Recruiter Relations: 0800 158 4441
RecruitLadder License Agreement - Last Updated 15 July 2009
Welcome to RecruitLadder, the service for corporate and executive recruiters to post jobs online located at http://recruit.theladders.co.uk ("RecruitLadder"). TheLadders.co.uk (the "Website") is a web site operated by TheLadders.co.uk Limited ("TheLadders" or "we" or "us" or other similar pronouns). We are a limited company registered in England and Wales under company number 06244717 with registered office at Second Floor, Maya House 134-138 Borough High Street, London SE1 1LB.
RecruitLadder enables employers and professional recruiters to post jobs and search for, identify and reach out to job seekers ("Member Candidates") in the employment market for positions having an annual salary of £50,000 or more (the "RecruitLadder Service").
Certain Definitions
The words "You," "User" or "Customer" as used herein refer to all individuals and/or entities accessing or using RecruitLadder for any reason. The term "Your Content" as used herein shall mean any information that You submit, publish or display on RecruitLadder or on any other subdomain of TheLadders.co.uk. TheLadders.co.uk, Recruit.TheLadders.co.uk and all other such subdomains of TheLadders.co.uk are collectively and individually referred to herein as the "Website".
Agreement
This RecruitLadder Agreement (the ‘Agreement") including any exhibits, schedules or attachments, is between You, Your company or organization and TheLadders. The Agreement contains terms and conditions applicable to the products and services (collectively the ‘Services") provided by TheLadders to Customer. Please read the following terms and conditions (the "Terms") of the Agreement") carefully. These Terms along with TheLadders' Terms of Use, the Acceptable Use Policy ("AUP") set forth therein, and any license or job posting terms, including those set forth in your Offer and Receipt from TheLadders and/or Your E-Commerce Order or Receipt (each referred to herein as the "Order"), are hereby incorporated into and made a part of this Agreement between You and TheLadders. By accessing and using RecruitLadder, You agree to be bound by the Agreement, including these Terms, TheLadders Terms of Use and the terms of your Order. The license granted herein is conditioned on your acceptance without modification of the Agreement. If You do not agree to any of the terms and conditions of this Agreement, You should immediately cease all access to and usage of RecruitLadder. Additionally, by entering your username and password, and clicking "Sign On," or by clicking on an "Agree and Continue" or similar button when registering for or accepting any services on the Website or provided by TheLadders, you are acknowledging that you have read, understand and agree to be bound by the Agreement, and that such actions constitute your agreement thereto and acceptance thereof. You are responsible for ensuring that all Users licensed under this Agreement are aware of and abide by the terms and conditions contained herein.
Other Terms
Unless expressly agreed to the contrary, if any provision of these Terms directly conflicts with the Subscription Order and/or E-Commerce Order or Receipt, Website Terms of Use or any other document attached to or incorporated by reference to the Agreement, the order of priority for the purpose of construction is:
- These Terms;
- Your Order;
- TheLadders' Terms of Use; and
- Any other document attached to or incorporated by reference to the Agreement.
(a) Job Postings. If set forth in your Order, You are permitted to post jobs with either i) a specific location set forth in the Order or ii) to any location, onto the Website at a quantity and pursuant to any terms set forth in your Order and this Agreement. Unless otherwise indicated in your Order, You have one year from the date of purchase to post your job and all posted jobs will remain on the Website for eight (8) weeks or until sooner removed by You, or by TheLadders for good cause in accordance with Section 6 below. In the event of such early removal, there shall be no credit issued for unused time. All jobs posted on the Website must be for a total annual compensation of £50,000 or more. TheLadders will not accept any multi-level marketing, franchise, or commission-only job listings. If there is a range for total compensation, the median must be at least £50,000 or more. For commissioned sales positions, the base salary range must have a median of £40k, and the low end of the range can be no lower than £35k. In all cases, the in-target earnings must equal or exceed £50k+.must equal or exceed £50,000 or more total compensation. TheLadders will not accept any contract jobs that last less than one year. All jobs are subject to approval by TheLadders.
