Get on Board T&C
- Get on Board Holding Corp. is a company incorporated in the State of Delaware in the United States of America.
Get on Board Terms and Conditions Agreement
Last update: 09/14/2022
BY CHECKING THE CHECKBOX ACKNOWLEDGING AGREEMENT TO THESE TERMS OR BY REGISTERING OR USING THE PLATFORM, YOU ACKNOWLEDGE AND UNDERSTAND THAT THESE TERMS AND CONDITIONS SHALL GOVERN YOUR USE OF THE GET ON BOARD PLATFORM AND ANY PURCHASES MADE THROUGH THE PLATFORM AND SHALL BE BINDING UPON YOU.
This Get on Board Platform Agreement, including the terms and policies incorporated herein by reference (collectively the "Agreement") sets forth the terms under which Get on Board Holding Corp, or any of its subsidiaries (collectively "GoB"), makes available to you and your company on whose behalf you are registering ("Buyer, Client or Customer") the GoB Platform ("Platform").
The Platform will allow the Client to create and customize an online company account (the "Client Account") through which the Client may post digital job postings (the "Client Content") to those individuals who are seeking employment within the site where the Client posts jobs, searches for talent and manages recruitment processes (the general term is "Professionals"). The above is detailed in our Job Moderation Policy.
GoB sells through its Platform the following digital services:
(i) subscription plans (the "Subscription Plan");
(ii) Individual Unlocking (hereinafter "Unlocks", and together with the Subscription Plan, shall be defined as the "Plans" or "Plan").
(iii) Insights Pro reports, which are “salary intelligence reports“. This service can be purchased by the Client, as a single service under the subscription modality, or in conjunction with any GoB Plan.
Each Plan varies in job posting capacity and functionality. All subscription plans include at least 1 (one) job posting, 1 (one) unlock to the ATS corresponding to the posted job, and access to the Talent Database. Details of the services included are provided at the following link https://www.getonbrd.com/pricing, which is understood to be an integral part of this Agreement.
In case the Client does not want a subscription plan, GoB offers the possibility of an Individual Unlocking, which allows posting a single job. For more information about this service please check here.
By registering for or using the Customer Account, you represent and warrant that you are authorized to accept this Agreement and act on behalf of the Customer and are solely liable to GoB and third parties for any breach of this representation. In that regard, it is noted that it is not GoB's obligation to verify compliance with this representation. This Agreement supersedes all prior agreements and terms relating to the Customer's use of the Platform, including, as applicable, the Prior Plan Sales Agreement, and the SaaS Service Agreement and Terms of Service.
GoB may change the terms of this Agreement at any time in its sole discretion upon thirty (30) days notice to the Customer (the "Notice Period"). The changes will become effective at the end of the Notice Period, and the Customer's continued use of the Platform after the end of the Notice Period, including the offering of any Products/Services for sale on the Platform, constitutes the Customer's acceptance of such changes, which changes will apply until further notice modifying or replacing them, terminating Customer's right to terminate use of the Platform. If the Customer does not agree to the changes, the Customer must suspend all use of the Platform, delete all of its Customer Content and send an email to firstname.lastname@example.org before the end of the Notice Period, communicating the rejection of the modifications to the Terms and Conditions.
- Subscription Plans.
1.1. Use. It is subject to the terms and conditions of this Agreement, as well as the features, limitations, and other requirements of the Subscription Plan that the Customer has selected and purchased. The features, limitations, and requirements for each Subscription Plan, including the applicable subscription fees (the "Fees") (as defined below), are set forth on the GoB website (the "Site") at https://www.getonbrd.com/pricing. Subscription Plans requiring Fees apply to annual or quarterly Subscription Plans, or any other terms that may be offered by GoB in the future, and selected by the Customer (the "Subscription Term"). GoB may make changes or updates to the prices published on the Site upon notice to the Customer and on the terms set forth in this Agreement.
1.2. Plans. Features. All GoB Plans include:
- Visible jobs: at least one quota of jobs that the Client can keep visible at a time. The Client can have more open but not visible selection processes and can activate or deactivate the visibility of their jobs as needed. A non-visible selection process means that the job has already been published but is hidden from public view, which will not allow new professionals to apply for the job.
- Talent Database allows the Client to directly search and filter thousands of professionals in GoB's database and invite them to the Client's selection processes. The quota of invitations of the Subscription Plan contracted by the Client is renewed monthly and is not cumulative. The aforementioned inclusions will remain in force as long as the Subscription Plan that gave rise to them is in force. For more information about the Talent Database, the Clients can access the GoB Help Articles.
- Integrated ATS + job site: By complying with the conditions indicated in the link below, the Client can use GoB's integrated ATS to manage its selection processes and an integrated job site, at no additional cost. For more information on the integrated ATS, you can access the GoB website.
- Unlimited User Accounts: The Customer may add as many users as needed from its team, without limit, as long as the users are employees or have a direct contractual relationship with the Customer. Also, as long as the above is complied with, the Client may have an unlimited number of administrators in the Client's Account.
