment of said contract to Customer. Upon the termination of these Brand & Creative Terms, provided that there is no overdue indebtedness then owing by Customer to Appcast, Appcast shall transfer, assign and make available to Customer, or Customer’s representative, all property and materials in Appcast’s possession or control belonging to Customer, including any Customer Property or Work Product that has been paid for by Customer.

Advertiser Terms

Appcast Standard Advertiser Terms of Use

(Revised and Effective – June 7, 2023)

Dear Customer,

These Terms of Use govern use of the Appcast website and services. By accessing and continuing to use the Appcast website and services after having an opportunity to review these Terms of Use, you accept the Terms of Use in their entirety and without modification. These Terms of Use constitute a binding agreement between (1) you and the company or organization that employs you (collectively referred to as “you” and “your”) and (2) Appcast, Inc. (referred to herein as “Appcast,” “we,” “us” and “our”). If you do not agree with these Terms of Use, please do not use the Appcast website or services.

We may amend these Terms of Use by posting an amended version on the then-current Appcast website and providing you with written notice via electronic means of such amended terms. By continuing to use the website and services following such amendment, you agree to the Terms of Use then posted and that such new Terms of Use will result in an addendum to this agreement.

1. License to Use Services

Subject to and conditional upon your compliance with these Terms of Use, Appcast provides you with access to our website www.appcast.io (the “Site”) and grants to you a limited, non-exclusive, non-transferable, right and license to use certain services and functionality we may make available to you from time to time via the Site or via a related mobile application, including without limitation, an online job ad exchange service that enables you to upload and promote job ads via a network of websites (as described more completely below, the “Services”). You may authorize your employees and authorized agents (collectively, “Users”) to access and use the Services on your behalf, provided that you will be and remain fully responsible and liable for the acts and omissions of all such Users.

2. Description of Services

Users have access to the following Services, in a format and according to the technical means that we deem the most appropriate.

2.1 Job Ad Platform Service

Appcast shall provision a license to use an online job ad exchange service that enables Customer to upload and promote job ads via a network of websites (the “Appcast Job Ad Platform”) for the exclusive use by you and your Users for the sole purpose of posting and managing your job advertisements to the Appcast Publisher Network (as defined below ). Management of job advertisements via the Job Ad Platform may include: setting per applicant and/or per click pricing, minimum and maximum limitations on applicants and/or clicks, adding and removing jobs from the platform, etc.

2.2 Appcast Publisher Network Service

As part of the Appcast Job Ad Platform, you may elect to use the Appcast Publisher Network, a network of online job boards and other online advertising media (“Publishers”) that Appcast selects and makes available from time to time. Selection of Publishers within the Appcast Publisher Network is made in Appcast’s sole discretion. Publishers within the Appcast Publisher Network may elect to display your job(s) to candidates on its platform or provide the job to its partner network to provide candidate traffic to your job. Nothing in these Terms of Use guarantees the display of your job to any or all of the Publishers’ candidate traffic nor does it guarantee candidates will click on or apply for your job or that applications made to your job will be valid, accurate, or complete. 

All clicks and resulting applicants generated from Publishers within the Appcast Publisher Network are done so in a blind fashion, meaning the particular Publisher generating each click or applicant is not disclosed to you.

3. User Responsibilities; Prohibited Conduct

The Services and Site may be used solely by employers seeking job applicants or clicks for job advertisements in accordance with our standard documentation, which may be published by Appcast and made available to you from time to time. You may not use the Services or Site to determine a consumer’s eligibility for: (a) credit or insurance for personal, family or household purposes; (b) employment; or (c) a government license or benefit. Appcast may not be considered an employer with respect to your use of the Site or Services and we are not responsible for any employment decisions made by any person or entity posting jobs via the Site or Services.

You alone are responsible for any communication, message or other content that Users post, upload, submit, transmit or share on the Site or via the Services, including without limitation any advertisements, data, questions, comments, ideas, suggestions or the like (collectively “User Communications”). We do not endorse or sponsor any such User Communications submitted by you or other users of the Site or Services. We reserve the right to terminate, restrict and/or prohibit your use of the Site and Services (including removal of User Communications), in whole or in part, if we determine, in our sole discretion, that you are violating these Terms of Use, or applicable law, rule, regulation or order or that your conduct is harmful to us, our interests or the interests of another user, a third-party provider, merchant, sponsor, licensor, service provider or any other third party. Subject to the terms and conditions set forth in our Privacy Policy, all User Communications will be treated as non- confidential and nonproprietary information. Accordingly, please do not post, upload, submit or share any User Communications you wish to be kept confidential or for which you expect compensation by Appcast, acknowledgment or attribution.

You will maintain and comply with privacy policies and practices that comply with applicable law and conform to industry best practices. You represent and warrant that your User Communications will not: (a) be false, inaccurate or misleading; (b) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation (including without limitation consumer protection, unfair competition, anti-discrimination and false advertising); (d) be libelous, threatening, defamatory, harassing, obscene or contain any kind of pornography; (e) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (f) create liability for us or cause us to lose (in whole or in part) the services of our Internet service providers or other suppliers; or (g) interfere with the ability of others to enjoy our Site or Services.

Additionally, you represent and warrant that you will not: (h) use any data mining robots, spiders or similar data gathering or extraction methods; (i) violate or attempt to violate the security of the Site or Services; (j) reverse engineer or decompile any part of the Site or Services; (k) aggregate, copy or duplicate any of the Appcast IP or information available via the Site or Services, other than as permitted by these Terms; (l) except for Users, share with a third party any login credentials to the Site or Services; or (m) access data or any part of the Site or Services not intended for you.

You acknowledge that the timely placement of pixels and access to jobs by Appcast relies on the timely communication and action by your applicant tracking system and support career portal vendors.

4. Fees & Payment.

4.1 Cost Per Applicant Fees

Appcast will calculate the fees owed based on data collected via the Services, which you agree will be the system of record for determining the number of Appcast Driven Applications and corresponding fees. We will invoice you for all fees on a monthly basis. Unless you have pre-paid the fees, you will remit payment to Appcast within thirty (30) days after issuance of each invoice.

You will pay to Appcast a fee for each Appcast Driven Application (defined below) submitted to you or your application tracking system. “Appcast Driven Application” means a job application or other conversion event generated by an applicant who navigated to your website or application tracking system after clicking on a job advertisement published via the Services. The fee for each Appcast Driven Application will be the cost- per-applicant designated by us when you use the Services. The purpose is to allow for conversion payments that occur with CPC or other performance events that are not only CPA.