(b) Search License(s)
(i) If set forth on Your Order and subject to the terms and conditions of the Agreement, TheLadders grants to You and such other number of Users as set forth on your Order, a limited, non-exclusive, non-transferable, non-sub-licensable, worldwide right (the "License") to access and use the RecruitLadder Resume Database (the "Database") which includes and provides You with access to search the Database for qualified candidates. The License granted herein shall last for the subscription period set forth on your Order. Unless otherwise set forth in your Order, You may view an unlimited number of resumes but You are only permitted to download 300 resumes per day or such other limit amount set by TheLadders at its sole discretion. TheLadders shall approve all User profiles submitted for a License. Licenses shall be of a duration as set forth in the Order which duration will begin on the date of submission and payment or as otherwise set forth in the Order (the "Start Date"). Search features are subject to modification at any time by TheLaddders. (ii) If set forth in Your Order, you may have access to certain enhanced features provided by RecruitLadder Enterprise. Such enhanced features may include a company profile page, usage reports, multi-user account management, and batch feeds. Any such enhanced features are subject to the terms and conditions of the Agreement. (iii) Only one individual may access RecruitLadder and the Services at the same time using the same email or password, unless TheLadders agrees otherwise. You agree to pay TheLadders a License fee for each User in an amount and under the terms set forth on the Order. If You wish to add additional named Users subsequent to the Effective Date (defined herein) of this Agreement, the parties will mutually agree in writing on an additional License fee for such additional Users. If it is determined that additional Users other than those named in the Order are accessing the Database, then TheLadders at its sole discretion may bill You at the then prevailing price for such additional Users; or may consider such unauthorized use a breach of this Agreement and may take action as set forth in Section 6. (iii) You agree to use the License granted to You herein only for the purpose of seeking qualified candidates for available jobs openings. Acceptable communication with Member Candidates is restricted to contacting them about currently available jobs that You are attempting to fill. The Website may not be used to mine information from Member Candidates or collect their resumes for unspecified potential future positions. You may not send any communication to Member Candidates seeking to solicit any professional services (i.e., executive coaching), nor post any jobs on the Website for any competitor of TheLadders or post jobs or other content that contains links to any site competitive with TheLadders. You are prohibited from using the Resume Database to contact Member Candidates with regard to any home-based business opportunities, fee-based business opportunities or franchise opportunities.Payment
Unless otherwise set forth in the Order, all amounts payable by Customer for the Services ("Fees") are due either immediately in full by credit card or within fourteen (14) days after delivery of TheLadders' invoice without deduction or setoff. All fees are subject to VAT at the prevailing rate. In the event of non-payment of any past due invoice, all outstanding invoices for the full amount of the Agreement, including any unbilled invoices shall become immediately due and payable, and Customer shall be considered in default. TheLadders may also, at its discretion, assess a finance charge of 1% per month or the maximum rate permitted by law, whichever is less, and any collection charges it incurs on any unpaid Fees. Futhermore, failure to pay Fees when due may result in the discontinuance of the Customer's Services by TheLadders and Customer may be charged a fee for reactivation. If Customer requests credit, then Customer authorizes TheLadders to obtain information regarding Customer from trade and bank references, external credit reporting sources, consumer credit agencies and other credit sources as may be reasonably necessary.
Termination
Unless otherwise set forth in the Order, the term of this Agreement will begin on the date the Order is submitted to TheLadders (the "Effective Date") and will end upon the expiration of the latest duration set forth in the Order. The Services will only be renewed upon mutual agreement of the parties. If You breach any provision of this Agreement, including without limitation, the Terms of Use, the AUP and the Privacy Policy, or if You use the Service in any way that TheLadders deems improper, including (without limitation) by selling a product or service; offering consulting opportunities; spamming the Database; soliciting referrals; posting unqualified opportunities; soliciting candidates to join job board which compete with TheLadders, TheLadders, without prejudice to any other remedies available under any applicable law, may terminate, without liability, this Agreement, your RecruitLadder Service account membership and your access to the Database and/or immediately remove any job postings posted by You on the Website.