- Activity log and statistics: The Client can access a record of all the activity of his team, as well as the dashboard of statistics and performance metrics of his jobs that will allow him to improve his reports.
- Reporting dashboard: The Client can access a dashboard with metrics of their open selection processes in the Client Account.
- Boost: The Client can also select annual or quarterly plans with Boost, which give them a monthly Boost fee to use on their jobs and attract more professionals.
The Recruiter, Corporate and Unlimited plans also add the following benefits:
- Advanced performance metrics, such as accurate response times for each member of the Client's team.
- Integration with external ATS: With GoB integration, the Client can automatically receive applicants into their external ATS system. Available for Lever and Greenhouse.
- Private API access: The GoB API allows the Client to access their recruitment and applicant data programmatically, and develop their own integrations with other systems.
- Priority Support: Recruiter, Corporate and Unlimited plans have priority support. GoB will assign a Success executive to the Client's Account, to resolve queries via Whatsapp or email, within 48 hours from the Client's contact with GoB's support team, and if necessary, request video calls.
- Training session on the use of the tool: Recruiter, Corporate and Unlimited plans include one (1) training session and demonstration of the operation of GoB, via video call, which will last, at most, 60 minutes.
- Data export to CSV: The Client will be able to export all the information about their jobs and applicants.
1.3. Free Trials. GoB may offer free trials or other promotional subscriptions (a "Trial Subscription") that will convert to a paid subscription after the end of a certain period of time (the "Promotion Period") upon the Customer's agreement and authorization. THE Customer UNDERSTANDS THAT HE/SHE MUST CANCEL THE TRIAL SUBSCRIPTION OR COMMUNICATE HIS/HER INTENTION TO CONTINUE USING GOB SERVICES BY SENDING AN EMAIL TO SUCCESS@GETONBRD.COM BEFORE THE END OF THE PROMOTIONAL PERIOD.
1.4. Registration. Activation of Subscription Plan. To activate the Customer's Account (the "Account"), the Customer must create the Account and provide all information requested by GoB during Account activation, and the same must be accepted by GoB, which acceptance is at GoB's sole discretion. The Customer must provide GoB with accurate, complete, and current information and will promptly update the Account information in the event of any changes to such information. The personal data collected, is necessary and proportionate, for the purposes of this Agreement, which the Customer declares to accept. Failure to do so is a violation of this Agreement and may result in termination of the Customer's Account and rights to use the Platform. The Customer will maintain the security and confidentiality of its account information, including passwords used to access its Account, and is responsible for all activities conducted on the Platform with its Account information. GOB is not responsible for the lack of care in the handling of the information on the Platform by the Client. Furthermore, GOB reserves the right to refuse the creation of any Customer Account, without cause.
1.5. Fee; Automatic Renewal. Certain GoB services may require payment of a one-time fee (the "One-Time Payment Fee") and/or a subscription fee (the "Subscription Fee"), as set forth on our Site https://www.getonbrd.com/pricing. In addition, GoB reserves the right to charge the value of taxes associated with sales, which are excluded from and not reflected in the prices published on its website, in order to comply with applicable tax regulations, in accordance with the laws of the relevant countries, where applicable. The one-time payment fees and subscription fees are collectively referred to as the "Fees". The Fees will be charged to the credit card, debit card, bank transfer, or other payment methods that GoB may in the future incorporate into its payment options ("Payment Method") provided at the time of account setup or purchase of the Service. Notwithstanding the foregoing, GoB is not responsible if any payment method is not available at the time of payment, being the sole responsibility of the Customer to pay the applicable Fees and taxes in a timely manner. If Customer agrees to create an Account or sign up for a Service with a One-Time Payment Fee, Customer:
(a) agrees to pay the applicable Fees, in advance, on the day the initial term of the Subscription or Service commences, and on the date of each renewal where applicable (including any taxes, duties or other governmental taxes or fees), except as expressly agreed by the parties and to reimburse GoB for all collection costs, extrajudicial or judicial collection and default interest for any overdue amount, at GoB's sole request, and reimbursement shall be made within five (5) calendar days, and failure to pay shall be grounds for termination of this Agreement, without prejudice to the requirement for payment of any damages incurred;
(b) you will provide a Payment Method at the time you sign up for such Subscription Plan or Individual Unlocking or Reporting engagement, and will update such information, as necessary, to maintain a valid Payment Method at all times; and
(c) authorizes GoB or its designated payment processors to store your Payment Method and other related information and automatically debit your Payment Method for all amounts due under this Agreement, without requiring any approvals other than approval of this Agreement.
