Unlock Exceptional Healthcare Talent through PersonalizedDirect Mail

SERVICE AGREEMENT TERMS AND CONDITIONS

 

Standard Terms and Conditions for Service Agreements
The following terms and conditions (the “Standard Terms”) shall govern the Service Agreement (“Service Agreement” and together with the Standard Terms, the “Agreement”) under which Crunching Data LLC dba RecruitCard (“RecruitCard”) will provide personalized direct mail recruiting services (the "Services") to clients ("Clients").

1. Display of Client Information; Editorial Control. Subject to the provisions of the Agreement, Client hereby grants RecruitCard a non-exclusive right and license to display its brand, logo, job or other advertising information including ad placements and mail content related to the Services (the “Content”), as applicable, on RecruitCard during the Term. RecruitCard may not modify Content other than to fit the format and look and feel of RecruitCard, modify the job title or advertisement or to display an excerpt (rather than all) of the long description that does not change the language that is excerpted. RecruitCard reserves the right to reject, suspend or cancel any advertisement which does not comply with RecruitCard' general policy concerning advertising content or technical specifications, as amended from time to time. RecruitCard further reserves the right to reject, suspend or cancel any Content which may subject RecruitCard to criminal or civil sanction or is otherwise, in the opinion of RecruitCard, offensive or objectionable.

2. Ownership, Licensing and Use of Leads. Each party hereby agrees that it will treat the Content, including but not limited to personally identifiable information provided by individual users, as Confidential Information as set forth in the Confidentiality Section below.   RecruitCard retains all rights, title, and interest in its intellectual property, including designs, templates, and campaign materials, unless otherwise agreed in writing.  RecruitCard grants Client a limited, non-exclusive, non-transferable license to use the deliverables solely for their intended purpose.

3. Terms of Payment. RecruitCard will invoice the Client (or the applicable agency, as the case may be) for Services provided under this Agreement. The Client (or the applicable agency, as the case may be) shall remit payment within 30 days of receiving an invoice.  Late payments will incur interest at a rate of 1½% per month or the maximum amount allowed by law, whichever is less. 

4. Taxes. All payments required under this Agreement are exclusive of Federal, state, local and foreign taxes, duties, tariffs, levies and other similar charges (“Taxes”). When applicable, such Taxes shall appear as separate items on invoices. Payment of such Taxes and other charges (excluding any taxes based upon the billing/collecting party’s net income) shall be the paying party’s sole responsibility. In the event the billing/collecting party is subsequently assessed by any governmental authority for having failed to collect any Taxes from the paying party, the paying party agrees to pay such assessed amounts, excluding any associated interest or penalties, upon the billing/collecting party’s written request.

5. Confidentiality. Except as otherwise provided herein, RecruitCard and Client each agree that all written information communicated to it by the other, whether before the Effective Date or during the term of this Agreement, and (a) marked as confidential or proprietary; or (b) regarding customers; human resources; financial costs, expenses or operations; inventory, purchasing or merchandising; or plans, strategies or forecasts (hereinafter collectively referred to as “Confidential Information”) shall be used only for the purposes of this Agreement, and that no Confidential Information of the disclosing party shall be disclosed to outside parties by the recipient party, its agents or employees without the prior written consent of the disclosing party. Client agrees to keep completely and unconditionally confidential the names of any institutions, corporations, investors, organizations, individuals, or groups of individuals introduced by RecruitCard or its associates. Client agrees not to divert or attempt to divert RecruitCard' business customers or prospects based on information gained as a result of discussions with RecruitCard.

Each party agrees to take all reasonable precautions to prevent disclosure to outside parties of Confidential Information, including without limitation, the terms of this Agreement, except for information which is (i) not marked as confidential or proprietary or included in the categories identified above, (ii) already known by or available to the receiving party or its parent or subsidiaries at the time of disclosure; (iii) independently generated by either of the parties hereto or its parent or subsidiaries and not derived from the Confidential Information of the disclosing party, (iv) generally known or available to the public, or which may later become generally known or available to the public except where such knowledge or availability is the result of an unauthorized disclosure by one of the parties hereto, (v) disclosed to the receiving party or its parent or subsidiaries by a third party who is lawfully permitted to make such disclosure, (vi) made available by the disclosing party to a third party without a similar restriction; or (vii) required to be disclosed by either party or their parent or subsidiaries by law, regulation, court order or other legal process. This obligation of confidentiality shall cease two (2) years after the return of such Confidential Information to the disclosing party by the receiving party or two (2) years after the termination of this Agreement, whichever is later. The foregoing notwithstanding, RecruitCard will have the right to identify that Client is a customer of RecruitCard and may utilize traffic data for statistical and comparative purposes provided it is not disclosed in any manner which could reasonably identify Client.

6. Term; Termination. The term of this Agreement shall be as set forth in the Service Agreement or until terminated upon the mutual written agreement of both Parties. In addition, either Party may terminate this Agreement in the event that the other party fails to perform any material covenant or otherwise breaches any material term of this Agreement: (i) immediately upon written notice to the other party if the nonperformance or breach is incapable of cure, or (ii) upon the expiration of thirty (30) days after such notice if the nonperformance or breach is capable of cure and has not been cured. Acceptance of any additional Service Agreements shall be by written agreement of the Parties. Pricing for any renewal period is subject to change by RecruitCard from time to time.