Unauthorized Use
Unauthorized use of the Website and TheLadders' systems including but not limited to unauthorized entry into any of TheLadders systems, misuse of passwords or of any information posted to the Website, and any other use not in accordance with TheLadders' AUP is strictly prohibited.
Disclaimer of Warranties.
All of the information and materials contained on the Website, including text, graphics, information, links or other items are provided on an "as is" and "as available" basis, without warranty of any kind, express or implied, including without limitation, any warranty for information, data, data processing services, uptime or uninterrupted access. To the fullest extent permitted by applicable law, TheLadders makes no representations or warranties of any kind, express or implied, regarding the use or the results of the Website or any of the services or information provided therein, including without limitation, the recruitladder service, in terms of its availability, accuracy, adequacy, correctness, precision, timeliness, completeness, thoroughness, reliability or otherwise.
TheLadders expressly disclaims liability for errors or omissions in the information and materials contained therein, AND ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY (OR COMPUTER OR OTHER PROPERTY OF ANY THIRD PARTY) ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR UPLOADING OR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO ONTO OR FROM THE WEBSITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE WEBSITE.
No warranty REPRESENTATION OR CONDITION of any kind, whether implied, expressed or statutory, including but not limited to the warranties REPRESENTATIONS OR CONDITIONS of non-infringement of third party rights, title, noninfringement, merchantability, fitness for a particular purpose and freedom from defect, computer virus or other error, is given in conjunction with any of the information, materials or services provided by TheLadders. We make no warranty that the Website or the services thereon will meet users' requirements.
Limitation Of Liability.
The Website acts as a venue for employers/recruiters to post jobs, search for and connect with Member Candidates, and for Member Candidates to post resumes, search for jobs and connect with employers and recruiters. TheLadders is not involved in the actual transaction between employers/recruiters and Member Candidates. As a result TheLadders has no control over User Content, quality, safety, or legality of jobs or resumes posted and makes no representations about any jobs, resumes or User Content. TheLadders shall not be responsible for any employment decisions, for whatever reason, made by any entity posting jobs or seeking jobs on or through the Website. You acknowledge and agree that you are solely responsible for the accuracy, form and substance of any of Your Content that is posted on the Website.
Nothing in this Agreement shall exclude or in any way limit TheLadders' liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law. Subject to the foregoing, in no event shall TheLadders, its directors, officers, employees, agents, suppliers, licensors or any third parties appearing on the Website be liable for any:
- loss of income;
- loss of business profits or contracts;
- business interruption;
- loss of the use of money or anticipated savings;
- loss of information;
- loss of opportunity, goodwill or reputation;
- loss of, damage to or corruption of data; or
- any indirect or consequential loss or damage of any kind
You agree to defend, indemnify and hold harmless TheLadders, its parents, subsidiaries, affiliates, and their respective officers, employees and agents from any claim or demand including reasonable attorneys' fees and costs, made by any third party arising out of or related to i) your use of the Website, ii) your use of any content contained therein, iii) your Content or any information or material that You post to or transmit through the Website, iv) your violation of this Agreement, or v) infringement by You or another User using your computer or account, of any intellectual property or any other right of any person or entity. TheLadders shall provide notice to You promptly of any such claim, suit or proceeding, and TheLadders reserves the right and shall have the option, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with TheLadders' defense of such claim.
Intellectual Property.
A. TheLadders' Materials. You acknowledge and agree that TheLadders owns, and shall continue to own, all proprietary right, title and interest (including, but not limited to, copyright, trade secret and patent) in and to the Website and all content provided by TheLadders on the Website, including without limitation, the Database, site design, text, graphics, and interfaces ("TheLadders Materials"). Any use of TheLadders Materials including reproduction, modification, distribution, or replication, any form of data extraction or data mining or other commercial exploitation of any kind without prior written permission of an authorized officer of TheLadders is strictly prohibited. You agree that you will not use any robot, spider, or other automatic device or manual process to monitor or copy our website, TheLadders Materials or any third-party content available on the Website.