The Subscription Term is the term indicated at https://www.getonbrd.com/pricing where the Subscription Plans are located (the "Plan Term"). The Term will renew automatically - or manually on an exceptional basis and only in the cases described in this Agreement - at the end of each term (each a "Renewal Term"), unless the Customer cancels its Subscription Plan 7 (seven) calendar days prior to the end of the then-current term, as set forth below: (i) by sending an email to GoB at email@example.com, in the case of manual activations; (ii) cancels it through its Account for plans with automatic payments, as set forth in Section 1. 7. of this Agreement; (iii) or GoB resolves or terminates this Agreement, in its sole discretion as described in this Agreement.
When the Customer contracts a Subscription Plan, directly through the GoB website, the activation is automatic and the renewal of the plan will be automatic, using the Payment Method used, registered, and authorized by the Customer in the Customer's Account.
If the Customer contracts a Subscription Plan in any way other than directly through GoB's website, the activation of the Plan will be done manually upon receipt of proof of payment by the Customer, in which case, the renewal of the Plan Term will be manual.
GoB will communicate to the Customer the renewal date of the Customer's Subscription Plan up to 15 days prior to the renewal date indicated above, so that the Customer may cancel his Account in case he does not wish to renew. If Customer does not cancel Customer's Account after receipt of GoB's renewal notice, Customer is deemed to have accepted the renewal of Customer's Account, and GoB is authorized to charge the next period's Fee.
- Renewal Date. The Customer who contracts a Subscription Plan in GoB can view the status of his Plan and the expiration (or renewal) date of it, by accessing the option 'Your subscription. (https://www.getonbrd.com/subscription) in the top right menu of the Client's account. In the same menu, you will be able to access your tickets, and 'Company Account' settings. (How can I improve my careers page? | Get on Board). You will also receive an email informing you when the current Term expires. The Customer can cancel the automatic renewal and continue using the Plan until the expiration date. If the Customer contracted a plan with manual payment, via electronic transfer, (What payment methods can I use in Get on Board)(*), automatic renewal will be deactivated.
(*) Only for Recruiter, Corporate or Unlimited plans, available in Chile, Peru, or United States.
- Subscription expires or lapses. If the Subscription Plan expires or expires, the jobs the Client has posted will continue to receive applicants but will lose access to applicant information. In order to view the information, send messages, and use all the functionalities of the process dashboard, the Client will have to purchase an unlocking, or renew his/her plan, according to the agreement between the parties.
AUTOMATIC RENEWAL: THE Customer UNDERSTANDS AND AGREES THAT ITS SUBSCRIPTION WILL RENEW FOR THE SAME TERM PERIOD, AND THE FEE WILL BE CHARGED AUTOMATICALLY, BY THE Customer'S PAYMENT METHOD FOR THE RENEWAL TERM AND WITHOUT PRIOR NOTICE, UNLESS THE Customer CANCELS ITS SUBSCRIPTION BEFORE THE END OF THE PREVIOUS TERM (OR GOB CANCELS WITH WRITTEN NOTICE) WITHIN THE TIME PERIODS ALREADY INDICATED. SEE SECTION 1 FOR MORE INFORMATION ON THE CANCELLATION OF SUBSCRIPTIONS. YOU ACKNOWLEDGE THAT THE AMOUNT OF THE RECURRING CHARGE MAY CHANGE IF THE APPLICABLE SUBSCRIPTION RATES INCREASE.
In the event GoB is unable to collect the Subscription Fee or other amounts due to the registered Customer's Payment Method, the Customer will promptly provide a replacement Payment Method or pay GoB directly all amounts due upon GoB's request. If Subscription Fees remain unpaid, GoB reserves the right to suspend the Customer's Account, and block access to the Platform if payment is not made within thirty (30) days after receipt of the Customer's notice. GoB may terminate Customer at any time upon written notice if the Fees remain unpaid for more than ninety (90) days. The Customer understands that the Fees will continue to accrue during any period of suspension. The Fees are subject to change at any time upon notice from GoB, provided that the new Fees shall not commence until the end of the applicable Subscription Term. If the new Rates are not acceptable, the Customer must provide notice of non-renewal prior to the effective date of the next Renewal Period, and failure to do so will constitute acceptance of the new Rates for such Renewal Period. All Fees and other charges are non-refundable and there are no refunds or credits for any partially used period, except (i) as expressly set forth in this Agreement, (ii) as required by applicable law, and (iii) in GoB's sole and absolute discretion. All Fees are expressed in U.S. dollars.
1.6. Upgrades. If the Client chooses a Subscription Plan and his recruitment needs increase, he can upgrade his Plan to a higher one. To do this, the Client must send a written request to GoB at firstname.lastname@example.org, where a sales executive will contact the Client, who will explain the steps to follow. In order to upgrade the subscription, the Client must pay the monetary differences arising from the new Plan chosen with respect to the previous one.
The Customer may visit the Plan page of his/her Account and calculate the proration, which is calculated by subtracting the value of the new plan from what has already been used in the current plan.