7. Privacy. All parties represent and warrant that they are fully compliant with applicable privacy laws, and all federal and state regulations.

8. Audit. At its own expense but no more than once every twelve months, upon reasonable prior written notice and during dates and times mutually agreed upon by the Parties, either Party may have its independent auditors examine, books and records with respect to all transactions for which payments may be due, for the sole and limited purpose of verifying the other Party’s accurate reporting.

9. Client Credit. RecruitCard reserves the right to cancel the Agreement after conducting a credit screening of the Client.

10. Representations.  Client agrees to provide accurate and complete information for all campaigns and to update such information as necessary to ensure accuracy.  Client represents and warrants that it is responsible for ensuring that all of its campaigns comply with all applicable laws, regulations, and industry standards, including but not limited to those governing marketing and data privacy.  Client acknowledges and agrees that it is responsible for reviewing and approving all creative materials and campaign details before production begins.

RecruitCard represents and warrants that it will conduct all advertising campaigns in accordance with industry standards RecruitCard represents that it will comply with applicable postal regulations.  RecruitCard agrees to provide periodic reporting to Client regarding the available performance data.

11. Indemnification. Each party, at its own expense, will indemnify, defend and hold harmless the other party, its affiliates and their employees, representatives and agents (the “Indemnified Parties”), against any third-party claim, suit, action, or other proceeding brought against the Indemnified Parties based upon, incident to, arising from, or in connection with the breach by the indemnifying party of any of its obligations hereunder. Further, Client agrees to indemnify and hold RecruitCard and RecruitCard’ website affiliates harmless against any and all expenses and losses of any kind (including reasonable attorney’s fees and costs) incurred by RecruitCard or its web site affiliates in connection with any claim of any kind arising out of publication of the Content (including, without limitation, any claim of trademark or copyright infringement, libel defamation, breach of confidentiality, false or deceptive advertising or sales practices) and/or any material of Client to which users can link through the Content.

12. DISCLAIMER; LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE STATED HEREIN, RECRUITCARD’S SERVICES AND LEADS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND RECRUITCARD DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, UNINTERRUPTED SERVICE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. RecruitCard shall not be liable for any advertisers or content providers whose content appear on RecruitCard, nor the contents of any advertisements, web sites or web page. In the event that RecruitCard fails to display any Content in accordance with the Service Agreement (or in the event of any other failure, technical or otherwise), the sole liability of RecruitCard to Client shall be limited to placement of “make-good” advertising during a reasonable time after. In no event shall either party be responsible for any consequential, special, indirect, incidental, lost profits, or other indirect damages arising from the Service Agreement.  Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from conditions beyond its control. Except for confidentiality and indemnification obligations, neither party’s liability (whether in contract, tort or otherwise) shall exceed the amount of revenue then due and payable to RecruitCard under the Service Agreement or Five Hundred ($500) Dollars.

13. Remedies Cumulative. Except as otherwise expressly specified herein, the rights and remedies granted to each party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies that such party may possess at law or in equity.

14. Notice. All notices, requests, consents, and other communications under this Agreement shall be in writing (which includes paper, facsimile or email communication), and shall be delivered by hand, sent by reputable overnight courier service or electronic facsimile transmission (with proof of transmission) or mailed by first class certified or registered mail, return receipt requested, postage prepaid, to the Parties at the respective contact point set forth in the Service Agreement.  Notices provided in accordance with this Section shall be deemed delivered (i) immediately if personally delivered or sent by email or electronic facsimile transmission, or (ii) if sent by overnight courier service, 24 hours after deposit with such courier service, or (iii) if sent by certified or registered mail, return receipt requested, 48 hours after deposit in the mail. Either Party may change the address to which notices, requests, demands, claims, or other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.

15. Assignment. Client may not resell, assign or transfer any of its rights hereunder. RecruitCard may assign this Agreement to an entity that acquires all or substantially all of RecruitCard's assets or business.

16. Independent Contractors; No Agency. The Parties are independent contractors and nothing contained in this Agreement shall be construed to (i) give either Party the power to direct and control the day-to-day activities of the other; (ii) create or constitute a partnership, joint venture, franchise, employment or agency relationship between the parties; or (iii) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.

17. Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, as if entered into and to be wholly performed in Florida and without regard to conflicts of law principles. In any action brought hereunder, each party hereby consents to the jurisdiction of the Federal or state courts of the State of Florida, and waives any jurisdictional, venue or inconvenient forum objections thereto.

18. Miscellaneous. No conditions other than those set forth in the Service Agreement or these Standard Terms shall be binding on either party unless expressly agreed to in writing, including, but not limited to any online end user license agreement or other on-line terms required to authorize access and/or start services under the Service Agreement.  In the event of any inconsistency between the Service Agreement and these Standard Terms, these Standard Terms shall control. The Service Agreement may be amended only by written agreement executed by an authorized representative of each party, provided that RecruitCard reserves the right to update these Standard Terms from time to time.  Any such changes will be effective upon posting them to RecruitCard’s website.  This Agreement constitutes the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.

Effective Date:  January 31, 2025