4.2 Cost Per Click Fees
Appcast will calculate the fees owed based on data collected via the Services, which you agree will be the system of record for determining the number of clicks driven by Appcast and the Appcast Publisher Network (herein “Appcast Driven Clicks”) and corresponding fees. For payments related to Appcast Driven Clicks, nothing herein absolves you from financial obligations to Publishers. In the event you do not remit full and satisfactory payment of the fees to Appcast within thirty (30) days after the invoice due date, Appcast may suspend or terminate access to and performance of the Services. In such case, you will indemnify, defend and hold Appcast and its employees, officers, directors, respective agents and representatives harmless from and against any and all loss, cost, damage and expense (including reasonable attorneys’ fees) arising from Appcast’s refusal to perform services associated to the Services, including any claims asserted by Publishers. For avoidance of doubt, in no event shall Appcast be obligated to remit Publisher payments to any Publisher if it has not yet received full and satisfactory payment for all prior Publisher payments. You agree that you are ultimately obligated to pay the Publishers and Appcast is acting solely as an agent for you in remitting payments to the Publishers. We will invoice you for all fees on a monthly basis. Unless you have pre-paid the fees, you will remit payment to Appcast within thirty (30) days after issuance of each invoice. You will pay to Appcast a fee for each Appcast Driven Click submitted to you or to your website. The fee for each Appcast Driven Click will be the cost-per-click designated by you when you use the Services.

4.3 Fee Changes

Appcast may change the fees and payment policies for the Services by notifying you in writing (including email) at least thirty days before the change takes effect.

Users who do not accept the new fees must cancel their Subscription, if any, and terminate their use of the Services according to the provisions set out in Section 7. Users who continue to use the Services after the new fees become effective will be deemed to have accepted them.

5. Proprietary Rights

The Site and all text, audio, video, pictures, music, images, graphics, web beacons, cookies, pixels, information, data, content, and other technologies or materials displayed or used on, or downloadable from, the Site or via the Services (the “Appcast IP”) are the property of, or used with permission by, Appcast and are protected by copyright, trademark and other laws and may not be used except as permitted in these Terms of Use or with the prior written permission of the owner of such material. You may not modify the Appcast IP in any way or reproduce or publicly display, perform, distribute or otherwise use any such Appcast IP for any public or commercial purpose. Any unauthorized use of Appcast IP may violate copyright laws, trademark laws, laws of privacy and publicity, or other laws, rules and regulations. You may not remove any copyright, trademark or other proprietary notices from the Site or any Appcast IP. All rights to Appcast IP not expressly granted herein are reserved by and to the respective owners of such Appcast IP.

Certain trademarks, trade names, service marks and logos, icons and domain names used or displayed on the Site or via the Services are registered and unregistered trademarks, trade names and service marks owned by Appcast and/or our affiliates. Other trademarks, trade names and service marks used or displayed on the Site are the registered and unregistered trademarks, trade names and service marks owned by their respective owners and used with permission by us. Nothing grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Site or via the Services without our written permission or the written permission of such third-party owner.

You have and shall retain ownership of your User Communications. You declare and warrant to us that you are entitled to transmit, use or post User Communications and have all relevant licenses and consents from any relevant third parties. Further, we and our affiliates are free to use any ideas, concepts, know-how or techniques contained in any User Communication you send via the Site or Service for developing, marketing and providing products and services. You further acknowledge and agree that we own all of the information we collect from job applicants, including information collected via cookies and web beacons regarding job ad views, job application starts and job application completions. Further, in no event will we publicly disclose any performance-related data specific to you.

Any reference within Appcast software, technology, programming, specifications, materials, guidelines, contracts, terms of use, terms of service, insertion orders, and/or documentation to “Appcast Exchange” shall be construed as including Appcast Xcelerate and all successor Appcast exchanges.

Appcast may issue a press release announcing the relationship contemplated by this Agreement and will be entitled to refer publicly to you as an Appcast customer in connection with advertising, marketing, publicity and other promotional activities. You grant to Appcast non-exclusive license to use your name, trademarks, trade names and logos in connection with such promotional activities.

6. Privacy

Use of the Site and Services is governed by our Privacy Policy which is incorporated into these Terms of Use by this reference.

7. Discontinuance, Modification, & Restrictions

Without limiting any other rights or remedies, in the event that we determine, in our sole discretion, that you have breached any portion of these Terms of Use, or have otherwise demonstrated conduct that we deem to be inappropriate or unacceptable in our sole discretion, we reserve the right to (i) warn you via e-mail that you have violated the Terms of Use; (ii) delete any User Communications; (iii) temporarily or permanently discontinue your access to the Site or use of the Services, (iv) notify and/or send content to and/or fully cooperate with law enforcement authorities for further action; and/or (v) any other action we deem to be reasonably appropriate. Additionally, we may suspend or discontinue any or all Services at any time by providing you with at least ten (10) days advance notice. 

Either party may terminate this Agreement if the other party i) commits a material breach of this Agreement or ii) becomes insolvent, files voluntarily or involuntarily for bankruptcy, makes an assignment for the benefit of creditors, or appoints or suffers appointment of a receiver.

Unless you have purchased a Subscription, you may discontinue using the Services at any time; provided, however, that you will pay Appcast the fees due and payable for any Appcast Driven Applications or Appcast Driven Clicks, as applicable, generated within seven (7) days after the effective date of termination.

In the event you discontinue using the Services or Site or we discontinue providing the Services or Site, the following provisions will survive: Sections 9, 10, 11, 12, 13, 14, 17 and all payment obligations.

8. Links

From time to time, the Site may contain links to third-party websites. We are not responsible for those websites or the parties that control them. All such links to third-party sites are provided solely as a convenience to you. If you use these links, you will leave our Site and no longer be governed by these Terms of Use or our Privacy Policy. We are not liable for the content, quality, suitability, functionality or legality of any such sites. You hereby waive any claim you might have against us with respect to such sites and their operators. Services or merchandise ordered through these links are not affiliated with us. All matters concerning such merchandise and services are solely between you and the merchants with whom you do business.

9. Disclaimer of Warranties

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK. APPCAST DOES NOT EVALUATE, SCREEN OR CENSOR THE APPLICATIONS SUBMITTED IN CONNECTION WITH THE SERVICES OR THE APPLICANTS THEMSELVES. APPCAST IS NOT INVOLVED IN AND DOES NOT CONTROL THE TRANSACTION BETWEEN A JOB APPLICANT AND YOU. ACCORDINGLY, APPCAST IS NOT RESPONSIBLE FOR YOUR INTERACTION WITH ANY PERSON WHO CONTACTS YOU, INCLUDING JOB APPLICANTS, IN CONNECTION WITH YOUR USE OF THE SERVICES OR THE SITE.

THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES AVAILABLE AT THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR FREE. WE PROVIDE OUR SITE AND SERVICES FROM OUR OFFICES WITHIN THE UNITED STATES. WE MAKE NO REPRESENTATION THAT THE SITE AND SERVICES IS APPROPRIATE, LEGAL OR AVAILABLE FOR USE IN OTHER LOCATIONS.