The Client will not be able to change his/her current plan to a lower plan automatically while it remains active, but he/she will be able to do so once the period of his/her current plan ends and within 7 days prior to the end of the period of validity in which he/she is. This is because the Client, by contracting a plan, has access to a number of benefits that are not available in more basic plans. If the Client decides to change to a lesser plan, there is no refund and the change of plan is immediate, so he/she will no longer have access to the services initially contracted.
1.7. Cancellation. The Customer may change or cancel their Subscription Plan at any time by emailing GoB at email@example.com.
In addition, the Customer can cancel their subscription directly from the Customer's Account by going to “modify auto-renewal“ within their Account. By clicking on the link a modal will appear with the conditions of the cancellation of their plan. The Customer must read these conditions and accept them by clicking on the checkbox in order to activate the 'cancel automatic renewal' button. The automatic renewal will be canceled immediately. The Customer will be able to continue enjoying the benefits of his plan until the subscription period ends.
However, no refunds of Subscription Fees will be provided in connection with any change or cancellation of the Subscription Term that is already paid and in effect, except as otherwise expressly provided in this Agreement or as required by applicable law.
It is the Customer's sole responsibility to cancel the Subscription prior to the end of the current Subscription Term and upon the notice expressly stated in this Agreement to avoid renewal of the Subscription Term. GoB may change the features, limitations, and requirements of any Subscription Plan at any time upon written notice, provided that such changes shall not become effective until the end of the Subscription Term (if applicable).
1.8. Compliance with Platform Policies. Customer will at all times comply with GoB's Platform Policies as may be updated from time to time by GoB (the "Platform Policies"), which are incorporated into this Agreement by this reference. GoB's current Platform Policies are located here https://www.getonbrd.com/about/privacy. Accordingly, a constant review of these policies and adherence to them are Customer's obligations and the Customer shall be solely responsible for any failure to comply with them. Any breach of the Platform Policies and other terms of this Agreement constitutes a breach of this Agreement and may result in the termination of the Client's Account and rights to use the Platform, in addition to requiring the Client to make good any damages and losses incurred, without prejudice to any penalties that may apply, according to the rules of each country. In the event that the Client uses the Platform for illegal purposes, GoB will report the facts to the respective authorities, without being responsible for it or for the omission of such report.
1.9. Customer Content. Upon GoB's approval of Customer's Account, Customer:
(a) shall ensure that all Customer Content - job offers - complies in all respects with the Platform Policies and the other terms of this Agreement, including that all Customer Content, must comply with all applicable laws, rules, and regulations ("Applicable Law"), must not be contrary to morality and decency, and must not infringe and/or violate the rights of any third party under any Applicable Law;
(b) accept and ensure that the Customer's content is consistent with GoB's Moderation Policy, which is detailed here Job moderation policy, expressly authorizing GoB to review and moderate it; GoB will not publish content that does not comply with the above Moderation Policy, without the Customer being able to attribute any responsibility to GoB.
(c) be solely responsible for maintaining and updating Customer Content;
(d) promptly remove any Customer Content that it becomes aware infringes or violates the rights of any third party, violates Applicable Law or the Platform Policies. GoB reserves the right at all times to refuse or suspend the posting of job offers, even if it has approved it in the past, remove or suspend access to any Customer Content for any reason in its sole discretion, without any liability being attributable to GoB. Customer is solely responsible for maintaining backup copies of all Customer Content and all information provided to Customer by GoB, and GoB shall have no liability of any kind to Customer for the loss of any Customer Content or information.
1.10. Permits; Taxes. Customer, at its own expense, will obtain all permits and licenses required to operate its business in accordance with Applicable Law and will pay and settle all applicable taxes that may be due on the purchase of the Services from GoB, where Customer has a tax liability to do so. The exception is made for purchases from GoB, where GoB collects and remits sales taxes on sales made through the Platform, where applicable.
- Service to the Professionals. Customer is responsible for, and will provide, all first-level support to the Professionals and for resolving all Customer service issues arising from or related to the Account Content, including timely response and communication with the Professionals, compliance with benefits and conditions contained in GoB's Job Moderation Policy which is part of this Agreement. If the Client fails to timely respond to Professional service issues, or GoB's requests related thereto, within the timeframes or other requirements identified in the Platform Policies, GoB may suspend the Client's Account or take such other action as it deems necessary to resolve the Professional service issue. Notwithstanding the foregoing, GOB IS NOT LIABLE FOR FAILURE, PARTIAL AND/OR LATE COMPLIANCE OF THE CLIENT, WITH RESPECT TO THE OBLIGATIONS ASSUMED BY SUCH CLIENT TO THE PROFESSIONALS. THE PROFESSIONAL SHALL NOT BE LIABLE TO GOB FOR THE CLIENT'S FAILURE TO PERFORM. FURTHER, GOB SHALL NOT BE LIABLE TO THE CLIENT FOR ANY DEFAULT, PARTIAL, AND/OR LATE PERFORMANCE BY THE PROFESSIONAL WITH RESPECT TO THE PROFESSIONAL'S OBLIGATIONS TO THE CLIENT.
