PLEASE REVIEW THE IMPORTANT SUBSCRIPTION TERMS IN SECTION B BELOW.
A. GENERAL
This agreement (the “Agreement”), is between your company or organization (“Customer” or “you”) and Monster Worldwide, Inc. (Monster”). Monster and its affiliates operate internet-based interactive job posting and search service/career destination portals on “Monster” branded and/or Monster owned sites (collectively, the “Sites”). This Agreement contains terms and conditions applicable to the products and services (“Services”) provided by Monster to Customer.
The term (“Term”) of this Agreement will begin on the date the Customer purchases Services from Monster (the “Effective Date”) and will continue so long as Customer continues to utilize Services. This Agreement may not be terminated by either party, except as specifically set forth in this Agreement. If Customer materially breaches this Agreement, upon notice to Customer, Monster may immediately suspend all Customer passwords and access codes until the breach is cured and if applicable, immediately remove any job ads or other content that violates any Monster Site terms of use. Either party may immediately terminate this Agreement and all outstanding Orders if the other party materially breaches this Agreement, which breach is not cured within ten (10) days after receipt of written notice thereof. The terms of Sections 2, 4, 8 and 9 shall survive any expiration or termination of this Agreement.
(a) As between Monster and Customer, any intellectual property, including but not limited to job ads, logos, advertisements and/or any other content provided by Customer (“Customer Content”) for placement on any Site and all other proprietary rights therein are and shall at all times remain Customer’s property. Customer grants to Monster, its affiliates and contractors a royalty-free, fully paid up, non-exclusive and worldwide license to use, copy, reproduce, publish, perform, display, and distribute such Customer Content (in whole or in part) solely in connection with the Services provided during the term of this Agreement.
(b) Monster and its licensors shall retain all right, title and interest, including all intellectual property rights, to and in: (i) any proprietary technology and software contained or incorporated in or part of the Sites and (ii) the content (excluding Customer Content) on or part of the Sites (including without limitation all resumes), and all elements which are a part of or incorporated in (or constitute a collection or compilation of) any of the foregoing.
(a) Customer shall use any information or data received from Monster, including but not limited to resume data (“Data”), solely in accordance with all applicable laws and as provided in each Site terms of use. Customer shall take appropriate measures to protect the Data from loss, misuse, unauthorized access, disclosure, alteration or destruction. Customer shall use all Services and Data provided hereunder solely for its own internal business purposes and shall not resell or transfer to any third party any Services or Data; provided, however, that Customer may use the Services for and transfer Data to third parties if Customer is an authorized recruitment or staffing company using such Data explicitly for employment purposes.
(b) Customer shall comply with the terms of use of each Site described in an Order or accessed by Customer. Terms of use of each Site are available from the applicable Site’s homepage through the link “Terms of Use.” To the extent there is any inconsistency between any accessed Site’s terms of use described in this paragraph and the terms of this Agreement, the terms of this Agreement will control.
Monster warrants that Monster will perform Services in a professional manner in accordance with prevailing industry standards. Monster disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) usage statistics; (iv) availability and/or delivery of any impressions; (v) clicks; and (vi) conversions or other results for any Job Ad. Clicks are anonymous and Monster has no responsibility for confirming a user’s identity. A click on your job ad does not guarantee interest in such job ad. EXCEPT FOR THE FOREGOING, MONSTER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO ITS SERVICES OR THE SITES, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF ITS SERVICES OR THE SITES.
Each party (each, in such capacity, the “Indemnifying Party”) shall indemnify the other party, its affiliates and their respective officers, directors, employees and agents (each, in such capacity, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against any third party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from: (a) infringement or alleged infringement of any patent, copyright, trade secret or other proprietary right of any third party, arising out of or relating to, (i) in the case of Monster, the delivery of the Services and (ii) in the case of the Customer, the provision of any material to any Site by or on behalf of the Customer and (b) in the case of Monster, gross negligence or willful misconduct arising out of or relating to the delivery of the Services. The Indemnifying Party’s obligations hereunder will only apply if the Indemnified Party notifies the Indemnifying Party promptly in writing as to any such claim, action or demand, provided, however, that the Indemnifying Party's indemnity obligations shall not cease unless the failure to so notify materially prejudices its ability to defend the claim.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT (INCLUDING THE ORDER), EXCEPT FOR OBLIGATIONS OF AN INDEMNIFYING PARTY UNDER SECTION 8 OR BREACHES OF SECTIONS 4 OR 6(a), BUT WITHOUT IN ANY WAY LIMITING CUSTOMER’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT, (A) NO PARTY WILL BE LIABLE TO ANY OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF, AND (B) EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY PRODUCT, THE SERVICES PROVIDED HEREUNDER OR ANY SITE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO MONSTER DURING THE TERM HEREOF.