THE WARRANTY DISCLAIMERS SET FORTH IN THIS SECTION DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

10. Limitation of Liability

IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES (OR DAMAGES FROM LOST PROFITS, INTERRUPTION OF BUSINESS, LOST DATA), WHETHER FORSEEABLE OR NOT, WHICH MAY ARISE OUT OF YOUR ACCESS TO, INABILITY TO ACCESS, OR YOUR USE OF, THE SITE OR SERVICES PROVIDED HEREIN OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER COMMUNICATIONS.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OUR SOLE LIABILITY FOR ANY REASON TO YOU, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES DURING THE THREE-MONTH PERIOD PRIOR TO ANY CLAIM.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 10 DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

11. Indemnification

UNLESS PROHIBITED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF APPCAST, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM OR RELATED TO (1) YOUR USE OF THIS SITE OR ANY SERVICES, (2) THE VIOLATION OF THESE TERMS OF USE BY YOU, OR (3) THE INFRINGEMENT BY YOU, OR ANY OTHER USER USING YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. IF YOU ARE OBLIGATED TO INDEMNIFY US HEREUNDER, WE MAY, IN OUR SOLE DISCRETION, (1) CONTROL THE DEFENSE AND DISPOSITION OF ANY SUCH CLAIMS AT YOUR SOLE COST AND EXPENSE OR (2) REQUIRE YOU TO DEFEND APPCAST WITH COUNSEL OF OUR CHOOSING. WITHOUT LIMITING THE FOREGOING, YOU MAY NOT SETTLE, COMPROMISE OR IN ANY OTHER MANNER DISPOSE OF ANY THIRD-PARTY CLAIM WITHOUT OUR CONSENT.

12. Confidentiality

You acknowledge and agree that in connection with your use of the Site and/or the Services, you will have access to non-public information relating to the Services (“Confidential Information”), which Confidential Information is owned by and proprietary to Appcast. You will use the same care to protect the confidentiality of the Confidential Information as you use for your own similar information but in no event less than reasonable care. You will use Confidential Information only for the purpose of using the Site and Services as permitted by these Terms of Use. You will promptly return, provide a copy of, or destroy the Confidential Information upon request.

13. Governing Law

These Terms of Use and your use of the Site and Services will be governed by and construed in accordance with the laws of the State of New Hampshire, without giving effect to its conflicts of law provisions. By accessing or using the Site or Services, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in New Hampshire. A printed version of these Terms of Use will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

14. Disputes

You are solely responsible for your interactions with other users of the Site or the Services. We reserve the right, but not the obligation, to monitor disputes between you and other users.

You may not take legal action against Appcast without first (a) sending us, a detailed written description of the facts and law out of which your claim arises; and (b) negotiating with us, in good faith, toward resolution of the dispute.

15. Force Majeure

Appcast will not be liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including without limitation acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third-party networks or communications infrastructure.

16. Additional Terms

From time to time, we may supplement these Terms of Use with additional terms pertaining to specific content or services (“Additional Terms”), which Additional Terms may be added on the site and provided in writing in an addendum to this agreement.to be viewed in connection with the specific content or Services and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into the Terms of Use.

17. Miscellaneous

In the event that any provision of these Terms of Use conflicts with applicable law, rule, regulation or order or if any provision is held invalid by a court with competent jurisdiction, then such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties, and the remainder of these Terms of Use will remain in full force and effect. Any failure by Appcast to insist upon or enforce strict performance of any provision of these Terms of Use or to exercise any right under these Terms of Use will not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect.

You represent to us that: (i) you have the authority to access and use the Site and Services according to these Terms of Use; and (ii) you have authority to enter into a binding contract on behalf of the company or organization that employs you. These Terms of Use and any Additional Terms (as such terms shall be identified when posted on the Site) constitute the entire understanding between the parties as to the subject matter hereof, and supersede all prior agreements and understandings. You consent to receive communications from us electronically. We may communicate with you by email or by posting notice on this Site. You agree that any notices, disclosures, amendments or other communications provided to you electronically satisfy any requirement, legal or otherwise, that such communication be in writing.

Contact

We welcome your comments and questions. Please contact us at: contact@appcast.io.

Publisher Terms

Appcast™ Publisher Standard Terms & Conditions for Cost per Click


(Effective – October 20th, 2020)

These Standard Terms & Conditions (the “Standard Terms”) apply to any party who (i) publishes, accesses, or otherwise uses any information or content that Appcast, Inc. (“we”, “us”, “our”, and “Appcast”) makes available to you (“Appcast Content”), including (a) any job search results, pay-per-click advertisements, links, insertion code, other elements that Appcast provides to you for use on your website (the “Publisher Site”) or other Publisher property (“Appcast Elements”), and (b) any information that Appcast makes available to you via any website owned by Appcast (an “Appcast Site”, and such information “Appcast Site Information”); or (ii) otherwise assents to these Standard Terms. The Standard Terms govern your use of and access to (i) the Appcast Content and (ii) any Appcast Site. All such persons subject to these terms are referred to herein as “you”, “your”, or “Publisher”. By accessing or using any Appcast Content or any Appcast Site, you accept these Standard Terms in their entirety and without modification. These Standard Terms constitute a binding agreement between you and Appcast.

These Standard Terms incorporate by reference any other Appcast terms (found here) that may apply to your use of and access to any Appcast Content or Appcast Site (“Other Appcast Terms”). In the event of any conflict between these Standard Terms and Other Appcast Terms, these Standard Terms will govern.

We may amend these Standard Terms at any time. By continuing to access or use any Appcast Content or Appcast Site following such amendment, you agree to such amended Standard Terms.

Services

Subject to these Standard Terms, you will provide Appcast access to your website (the “Publisher Site”) and will permit Appcast to upload Appcast Elements to the Publisher Site. The foregoing services and any publishing by you of any Appcast Elements are collectively referred to herein as the “Services”.

In accordance with the foregoing, Appcast grants you permission to publish the Appcast Elements subject to these Standard Terms. Any Appcast Elements may only appear on the Publisher Site or other Publisher property at URLs that Appcast has reviewed and accepted for participation (“Approved URLs”). You will use the Appcast Elements solely to provide the Services and in accordance with these Standard Terms. You will use any Appcast Site Information solely in connection with providing the Services and in accordance with these Standard Terms.

Fees And Payment

You and Appcast agree to payment on a cost-per-click basis, Appcast will pay to you a fee for each Appcast Driven Click (defined below) submitted to a customer of Appcast. “Appcast Driven Click” means a complete click on a Qualifying Link. A “Qualifying Link” means a link displayed at an Approved URL directing a user to a job using an Appcast Element. The fee for each Appcast Driven Click will be the cost-per-click designated by Appcast from time to time. Appcast will calculate any and all fees based on data collected via the Appcast system, which you agree will be the sole system of record for determining the number of Appcast Driven Clicks and corresponding fees. Notwithstanding the foregoing, (i) Appcast shall not owe any fees for any artificial or fraudulent clicks as determined by Appcast, and you will refund Appcast for any payment submitted for any such artificial or fraudulent clicks; (ii) you shall not be compensated for any transactions generated by you or any party acting on your behalf; and (iii) all fees shall be determined by Appcast in its sole discretion. We will pay all fees on a monthly basis. In the event that a user of the Site clicks on a job advertisement to apply for an expired job, Appcast will have no payment obligation to you. Nothing herein absolves the employer from their financial obligations to pay you. For avoidance of doubt, in no event shall Appcast be obligated to remit payments to you if Appcast has not yet received full and satisfactory payment for all prior payments from the advertiser. You agree that you are ultimately obligated to collect payment from the advertiser and Appcast is acting solely as an agent for you in collecting payments from the advertiser.