GoB will only use the personal data of the Professionals collected in connection with the Customer's Account (the "Professionals Data") for the purpose of operating the Platform and fulfilling its obligations under this Agreement. Both GoB and Customer will use reasonable measures designed to protect the security and confidentiality of the Practitioner Data they are processing.
4. Support. GoB will provide first-level technical support, meaning the basic level, to the Customer via email, or such other method as specified in the applicable Subscription Plan, Monday through Friday during the hours of 9:00 a.m. to 5:00 p.m. Eastern Time, excluding federal holidays ("Support Hours"). Users may initiate a support request during Support Hours via support chat, or by sending an email at any time to firstname.lastname@example.org. GoB will endeavor to respond to all technical support requests within one (1) business day.
5. Service Level Agreement. The Platform will be available with 99.9% uptime, measured on a monthly basis, provided that downtime shall exclude (a) holidays and weekends, (b) scheduled maintenance, (c) any period during which the Customer requests maintenance, and (d) any downtime as a result of third party connection or utility outages or other reasons beyond GoB's control (collectively, the "Downtime Exclusions"). THE Customer'S SOLE AND EXCLUSIVE REMEDY, AND GOB'S ENTIRE LIABILITY, WITH RESPECT TO THE AVAILABILITY OF THE PLATFORM, SHALL BE THAT FOR EACH PERIOD OF DOWNTIME (EXCLUDING DOWNTIME EXCLUSIONS), LASTING MORE THAN TWO HOURS, GOB SHALL PAY THE Customer 5% OF THE SUBSCRIPTION FEES FOR EACH PERIOD OF 2 OR MORE CONSECUTIVE HOURS OF DOWNTIME. Downtime will begin to accrue as soon as the Customer notifies GoB that downtime is occurring, and will continue until Platform availability is restored. GoB's blocking of data communications or other Services in accordance with its policies or for failure to comply with any of its obligations under this Agreement or any ancillary document referred to herein shall not be deemed a failure by GoB to provide adequate levels of service under this Agreement.
6. Payment Suspension. GoB may suspend the Customer's Account immediately upon receipt of notice if (a) the Customer is not in compliance with the Platform Policies, (b) GoB believes that the Customer's actions or performance under the Agreement (including the Platform Policies) may result in disputes by the Professionals, or other claims, in GoB's sole discretion, (c) Customer otherwise breaches the Agreement, or (d) in the event there are indications of the commission of an offense under applicable Law.
7. Usage Rights. Subject to Customer's compliance with the terms of this Agreement, GoB grants Customer a limited, non-exclusive, revocable, non-transferable license to (a) install, use, and reproduce the GoB software, APIs, and related documentation provided by GoB (collectively, "GoB Software") solely in connection with the creation, operation and maintenance of Customer's Account on the Platform; and (b) access and use the Platform and GoB Software to publish Account Content to Professionals through the Platform. The Customer's use of any GoB Software is subject to any additional terms and conditions or limitations set forth in any documentation GoB makes available to the Customer. Such limitations may include a limitation or throttling on the number of API calls the Customer may make or similar usage restrictions. GoB may use technical measures to prevent excessive use or stop the Customer's use of the API if the usage limitations are exceeded. Customer shall be prohibited from doing the following: (i) adapting, modifying, translating, or making a derivative work of the Platform, the GoB Software, or any other content, material, documentation, or other intellectual property of GoB or its licensors (collectively the "GoB IP"); (ii) copying or permitting automatic downloading of all or part of the GoB IP, except for limited copying as permitted by applicable U.S. copyright law; (iii) reproducing, transferring, copying or otherwise making derivative works of the Platform, the GoB Software or any other content, material, documentation or other intellectual property of GoB or its licensors (collectively the "GoB IP"); (iv) copying or permitting automatic downloading of all or part of the GoB IP, except for limited copying as permitted by applicable U.S. copyright law. (iii) reproduce, transfer, publish, distribute, commercially use or display, broadcast, telecommunicate, sell or provide access to a third party to all or part of the GoB IP, except to provide Professionals with access to Customer's Account in accordance with the terms of this Agreement; (iv) use all or any part of the GoB Platform to train models, develop semantic or neural network software, or for any purpose other than as expressly contemplated in this Agreement; (v) register title to the GoB Platform and GoB Software, from any country in the world. Failure to comply with these prohibitions shall entitle GoB to resolve and terminate the Customer's Subscription, without any payment in favor of the Customer and to require the corresponding compensation for the damages incurred.
8. Ownership of the Release. GoB and/or its service providers and licensors own all rights to the Platform, the GoB Software, branding, and GoB IP, including all intellectual property rights, subject only to the limited license granted to the Customer in this Agreement. All rights not expressly granted to Customer in this Agreement are expressly reserved by GoB and its service providers or licensors.