B. Your Content. By posting Your Content to any public area of the Website, including without limitation, message boards, profiles, forums, contests and chat rooms, You acknowledge that You have the right to furnish and/or license such content and You automatically grant to TheLadders and its affiliates a limited royalty-free, non-exclusive, non-transferable right and worldwide license to use, copy, reproduce, modify, adapt, publish, translate, communicate to the public, perform, display and distribute such content, and to prepare derivative works of, or incorporate into other works such content in connection with the services provided by TheLadders in connection with the RecruitLadder Service and for the marketing and promotion of the Website provided TheLadders notifies You and obtain your consent, which shall not be unreasonably withheld, for such use or modification. Notwithstanding the foregoing, TheLadders shall not be required to notify you for use or modification of Your Content when such use or modification is necessary to effectuate the RecruitLadder Service. Any such use by TheLadders will be in accordance with TheLadders' Privacy Policy available at http://www.theladders.co.uk/pop_footer/privacy.
C. TheLadders' Trademarks. The trademarks, logos, service marks and trade names (collectively the "Trademarks") displayed on the Website or on content available through the Website are registered and unregistered Trademarks of ours and others and may not be used in violation of applicable rights. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website without the written permission of the applicable rights holder. You may not make any public announcements, press releases, advertising, marketing, promotional or other materials (whether in print, electronically or otherwise) that display or use any name, mark, logo or brand of TheLadders.
D. Your Marks. You grant to TheLadders a limited non-exclusive, royalty-free revocable license to use your logo (a graphical image file of Your corporate trademark and/or logo that is provided by You to TheLadders) and associated trademarks ("Your Marks") for the sole purpose of displaying Your Marks on the TheLadders website in juxtaposition with or in relation to other content posted by You on the Website and for promotional or marketing material related to the Website or the services provided therein, including but not limited to, marketing materials to show that You are a partner of TheLadders. TheLadders shall obtain your written consent, which consent may be provided via e-mail, in advance of any such public use that is not made in relation to your other posted content or to otherwise effectuate the services provided herein. TheLadders acknowledges that it has no right, title or interest in Your Marks other than the limited, non-assignable, non-transferable rights to use Your Marks as contemplated hereby.
Refunds
Except in the case of an uncured material breach of this Agreement by TheLadders, Fees paid for Services are non-refundable. Any refunds made pursuant to this section shall be for those Services, not rendered at the time of such uncured material breach, for which Fees were previously paid in advance.
No Assignment Or Unauthorized Commercial Use
You agree that you shall not resell or assign your rights or obligations under this Agreement without prior written consent from TheLadders. You also agree not to make any unauthorized commercial use of the Website.
Availability Outside The UK
TheLadders makes no claims that the Website may be lawfully viewed or accessed outside of England and Wales. Access to the Website may not be legal by certain persons or in certain countries. If You access the Website from outside of England and Wales, You do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
Governing Law
The Agreement is governed by the internal substantive laws of England, without respect to its conflict of laws principles. The courts of England will have non-exclusive jurisdiction for any claims arising under or in connection with this Agreement.
Severability Waiver
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, TheLadders' failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect TheLadders' ability to enforce such term at any point in the future.
Entire Agreement
Except as expressly provided in any additional agreement, additional terms for certain subdomains of TheLadders, a particular "Legal Notice," or software license or material on particular TheLadders pages, these Terms, along with TheLadders' Terms of Use, your Subscription Order or E-Commerce Order and Receipt and any other document attached to or incorporated by reference to this Agreement constitute the entire agreement between You and TheLadders with respect to the use of RecruitLadder. No changes to these Terms shall be made except by a revised posting on your Account Settings page.
These Terms, along with TheLadders' Terms of Use and any Subscription Order or E-Commerce Order or Receipt constitute a binding agreement between You and TheLadders, and is accepted by You upon your access to and use of RecruitLadder and the Acceptance process described above.