Proprietary Rights

As between you and Appcast, the Appcast Content and any Appcast Site are the property of Appcast and are protected by copyright, trademark and other laws and may not be used except as permitted in these Standard Terms or with the prior written permission of the owner of such material. You may not modify the Appcast Content in any way or reproduce or publicly display, perform, distribute or otherwise use any such Appcast Content for any public or commercial purpose. Any unauthorized use of Appcast Content may violate copyright laws, trademark laws, laws of privacy and publicity, or other laws, rules and regulations. All rights to Appcast Content not expressly granted herein are reserved by and to the respective owners of such Appcast Content.

Your Responsibilities; Prohibited Conduct

You will provide the Services in a professional and workmanlike manner in accordance with industry standards and best practices.

You will comply with all applicable laws, rules, and regulations (“Applicable Laws”), including those expressly listed in the “Privacy” section below. You will promptly notify us in the event you receive any complaint that you have violated any Applicable Law. Any employee or personnel providing the Services shall be trained to comply with all Applicable Law and these Standard Terms.

You will not obtain any information on an applicant utilizing voice communication systems and no information contained in an Appcast Driven Application shall be obtained or input by you, your employees, affiliates, contractors or others acting on your behalf.

You will not (i) access any data on any Appcast Site that is not intended for you; (ii) invade the privacy of, obtain the identity of, or obtain or access personally identifying information, passwords, account information, or other information about others in connection with your use of an Appcast Site; (iii) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through an Appcast Site; (iv) use any data mining, robots, or similar data gathering and extraction tools in connection with an Appcast Site; (v) register for more than one user account or register for a user account on behalf of an individual other than yourself; (vi) use or attempt to use another’s account, service, or system without our authorization, or create a false identity on an Appcast Site; (vii) impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity; or (viii) transmit, distribute, introduce, or otherwise make available in any manner through any Appcast Site any computer virus, keyloggers, spyware, worms, Trojan horses, timebombs, or other malicious or harmful programming (collectively, “Viruses”). We do not have an obligation to detect the presence of such Viruses. Your access to any Appcast Site is at your sole risk.

You will not send Appcast any traffic/clicks that originate from text messages sent to cellular or mobile telephones or from robocalls or robofaxes.

You will not bid on any employer trademarks, including any variations or misspellings of such terms, for search-based or content-based campaigns on any network, search engine, or social media site including but not limited to Google, MSN, Bing, Yahoo, or Facebook. 

Upon request from Appcast and to the extent technically possible, you will supply to Appcast sub-identifiers on each click.

From time to time, Appcast may provide you with a “do not distribute” list of publisher entities and/or website domains to which job advertisements Appcast has provided to you are prohibited from being distributed.  You will abide by this list.

Privacy

You will maintain and comply with privacy policies and practices (i) that comply with all Applicable Laws, (ii) ensure your compliance with Applicable Law, and (iii) conform to industry best practices. Without limiting the foregoing, you are responsible for providing job applicants with notice of such privacy policies and practices in accordance with industry best practices and all Applicable Laws.

Without limiting your obligation to comply with all Applicable Laws, (i) you will comply with all privacy laws, rules, and regulations including but not limited to the Telephone Consumer Protection Act (“TCPA”) codified at 47 U.S.C. § 227 and the California Consumer Privacy Act (“CCPA”), including all rules and regulations promulgated thereunder and amendments thereto, (ii) you will maintain and regularly update in accordance with all Applicable Law records of telephone numbers listed on any state or federal “do-not-call” list in order to prevent soliciting or otherwise contacting any such person listed thereon, (iii) you will not contact any person listed on a state or federal “do-not-call” list.

Appcast enables a third-party pixel on select job ads to collect information for interest-based advertising and aggregated demographic analysis.

Confidentiality

Publisher shall not disclose Appcast Confidential Information without Appcast’s prior written consent. “Appcast Confidential Information” includes without limitation: (a) all Appcast software, technology, programming, specifications, materials, guidelines and documentation relating to its use of Publishers and Appcast Content; (b) click-through rates or other performance statistics relating to its use of Publishers; and (c) any other information that a reasonable person would understand to be confidential or is designated in writing by Appcast as “Confidential” or an equivalent designation.

Publicity

Appcast may issue a press release announcing the relationship contemplated by this Agreement and will be entitled to refer publicly to you as an Appcast publisher in connection with advertising, marketing, publicity and other promotional activities. You grant to Appcast non-exclusive license to use your name, trademarks, trade names and logos in connection with such promotional activities.

Termination

Either party may terminate these Standard Terms at any time for any reason upon written notice to the other party. Any such notice sent to Appcast shall be sent to: publisher@appcast.io. Upon any termination, you will immediately (i) delete and discontinue all use of Appcast Content and (ii) return any and all Appcast Confidential Information to Appcast. In the event of any termination, we will pay you the fees then validly due and payable for any Appcast Driven Applications generated and submitted prior to such termination.

Disclaimer

THE APPCAST CONTENT AND ANY APPCAST SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. APPCAST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. APPCAST DOES NOT MAKE ANY WARRANTY THAT (i) THE APPCAST CONTENT OR ANY APPCAST SITE WILL MEET PUBLISHER’S REQUIREMENTS; (ii) ACCESS TO ANY APPCAST SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPCAST CONTENT OR ANY APPCAST SITE WILL BE ACCURATE OR RELIABLE; OR (iv) ANY ERRORS IN THE APPCAST CONTENT OR ANY APPCAST SITE WILL BE CORRECTED.

Limitation Of Liability

IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES (OR DAMAGES FROM LOST PROFITS, INTERRUPTION OF BUSINESS, LOST DATA), WHETHER FORSEEABLE OR NOT, WHICH MAY ARISE OUT OF OUR ACCESS TO OR USE OF THE PUBLISHER SITE, THE SERVICES, THE APPCAST CONTENT, OR ANY APPCAST SITE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OUR SOLE LIABILITY FOR ANY REASON TO YOU, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID TO YOU FOR THE SERVICES DURING THE THREE-MONTH PERIOD PRIOR TO ANY CLAIM.

Indemnification

To the extent not prohibited by Applicable Law, you agree to indemnify and hold harmless each of Appcast, its parents, subsidiaries, affiliates, and all of their respective officers, directors, employees and agents, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from or related to the following, regardless of whether such actions or omissions occurred prior to or after the effective date of these Standard Terms: (i) your breach of any obligation hereunder, including a breach of any Applicable Law, (ii) your use of or access to the Appcast Content or any Appcast Site, or (iii) or your negligence or willful misconduct.

Relationship Of The Parties

You are an independent contractor of Appcast, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and Appcast for any purpose, and Appcast shall not control the manner or means by which you or your employees or subcontractors perform the Services, including the time and place you perform the Services. You have no authority (and shall not hold yourself out as having authority) to bind Appcast and you shall not make any agreements or representations on Appcast’s behalf.

Governing Law

These Standard Terms will be governed by and construed in accordance with the laws of the State of New Hampshire, without giving effect to its conflicts of law provisions. You consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in New Hampshire. A printed version of these Standard Terms will be admissible in judicial and administrative proceedings based upon or relating to these Standard Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Disputes

You are solely responsible for your interactions with other users of the Publisher Site. You may not take any legal action against Appcast without first (a) sending us, via registered mail or national overnight courier service, a detailed written description of the facts and law out of which your claim arises; and (b) negotiating with us, in good faith, for not less 30 days, toward resolution of the dispute. Any such notice of a dispute must be sent to Appcast at 10 Water Street, Lebanon, NH 03766, and must be received by us within 90 days of a scenario that first gives rise to a dispute.