9. Client Property. As between the Parties, Customer owns all right, title, and interest in and to the Customer Content, Customer's trademarks and Customer's service marks (the "Customer Marks") and any images, photographs, graphics, text, videos, descriptions and information, data or other content or materials of Customer that Customer incorporates into Customer's Account (the "Account Content"), subject only to the limited license granted to GoB in this Agreement. Client grants GoB a non-exclusive, royalty-free, transferable, sublicensable, worldwide right to reproduce, distribute, publicly perform, publicly display, modify, create derivative works of, and use and exploit the Client Content, Client Marks, and store Content (collectively, the "Client IP") to operate the Platform and to perform its obligations and rights under this Agreement.
10. Feedback. Any suggestions, comments, ideas, enhancements, improvements, or other feedback or materials that Customer provides to GoB or its affiliates regarding GoB, the Platform, the GoB Software, or other subject matter of this Agreement (including with respect to modifications, enhancements, improvements and other changes to the foregoing) ("Feedback") are voluntary and non-confidential and Customer grants to GoB a worldwide, royalty-free, irrevocable, transferable, perpetual license to use (and authorize others to use) any Feedback without restriction and without any obligation of any kind to Customer.
11. Obligation. To the maximum extent permitted by Applicable Law, each party shall: (a) treat as confidential and shall protect and preserve the confidentiality of all Confidential Information of the other party (as defined below); (b) use such Confidential Information solely for the purposes of this Agreement and in accordance with this Agreement; (c) limit disclosure of such Confidential Information to personnel, consultants and suppliers to whom disclosure is necessary for the purposes of this Agreement, provided that such person has agreed in writing to maintain the confidentiality thereof; and (f) promptly notify the other party upon discovery of any loss or unauthorized disclosure of such Confidential Information. "Confidential Information" means any information about a party that is provided or disclosed to the other party on a proprietary basis and not by publication on the Platform, that is marked or identified as Confidential, or that, by its nature, the parties are required to acknowledge as confidential. In the case of GoB, Confidential Information includes, without limitation, all proprietary information about the Platform, GoB Software, and GoB's products, services, technology, contracts, pricing, processes, inventions, "know-how," GoB's trade secrets, legal, accounting, financial, sales model, and other business matters. For Customer, Confidential Information includes, without limitation, all non-public information about Customer Content and Professionals, provided that Customer has indicated in advance that such information would be confidential, contracts, trade secrets, and other business matters of Customer.
12. Exceptions. The foregoing obligations shall not apply to any information that: (a) a party can demonstrate that it was independently developed by such party without any use of Confidential Information; (b) was already in Customer's possession prior to the commencement of this Agreement, provided that it is brought to the other Party's attention at the time of receipt; (c) is or becomes publicly available through no fault of the receiving party; (d) is obtained from a third person without such third person breaching the obligation of confidentiality; or (e) is required to be disclosed pursuant to a valid court or administrative order; with respect to the provisions of this subsection (e) if the party required to disclose the information is GOB, the exception shall apply if Customer: (i) gives timely written notice of such order to GOB and reasonably cooperates with any efforts by the other party to contest or limit the scope of such order; and (ii) makes all reasonable efforts to limit the disclosure of such Confidential Information and seeks a protective order or equivalent to protect the disclosure of such Confidential Information. Information shall not be deemed to fall within the foregoing exceptions merely because it is: comprised of more general information in the public domain or in the possession of the Customer; or, a combination of individual items of information that could be reconstructed from Non-Confidential Information.
13. Advertising Prohibition. Customer shall not use the name, logo, trademarks, or trade names of GoB or any of its affiliates, or refer, directly or indirectly, to GoB or any of its affiliates in any advertising communication, promotional material, Customer or partner list, publicity or marketing or business generation effort, whether written or oral, without the prior written consent of GoB in each instance. For its part, by consenting to this Agreement, Customer hereby grants GoB a free, limited license to make mention to the general public, in its marketing and advertising strategies, that Customer has such status and uses the GoB Platform and software.
14. Use of Subcontractors. The Customer understands that GoB uses subcontractors to provide the Platform and related services, including third-party payment processors. Any activities that GoB is authorized to perform under the Agreement may be performed by GoB's subcontractors (e.g., all payment processing may be performed by GoB's payment processor), which Customer represents that it understands and consents to.
16. GoB Warranties. GoB represents, warrants, and covenants that: (a) GoB owns or controls the GoB Platform and the GoB Software and has the rights to enter into this Agreement and to grant to GoB the rights granted under this Agreement; (b) the use of the GoB Platform and the GoB Software as authorized herein does not and will not infringe or violate the rights of any third party.
DISCLAIMER OF WARRANTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM, GOB SOFTWARE, AND ANY SERVICES PROVIDED TO THE Customer ARE PROVIDED "AS IS," "AS AVAILABLE," AND NEITHER GOB NOR ITS AFFILIATES, SUBSIDIARIES, AGENCIES, BRANCHES, RELATED PARTIES NOR ITS SERVICE PROVIDERS OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (B) THAT THE GOB PLATFORM, PROGRAM OR SOFTWARE WILL MEET Customer REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND (C) ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GOB AND ITS AFFILIATES AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL SUCH WARRANTIES.