Miscellaneous

In all cases, you shall fully be responsible and liable for the acts and omissions of any subcontractor (including its employees) to the same extent as if such acts or omissions were by you or your employees and shall be responsible for all fees and expenses payable to any subcontractor. A breach of these Standard Terms by any subcontractor shall be deemed a breach by you.

In the event that any provision of these Standard Terms conflicts with applicable law, rule, regulation or order or if any provision is held invalid by a court with competent jurisdiction, then such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties, and the remainder of these Standard Terms will remain in full force and effect. Any failure by Appcast to insist upon or enforce strict performance of any provision of these Standard Terms or to exercise any right under these Standard Terms will not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect.

These Standard Terms constitute the entire understanding between the parties as to your use of Appcast Content and the respective parties’ obligations relating thereto, and supersede all prior agreements and understandings as well as any other terms that Appcast has not expressly agreed to in writing. You may not assign any of your rights hereunder without Appcast’s prior written consent and any such attempt is void. Appcast may freely assign or delegate its rights and obligations hereunder without notice to you. You consent to receive communications from us electronically. We may communicate with you by email. You agree that any notices, disclosures, amendments or other communications provided to you electronically satisfy any requirement, legal or otherwise, that such communication be in writing; provided however, any emails that you send to Appcast (other than as contemplated in the “Termination” section above) shall not constitute communication in writing unless we expressly agree otherwise in writing.

Appcast™ Publisher Standard Terms & Conditions

(Effective – March 1st, 2023)

These Standard Terms & Conditions (the “Standard Terms”) apply to any party who (i) publishes, accesses, or otherwise uses any information or content that Appcast, Inc. (“we”, “us”, “our”, and “Appcast”) makes available to you (“Appcast Content”), including (a) any job search results, pay-per-click advertisements, links, insertion code, other elements that Appcast provides to you for use on your website (the “Publisher Site”) or other Publisher property (“Appcast Elements”), and (b) any information that Appcast makes available to you via any website owned by Appcast (an “Appcast Site”, and such information “Appcast Site Information”); or (ii) otherwise assents to these Standard Terms. The Standard Terms govern your use of and access to (i) the Appcast Content and (ii) any Appcast Site. All such persons subject to these terms are referred to herein as “you”, “your”, or “Publisher”. By accessing or using any Appcast Content or any Appcast Site, you accept these Standard Terms in their entirety and without modification. These Standard Terms constitute a binding agreement between you and Appcast.

These Standard Terms incorporate by reference any other Appcast terms (found here) that may apply to your use of and access to any Appcast Content or Appcast Site (“Other Appcast Terms”). In the event of any conflict between these Standard Terms and Other Appcast Terms, these Standard Terms will govern.

We may amend these Standard Terms at any time. By continuing to access or use any Appcast Content or Appcast Site following such amendment, you agree to such amended Standard Terms.

Services

Subject to these Standard Terms, you will provide Appcast access to your website (the “Publisher Site”) and will permit Appcast to upload Appcast Elements to the Publisher Site. The foregoing services and any publishing by you of any Appcast Elements are collectively referred to herein as the “Services”.

In accordance with the foregoing, Appcast grants you permission to publish the Appcast Elements subject to these Standard Terms. Any Appcast Elements may only appear on the Publisher Site or other Publisher property at URLs that Appcast has reviewed and accepted for participation (“Approved URLs”). You will use the Appcast Elements solely to provide the Services and in accordance with these Standard Terms. You will use any Appcast Site Information solely in connection with providing the Services and in accordance with these Standard Terms.

Fees And Payment

Notwithstanding any other terms and conditions set forth on any Publisher Site, Appcast will pay to you a fee designated by Appcast from time to time for each Appcast Driven Application submitted to a customer of Appcast. An “Appcast Driven Application” means a completed job application generated and submitted to an Appcast customer by an applicant after the applicant clicked on a Qualifying Link. A “Qualifying Link” means a link displayed at an Approved URL directing a user to a job using an Appcast Element. Appcast will calculate any and all fees based on data collected via the Appcast system, which you agree will be the sole system of record for determining the number of Appcast Driven Applications and corresponding fees. Notwithstanding the foregoing, (i) Appcast shall not owe any fees for any artificial or fraudulent applications as determined by Appcast, and you will refund Appcast for any payment submitted for any such artificial or fraudulent applications; and (ii) all fees shall be determined by Appcast in its sole discretion. We will pay all fees on a monthly basis. ALTHOUGH WE MAY PROVIDE YOU WITH AN ESTIMATE OF FEES BASED ON A COST-PER-CLICK BASIS, YOU ACKNOWLEDGE AND AGREE THAT IT IS AN ESTIMATE ONLY AND THAT THE ACTUAL FEES PAID TO YOU WILL BE BASED ON THE NUMBER OF APPCAST DRIVEN APPLICATIONS, NOT THE NUMBER OF JOB ADVERTISEMENT CLICKS (UNLESS YOU AND APPCAST OTHERWISE EXPRESSLY AGREE IN WRITING TO PAYMENT ON A COST-PER-CLICK BASIS). In the event that a user submits an application for an expired job, Appcast will have no payment obligation to you.

Proprietary Rights

As between you and Appcast, the Appcast Content and any Appcast Site are the property of Appcast and are protected by copyright, trademark and other laws and may not be used except as permitted in these Standard Terms or with the prior written permission of the owner of such material. You may not modify the Appcast Content in any way or reproduce or publicly display, perform, distribute or otherwise use any such Appcast Content for any public or commercial purpose. Any unauthorized use of Appcast Content may violate copyright laws, trademark laws, laws of privacy and publicity, or other laws, rules and regulations. All rights to Appcast Content not expressly granted herein are reserved by and to the respective owners of such Appcast Content.

Your Responsibilities; Prohibited Conduct

You will provide the Services in a professional and workmanlike manner in accordance with industry standards and best practices.

You will comply with all applicable laws, rules, and regulations (“Applicable Laws”), including those expressly listed in the “Privacy” section below. You will promptly notify us in the event you receive any complaint that you have violated any Applicable Law. Any employee or personnel providing the Services shall be trained to comply with all Applicable Law and these Standard Terms.

You will not obtain any information on an applicant utilizing voice communication systems and no information contained in an Appcast Driven Application shall be obtained or input by you, your employees, affiliates, contractors or others acting on your behalf.

You will not (i) access any data on any Appcast Site that is not intended for you; (ii) invade the privacy of, obtain the identity of, or obtain or access personally identifying information, passwords, account information, or other information about others in connection with your use of an Appcast Site; (iii) obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through an Appcast Site; (iv) use any data mining, robots, or similar data gathering and extraction tools in connection with an Appcast Site; (v) register for more than one user account or register for a user account on behalf of an individual other than yourself; (vi) use or attempt to use another’s account, service, or system without our authorization, or create a false identity on an Appcast Site; (vii) impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity; or (viii) transmit, distribute, introduce, or otherwise make available in any manner through any Appcast Site any computer virus, keyloggers, spyware, worms, Trojan horses, timebombs, or other malicious or harmful programming (collectively, “Viruses”). We do not have an obligation to detect the presence of such Viruses. Your access to any Appcast Site is at your sole risk.

You will not send Appcast any traffic/clicks that originate from text messages sent to cellular or mobile telephones or from robocalls or robofaxes.

You will not bid on any employer trademarks, including any variations or misspellings of such terms, for search-based or content-based campaigns on any network, search engine, or social media site including but not limited to Google, MSN, Bing, Yahoo, or Facebook.

If you receive a job ad from Appcast for a designated employer, as communicated to you by Appcast via email, and receive the same job ad from another entity, you agree that you will only publish the version of that job ad provided to you by Appcast. If requested via email by Appcast, you will not send any employer job ads you receive from Appcast to sites that are not owned and operated by you.

Upon request from Appcast and to the extent technically possible, you will supply to Appcast sub-identifiers on each click.

From time to time, Appcast may provide you with a “do not distribute” list of publisher entities and/or website domains to which job advertisements Appcast has provided to you are prohibited from being distributed. You will abide by this list.

Privacy

You will maintain and comply with privacy policies and practices (i) that comply with all Applicable Laws, (ii) ensure your compliance with Applicable Law, and (iii) conform to industry best practices. Without limiting the foregoing, you are responsible for providing job applicants with notice of such privacy policies and practices in accordance with industry best practices and all Applicable Laws.

Without limiting your obligation to comply with all Applicable Laws, (i) you will comply with all privacy laws, rules, and regulations including but not limited to the Telephone Consumer Protection Act (“TCPA”) codified at 47 U.S.C. § 227 and the California Consumer Privacy Act (“CCPA”), including all rules and regulations promulgated thereunder and amendments thereto, (ii) you will maintain and regularly update in accordance with all Applicable Law records of telephone numbers listed on any state or federal “do-not-call” list in order to prevent soliciting or otherwise contacting any such person listed thereon, and (iii) you will not contact any person listed on a state or federal “do-not-call” list.

Appcast enables a third-party pixel on select job ads to collect information for interest-based advertising and aggregated demographic analysis.

Confidentiality

Publisher shall not disclose Appcast Confidential Information without Appcast’s prior written consent. “Appcast Confidential Information” includes without limitation: (a) all Appcast software, technology, programming, specifications, materials, guidelines and documentation relating to its use of Publishers and Appcast Content; (b) click-through rates or other performance statistics relating to its use of Publishers; and (c) any other information that a reasonable person would understand to be confidential or is designated in writing by Appcast as “Confidential” or an equivalent designation.

Publicity

Appcast may issue a press release announcing the relationship contemplated by this Agreement and will be entitled to refer publicly to you as an Appcast publisher in connection with advertising, marketing, publicity and other promotional activities. You grant to Appcast non-exclusive license to use your name, trademarks, trade names and logos in connection with such promotional activities.

Termination

Either party may terminate these Standard Terms at any time for any reason upon written notice to the other party. Any such notice sent to Appcast shall be sent to: publisher@appcast.io. Upon any termination, you will immediately (i) delete and discontinue all use of Appcast Content and (ii) return any and all Appcast Confidential Information to Appcast. In the event of any termination, we will pay you the fees then validly due and payable for any Appcast Driven Applications generated and submitted prior to such termination.

Disclaimer

THE APPCAST CONTENT AND ANY APPCAST SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. APPCAST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. APPCAST DOES NOT MAKE ANY WARRANTY THAT (i) THE APPCAST CONTENT OR ANY APPCAST SITE WILL MEET PUBLISHER’S REQUIREMENTS; (ii) ACCESS TO ANY APPCAST SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPCAST CONTENT OR ANY APPCAST SITE WILL BE ACCURATE OR RELIABLE; OR (iv) ANY ERRORS IN THE APPCAST CONTENT OR ANY APPCAST SITE WILL BE CORRECTED.

Limitation Of Liability

IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR SIMILAR DAMAGES (OR DAMAGES FROM LOST PROFITS, INTERRUPTION OF BUSINESS, LOST DATA), WHETHER FORSEEABLE OR NOT, WHICH MAY ARISE OUT OF OUR ACCESS TO OR USE OF THE PUBLISHER SITE, THE SERVICES, THE APPCAST CONTENT, OR ANY APPCAST SITE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OUR SOLE LIABILITY FOR ANY REASON TO YOU, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE AMOUNT PAID TO YOU FOR THE SERVICES DURING THE THREE-MONTH PERIOD PRIOR TO ANY CLAIM.

Indemnification

To the extent not prohibited by Applicable Law, you agree to indemnify and hold harmless each of Appcast, its parents, subsidiaries, affiliates, and all of their respective officers, directors, employees and agents, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from or related to the following, regardless of whether such actions or omissions occurred prior to or after the effective date of these Standard Terms: (i) your breach of any obligation hereunder, including a breach of any Applicable Law, (ii) your use of or access to the Appcast Content or any Appcast Site, or (iii) or your negligence or willful misconduct.

Relationship Of The Parties

You are an independent contractor of Appcast, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between you and Appcast for any purpose, and Appcast shall not control the manner or means by which you or your employees or subcontractors perform the Services, including the time and place you perform the Services. You have no authority (and shall not hold yourself out as having authority) to bind Appcast and you shall not make any agreements or representations on Appcast’s behalf.

Governing Law

These Standard Terms will be governed by and construed in accordance with the laws of the State of New Hampshire, without giving effect to its conflicts of law provisions. You consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in New Hampshire. A printed version of these Standard Terms will be admissible in judicial and administrative proceedings based upon or relating to these Standard Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Disputes

You are solely responsible for your interactions with other users of the Publisher Site. You may not take any legal action against Appcast without first (a) sending us, via registered mail or national overnight courier service, a detailed written description of the facts and law out of which your claim arises; and (b) negotiating with us, in good faith, for not less 30 days, toward resolution of the dispute. Any such notice of a dispute must be sent to Appcast at 10 Water Street, Lebanon, NH 03766, and must be received by us within 90 days of a scenario that first gives rise to a dispute.

Miscellaneous

In all cases, you shall fully be responsible and liable for the acts and omissions of any subcontractor (including its employees) to the same extent as if such acts or omissions were by you or your employees and shall be responsible for all fees and expenses payable to any subcontractor. A breach of these Standard Terms by any subcontractor shall be deemed a breach by you.

In the event that any provision of these Standard Terms conflicts with applicable law, rule, regulation or order or if any provision is held invalid by a court with competent jurisdiction, then such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties, and the remainder of these Standard Terms will remain in full force and effect. Any failure by Appcast to insist upon or enforce strict performance of any provision of these Standard Terms or to exercise any right under these Standard Terms will not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect.

These Standard Terms constitute the entire understanding between the parties as to your use of Appcast Content and the respective parties’ obligations relating thereto, and supersede all prior agreements and understandings as well as any other terms that Appcast has not expressly agreed to in writing. You may not assign any of your rights hereunder without Appcast’s prior written consent and any such attempt is void. Appcast may freely assign or delegate its rights and obligations hereunder without notice to you. You consent to receive communications from us electronically. We may communicate with you by email. You agree that any notices, disclosures, amendments, or other communications provided to you electronically satisfy any requirement, legal or otherwise, that such communication be in writing; provided however, any emails that you send to Appcast (other than as contemplated in the “Termination” section above) shall not constitute communication in writing unless we expressly agree otherwise in writing.