17. Section 1542. Customer agrees that the release set forth in this Agreement may apply to unknown and unanticipated claims, damages, and expenses, and Customer waives any rights it may have under Section 1542 of the California Civil Code or any similar enactment of any jurisdiction. California Civil Code Section 1542 provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS NOT KNOWN OR SUSPECTED BY THE CREDITOR TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM WOULD HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
18. Indemnification. Customer will (at GoB's option) defend, indemnify and hold harmless GoB and its affiliates, subsidiaries, holding companies and any related parties (and their respective employees, shareholders, directors, agents and representatives) against any costs, damages, losses, liabilities, claims for damages, actions, judgments, fines, penalties, interest, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) any breach or alleged breach of any of Customer's representations, warranties or obligations set forth in this Agreement; (b) any Client Content, the posting, offering, publication of any Client Content, including any actual or alleged infringement of any intellectual property rights by Client or any Client Content, (c) any claim by the Professionals; (d) any act, error or omission, negligence or misconduct of Client or its officers, directors, agents, employees, subcontractors in connection with the Platform under this Agreement; (e) any breach by Client of any Applicable law or regulation in its country; (f) any breach, partial and/or late performance of this Agreement. The Customer shall provide all cooperation, documentation, and information reasonably requested by GoB in connection with any claim. GoB shall have the right to control all defense and settlement of claims.
19. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT (A) SHALL GOB, ITS AFFILIATES, HOLDING COMPANIES, SUBSIDIARY AND ANY RELATED PARTIES, THEIR PERSONNEL, SHAREHOLDERS, SUPPLIERS AND LICENSORS BE LIABLE TO Customer OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF, BASED UPON OR RESULTING FROM THIS AGREEMENT, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF, BASED UPON OR RESULTING FROM THIS AGREEMENT, OR THE USE, MISUSE OR INABILITY TO USE THE PLATFORM, THE GOB SOFTWARE, OR ANY SERVICES PROVIDED BY GOB IN CONNECTION WITH THIS AGREEMENT, EVEN IF GOB, ITS AFFILIATES, CONTROLLING COMPANIES, SUBSIDIARY AND ANY RELATED PARTIES AND THEIR PERSONNEL, SUPPLIERS AND LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES) OR (B) THE ENTIRE LIABILITY OF GOB, ITS AFFILIATES AND THEIR PERSONNEL, SUPPLIERS AND LICENSORS TO Customer OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE PLATFORM, THE GOB SOFTWARE, OR ANY SERVICES PROVIDED BY GOB IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EXCEEDS THE TOTAL FEES PAID BY Customer TO GOB UNDER THIS AGREEMENT DURING THE 6-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THIS SECTION SHALL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE HELD UNENFORCEABLE. IN THAT REGARD, ANY INDEMNIFICATION PAYABLE BY GOB SHALL BE IN AN AMOUNT NOT TO EXCEED THE EQUIVALENT OF SIX (6) MONTHS OF PLATFORM SERVICE.
20. Term. The Agreement shall commence on the Effective Date and shall continue until (i) the expiration of the term of the specific service contracted by Customer; or (ii) either Party terminates or rescinds it in accordance with the terms of the Agreement.
21. Termination. The Customer may cancel its subscription and terminate this Agreement at any time as set forth in Section 1 of this Agreement. GoB may terminate this Agreement and Customer's use of the Platform (a) at any time upon thirty (30) days prior written notice to Customer if Customer is in material breach of this Agreement and fails to cure such breach within such 30-day notice period; (b) at any time upon sixty (60) days prior written notice if GoB discontinues the Platform or ceases to operate the Platform for any reason and without Customer's right to recover damages; or (c) at any time upon sixty (60) days prior written notice, provided that such termination shall not be effective until the end of the current Subscription Period (if and only if GoB continues to operate the Platform). GoB may suspend Customer's access to the Program, the Platform, or the GoB Software, or moderate Customer's Content on the Platform at any time, at GoB's sole discretion, if Customer breaches any of the terms of this Agreement.
22. Effects. If the rescission or termination by GoB is not due to any breach by Customer, then GoB will refund, on a pro-rata basis, the Subscription Fees prepaid by Customer, less any months of services already rendered. If GoB rescinds or terminates the Agreement for the Customer's breach, no refund will be made. In the event of rescission or termination for any reason, the Customer's access to the Platform shall terminate, and the Customer shall be solely responsible for maintaining copies of all Customer Content and Practitioner information that it may need to access and maintain after termination, as well as fulfilling any obligations to the Practitioners after termination unless otherwise agreed in writing by GoB. Any termination of this Agreement shall be without prejudice to the rights of either Party against the other in respect of any prior claim or breach of any of the provisions of this Agreement. All obligations of the Parties relating to this Agreement which, by their nature, are intended to survive termination of this Agreement shall survive termination of this Agreement.