Claims of Infringement

If you believe in good faith that your copyrighted material is being infringed on or through our services, you or your agent may send a notice to us at copyright@appcast.io. Your notice should include the following: 

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site).
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Appcast to locate the material.
  • Information reasonably sufficient to permit Appcast to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

You may also contact us via mail at:

Appcast, Inc.

Legal Affairs

10 Water St.

Lebanon, NH 03766

Job Seeker Terms

Last Updated: January 18, 2023

Introduction.

Appcast, Inc. (“we”, “us”, “our” or “Appcast”) offers a service to facilitate the job application process between job applicants (“you”, “your” or “users”) and employers (the “Service”). Any resume or application information that you submit through the Service, including personal data included in a resume, application, or responses to screening questions, is subject to the terms and conditions contained in these Terms of Use (“Terms”) and will be processed in accordance with Appcast’s Privacy Policy.These Terms are legally binding and your use of the Service serves as your acceptance of the Terms. If you do not agree with any of the Terms, do not use the Service.

We may amend the Terms by posting the amended versions on our website.  You agree that the foregoing will constitute sufficient and effective notice.  By continuing to use the Service more than 30 days after we post an amended version, you confirm your acceptance of the Terms as amended. If you do not agree with any of the changes, you must immediately stop using the Service.

By using the Service, and providing information, whether in the form of a job application, resume, or otherwise, you agree that Appcast does not have control over an employer’s use or disclosure of that information and that we are not responsible or liable for the manner in which an  employer uses the information you provide via the Service. When you apply for a job via the Service, Appcast does not guarantee the transmission of your information or that any employer will receive, review, or respond to any such resume or other application materials. Further, you agree that Appcast is not responsible for the content of the employer’s job application, job advertisement, messages, or screening questions and we do not control or participate in the employer’s hiring decisions.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE DISPUTES WITH APPCAST ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, AND NOT BY A JURY TRIAL. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION AND JURY TRIAL WAIVER.

BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST APPCAST ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS SECTION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION AGAINST APPCAST, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION BROUGHT AGAINST APPCAST BY SOMEONE ELSE.

Most disputes that arise out of the use of the Service can be resolved quickly, informally, and with mutual satisfaction by reaching out to us at contact@appcast.io.

If any dispute remains unresolved after that process, however, you and Appcast agree to have all disputes resolved by arbitration, which shall be final and binding on both parties, except disputes (i) that may be brought in an individual action in small claims court, (ii) that relate to the ownership or enforcement of intellectual property rights, or (iii) that relate to the processing of your personal data, and are subject to privacy and data protection laws, which shall be governed by the terms in our Privacy Policy. In addition, you and Appcast each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. In any such case, your waiver of the right to a jury trial and the class action waiver set forth in this Agreement shall continue to apply.

“Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and Appcast concerning the Service or Terms, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and Appcast empower the Arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of the Terms are void or voidable.

CLASS ACTION AND JURY TRIAL WAIVERS. BY ENTERING INTO THE TERMS, YOU AND APPCAST EACH EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. ADDITIONALLY, YOU AND APPCAST AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY AND THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED IN ANY PURPORTED CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS, OR ANY OTHER PERSONS. As such, you and Appcast acknowledge and agree that each waives any right to participation as a plaintiff or a class member in a class action litigation or arbitration, or in any other collective or consolidated action, with respect to these terms. Neither you nor Appcast may be a representative of any other potential claimants or class of potential claimants in any such dispute, nor may two or more users’ disputes be consolidated or otherwise determined in one proceeding. This will also preclude you and Appcast from participating in or recovering relief under any current or future class, joint, collective, representative, or consolidated action brought by someone else.

 A.  Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (“AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of New Hampshire.

B.  Initiating Arbitration. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration – Consumer Arbitration Rules at adr.orgor by calling the AAA at 1-800-778-7879.) The Arbitrator will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the proposed list of arbitrators by the AAA, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

C.  Location and Procedures. If the claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Appcast submit to the Arbitrator, unless you request a hearing and the Arbitrator determines that a hearing is necessary. If the claim exceeds $10,000, arbitration may be conducted in person, through the submission of documents, by phone, or online, and your right to a hearing will be determined by the AAA Rules. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Grafton County, New Hampshire or in another jurisdiction to which you and Appcast agree in writing. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

D.  Arbitrator’s Decision. The Arbitrator will render a written award within the time frame specified in the AAA Rules and shall provide a written decision with a statement of reasons if requested by either party. The Arbitrator may award declaratory or injunctive relief, but only in favor of the individual claimant, but only to the extent necessary to provide relief warranted by the claimant’s individual claim. The Arbitrator shall not have authority to entertain any claim on behalf of a person who is not a named party, nor shall the Arbitrator have authority to make any award for the benefit of, or against, any person who is not a named party. The Arbitrator’s decision shall be final and binding on all parties. The Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.

You and Appcast agree to submit to the exclusive jurisdiction of the federal or state courts located in Grafton County, New Hampshire in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

E.  Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Appcast will reimburse those fees for claims totaling less than $10,000 unless the Arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). Likewise, Appcast will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). The right to recover attorneys’ fees and expenses set forth in the Terms supplements any right to attorneys’ fees and expenses you may have under applicable law. You may not, however, recover duplicative awards of attorneys’ fees or costs.

F.  Severability. If any part of this Arbitration Agreement, other than the class action waiver, is deemed or found to be unenforceable for any reason, the remainder shall be enforceable. The class action waiver is non-severable and if it is deemed or found to be unenforceable for any reason, the whole Arbitration Agreement shall be null and void.

G.  Disputes with an Employer. You are solely responsible for your interactions with an employer. Appcast reserves the right, but has no obligation, to become involved in any way with disputes between you and an employer.

2. Privacy

We are committed to transparency about Appcast’s privacy practices.  You can find the Privacy Policy applicable to the Service and Appcast website, which is incorporated into the Terms by reference, here.

3. Acceptable Use

You may use the Service only for lawful purposes and in accordance with these Terms, and you agree not to use the Service or website:

  • in any way that violates any applicable federal, state, local or international law or regulation);
  • to knowingly send or upload false, inaccurate, misleading, libelous, defamatory, obscene, threatening, invasive, abusive, illegal, or otherwise objectionable communications;
  • to impersonate or attempt to impersonate any person or entity (including without limitation by using such person’s or entity’s identifiable information);
  • for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;
  • to transmit, or procure the sending of, any advertising or promotional material, including any “junk email,” “chain letter,” “spam,” or any other similar solicitation;
  • to violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights; or
  • to engage in any other conduct that restricts or inhibits anyone’s use of the Service, or which, as determined by us, may harm Appcast or users of the Service or expose them to liability.

Additionally, you agree not to:

  • use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service;
  • introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
  • attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service;
  • otherwise attempt to interfere with the proper working of the Service.


4. Ownership

The Service and all rights, title and interest therein are and shall remain the property of Appcast or its licensors. This may include without limitation all software, text, displays, images, titles, art, concepts, content, methods of operation and, documentation. Neither these Terms nor your use of the Service convey or grant to you any rights in or related to the Service, or any right to use or reference Appcast or its licensors’ names, representations and likenesses, trademarks, logos and designs, or product and service marks (collectively, “Protected Material”).  Protected Material displayed in the Service is the property of Appcast or its licensors.  You may not remove, copy or alter any Protected Material.  Except as otherwise required by applicable law, any use, reproduction, distribution, modification, retransmission or publication of any Protected Material is strictly prohibited without the express written consent of the owner of the Protected Material.  All rights not expressly granted herein are reserved by Appcast. 

5. Reliance on Information Posted

Appcast does not warrant the accuracy, completeness, legality, reliability, or availability of any job listing or other information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you.

6. Links from the Website

If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked from this Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

7. Geographic

Appcast is based in the State of New Hampshire in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

8. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT THE SERVICE OR OUR WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. APPCAST WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, OR DATA DUE TO YOUR USE OF THE SERVICE OR OUR WEBSITE , OR ON ANY WEBSITE LINKED TO IT.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR YOUR USE, WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.  APPCAST DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING, THAT THE SERVICE WILL BE OF A CERTAIN QUALITY OR SUITABILITY, OR WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

APPCAST WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER SIMILAR DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT APPCAST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY (AND APPCAST’S EXCLUSIVE LIABILITY) FOR ANY DISPUTE WITH APPCAST IS TO STOP USING THE SERVICE.

TO THE EXTENT THAT APPCAST MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY OR LIMIT ITS LIABILITY AS SET FORTH HEREIN, THE SCOPE OF SUCH WARRANTY AND THE EXTENT OF APPCAST’S LIABILITY WILL BE THE MINIMUM REQUIRED UNDER SUCH APPLICABLE LAW. 

9. Indemnification

You agree to indemnify, defend, save, and hold Appcast, its affiliated companies, officers, directors, contractors, employees, agents, licensors, and partners (collectively, “Appcast Entity”) harmless from and against any and all claims, losses, damages, and liabilities, including legal fees and expenses, arising out of or relating to: (i) your use of the Service; or (ii) any breach or violation of these terms.  You are solely responsible for defending any claim against a Appcast Entity, subject to such Appcast Entity’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all claims against a Appcast Entity, provided that you will not agree to any settlement that imposes any obligation or liability on a Appcast Entity without its prior express written consent.  If we assume the defense of any claim, you agree to cooperate with our defense of such claims.

10. Miscellaneous 

A.  Severability. You and Appcast agree that if any portion of these Terms is found unlawful or unenforceable, in whole or in part, that provision will be ineffective only to the extent of such finding and as to such jurisdiction, without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of these Terms, which will be enforced to the fullest extent of applicable law.

B.  Choice of Law; Venue. You and Appcast agree that these Terms and any dispute of any nature that might arise between you and Appcast will be governed by and construed in accordance with the laws of the state of New Hampshire, without giving effect to its conflict or choice of laws principles. You and Appcast agree that any action at law or in equity that is not subject to the arbitration clause in Section 2 above shall be filed, and that venue properly lies, only in the state or federal courts located in Grafton County, New Hampshire, United States of America, and you and Appcast expressly consent and submit to the exclusive and personal jurisdiction of such courts for the purposes of litigating such action.

C.  Entire Agreement. These Terms, including any additional policies referenced in the Terms, are the entire agreement between you and Appcast.  They supersede all prior and/or contemporaneous understandings, regardless of the medium (oral, written, or electronic) and practice (custom, policy, course of business, precedent) by which such understandings were communicated.

D.  No Waiver. Our failure to enforce any right or provision in these Terms shall not constitute a waiver or relinquishment of such right or provision unless acknowledged and agreed to by us in writing.

E.  Notices to Appcast. All notices given by you or required from you under these Terms must be in writing and addressed to us at the address set forth below in the Contact Information section, below. Any notices that you provide without compliance with this subsection will have no legal effect.

F.  Contact Information. If you have questions, complaints, or claims with respect to the Terms, please direct such communications to:

Email address: contact@appcast.io
Postal address: 10 Water Street, Lebanon, NH 03766
Phone number: 1 (800) 570-5430

Anti-Slavery Policy

Last Updated: Dec 15, 2022

This policy is applicable to all Appcast, Inc. (the “Company”) employees, contractors and associated workers.

The Company reserves the right to modify this policy from time to time at its discretion and in line with UK legislation.

Modern slavery is a crime and a violation of fundamental human rights. It takes various forms, such as slavery, servitude, forced and compulsory labor and human trafficking, all of which involve the deprivation of a person’s liberty by another to exploit them for personal or commercial gain.

We have a zero-tolerance approach to modern slavery and we are committed to acting ethically and with integrity in all our business dealings and relationships and to implementing and enforcing effective systems and controls to ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains.

We are committed to ensuring there is transparency in our own business and in our approach to tackling modern slavery throughout our supply chains, consistent with our disclosure obligations under the Modern Slavery Act 2015.

We expect the same high standards from all of our contractors, suppliers and other business partners and we expect that our suppliers will hold their own suppliers to the same high standards.

We are a company that expects everyone working with us or on our behalf follows the below measures to safeguard against modern slavery:
You must ensure that you read, understand, and comply with this policy.

The prevention, detection and reporting of modern slavery in any part of our business or supply chains is the responsibility of all those working for us or under our control. You are required to avoid any activity that might lead to, or suggest, a breach of this policy.

You must notify your manager as soon as possible if you believe or suspect that a breach of this policy has occurred or may occur in the future.

If you are unsure about whether a particular act, the treatment of workers more generally, or their working conditions within any tier of our supply chains constitutes any of the various forms of modern slavery, raise it with your manager.

We aim to encourage openness and will support anyone who raises genuine concerns in good faith under this policy, even if it turns out to be mistaken. We are committed to ensuring no one suffers any detrimental treatment as a result of reporting in good faith.

Consistent with our risk-based approach we may require:
Employment and recruitment agencies and other third parties supplying workers to our organization to confirm their compliance with our Anti-Slavery & Human Trafficking Code.

Suppliers engaging workers through a third party to obtain that third party’s agreement to adhere to the Anti-Slavery & Human Trafficking Code.

As part of our ongoing risk assessment and due diligence processes, we will consider whether circumstances warrant us carrying out audits of suppliers for their compliance with our Anti-Slavery & Human Trafficking Code.

If we find that other individuals or organizations working on our behalf have breached this policy, we will ensure that we take appropriate action. This may range from considering the possibility of breaches being remediated and whether that might represent the best outcome for those individuals impacted by the breach to terminating such relationships.

Training on this policy, and on the risk our business faces from modern slavery in its supply chains, will be provided as necessary.

Our zero-tolerance approach to modern slavery in our business and supply chains must be communicated to all suppliers, contractors, and business partners at the outset of our business relationship with them and reinforced as appropriate thereafter.

Any employee who breaches this policy will face disciplinary action, which could result in dismissal for misconduct. Any criminal conduct may be reported to the police.

We may terminate our relationship with other individuals and organizations working on our behalf if they breach this policy.