23. Changes to the Agreement. GoB may change the terms of this Agreement at any time by posting the Agreement on the Platform. GoB will notify the Customer with prior notice, through the Platform or by email to the email address associated with the Customer's Account. Any changes to this Agreement will become effective at the time the revised version of this Agreement is posted on the Platform (or such later effective date as indicated at the top of the revised Agreement). If Customer does not accept the revised Agreement, Customer must cease using the Platform and terminate Customer's Account. The Customer's continued use of the Platform after the date of posting of the revised Agreement will constitute the Customer's acceptance of the revised Agreement.
24. Notices. GoB may need to communicate with the Customer regarding this Agreement or the Platform. GoB may provide such notice to the Customer through the Platform or by email to the email address associated with the Customer's Account. The Customer shall send all legal notices to GoB by certified mail (return receipt requested) or by a nationally or internationally recognized overnight courier service to the following address: 160 Greentree Drive. Suite 101, City of Dover. County of Kent, DE 19904, US. For all other notices or inquiries, the Customer shall contact GoB through the Platform or as specified in the Platform Policies.
25. Subcontracting. The client may use subcontractors in the performance of its obligations under this Agreement. Customer shall ensure that its subcontractors comply with this Agreement and Customer shall remain fully responsible for the acts and omissions of its subcontractors. GoB may require Customer to cease using any subcontractor in its sole discretion, and GoB may suspend Customer's Account or terminate or terminate this Agreement if Customer fails to cooperate with such request.
26. Relationship. The Parties to this Agreement are independent contractors, and no other relationship arises out of this Agreement. Nothing contained in this Agreement or done pursuant to this Agreement shall be construed as creating a partnership, agency, or joint venture, and neither Party shall be bound by any representation, statement, or act of the other Party. The Customer shall be responsible for all expenses necessary to perform its obligations under this Agreement.
27. Force Majeure. Neither Party shall be liable to the other for any failure to perform its obligations under this Agreement to the extent such failure is due to war, riot, embargo, strikes, or other concerted acts of labor, casualty, accident, or other causes to the extent such failure and its consequences are reasonably beyond the control and without the fault or negligence of the Party suffering the event.
28. Governing Law; Disputes; Waiver of Jury. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the United States of America, without regard to any conflict of laws provisions. If Customer is a U.S. entity, any controversy, claim, or dispute (each a "Dispute") of any nature whatsoever arising between the Parties or arising out of or relating to the Agreement shall be resolved exclusively by a state or federal court located in New York, New York, and each Party irrevocably submits to the personal jurisdiction of such courts for such purpose. The Parties knowingly and voluntarily waive their rights to have their Dispute tried by a jury. The Parties recognize that certain business relationships may give rise to the need for a Party to seek injunctive, emergency, provisional, or summary relief. Immediately upon the issuance of any such relief, the Parties agree to a stay of any court proceedings of all underlying Disputes. If the Client is a non-U.S. entity, any Dispute of any nature whatsoever arising between the Parties or arising out of or relating to the Agreement, including the formation, interpretation, breach, or termination of the Agreement, including whether the asserted claims are arbitrable, shall be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules and Procedures. The tribunal shall consist of a single arbitrator who shall be experienced in online terms and conditions and commercial contracts. The place of arbitration shall be New York, New York, or such other place as the Parties may agree. The language to be used in the arbitration proceedings shall be English. The award rendered by the arbitrator shall be final, shall identify a prevailing Party, and judgment on the award may be entered in accordance with applicable law in any court of competent jurisdiction. The fees and expenses of the arbitrator shall be shared by the Parties. Notwithstanding the foregoing, GoB shall have the right to seek injunctive or other equitable relief in connection with any matter based upon or arising out of this Agreement in any forum having proper legal jurisdiction over such matter, including jurisdictions in other countries. The Parties shall keep confidential the arbitration proceedings and the award, including the hearing, except to the extent necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy, or to enforce an award, or unless otherwise required by law or court decision.
29. Assignment. This Agreement and the associated rights and obligations may not be assigned or otherwise transferred by the Customer without the prior written consent of GoB. This Agreement, its contractual position, and rights, may be assigned by GoB without restriction and without consent other than acceptance of this Agreement. This Agreement is binding on any permitted assignee.
30. No Waiver. All waivers by GoB will be effective only if provided in writing. Any failure or delay by GoB to strictly enforce any provision of this Agreement shall not operate as a waiver of that provision, any other provision, or any subsequent breach of that or any other provision.
31. Severability. If any term or provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such term or provision shall be deemed severable, and the remainder of the Agreement shall remain in full force and effect.
32. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties relating to the Platform and supersedes all prior or contemporaneous agreements and communications, both written and oral, relating to the subject matter of this Agreement, all of which are merged herein.