Customer agrees with respect to its use of the Services to comply with all applicable local, national and international laws, regulations and executive orders, including but not limited to those relating to labor and employment, data privacy, data access and use, and intellectual property. Each party to this Agreement shall be acting as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture or any type of agency relationship between Monster and Customer or any of Customer’s employees or agents. This Agreement, which may be executed in counterparts, contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), as well as any purchase orders not supplied by Monster that have been or may from time to time be submitted by Customer, and cannot be amended or waived except by a writing signed by all of the parties. Neither party may assign this Agreement in whole or in part, by operation of law, merger, asset or stock sale or transfer, or otherwise, without the prior written consent of the non-assigning party, except (i) in connection with a merger, consolidation, reorganization or sale of all or substantially all assets of the assigning party, or (ii) to a party controlling, controlled by or under common control with the assigning party. No party has relied on any representation or warranty of any other party not expressly set forth in this Agreement. No failure or delay on the part of any party in exercising any right or remedy provided in this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of or failure to exercise any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy under this Agreement. This Agreement, and any disputes between Customer and Monster relating to this Agreement, shall be governed by and construed in accordance with the laws of the State of New York excluding: (i) its conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. Each party’s performance under this Agreement is subject to Force Majeure. "Force Majeure” shall mean any unforeseeable event beyond a party’s reasonable control. All notices given hereunder shall be given by first class mail, return receipt requested or overnight courier, to the Customer at the address set forth below and to Monster at 133 Boston Post Road, Weston, MA 02493, USA, Attn: Legal Department or by email to legalnotices@monster.com, and shall be deemed given upon actual delivery thereof. No terms of this Agreement are enforceable by any person who is not a party to it.
B. SPECIAL
Subscription Terms
When you subscribe, you will select one of the offered subscription plans (“Plans”). Monster offers Standard Plans, which do not require a subscription payment, and Pro Plans, which do require a subscription payment. You can find information about your Plan in the Company Settings section of your account on the Monster website. Each plan has different terms as specified below.
(a) Standard Plan. Standard Plans do not require any subscription payment. A Standard Plan Customer may utilize Promoted Job Ads as specified below and will be charged on a pay for performance basis as discussed below under “Promoted Job Ads”
(b) Pro Plan. Pro Plans require an initial payment for the initial subscription period (one month or one year or as otherwise stated where you select your Plan) and provides the Customer with the specified number of Monster Credits for use during the initial term and each renewal term (each, a “Plan Period”). If you are upgrading to the Pro Plan from the Standard Plan, your first Plan Period will begin upon the processing date of your upgrade and that will become your monthly billing date. Any unpaid activity under the Standard Plan will be billed to your payment method on file. Monster Credits may be used for Promoted Job Ads or Resume/CV Database Actions. After all Monster Credits for a Plan Period are utilized, additional usage will be charged to your payment method on file as noted below under “Overages.”
IF YOU HAVE SELECTED A PRO PLAN, YOU ACKNOWLEDGE AND AGREE THAT YOUR PAID SUBSCRIPTION WILL AUTOMATICALLY RENEW UNLESS YOU CANCEL IT OR WE SUSPEND OR TERMINATE IT IN ACCORDANCE WITH THESE TERMS AND YOU MAY BE CHARGED OVERAGES AS DISCUSSED IN THESE TERMS.
(A) Pro Plan Renewals. Pro Plans will automatically renew for recurring Plan Periods for the specified duration (e.g., every month, annual or other period), unless you terminate your Pro Plan as specified in below prior to the end of the current Plan Period. At the time of the automatic renewal, the applicable subscription fees will be charged to the payment method provided and/or associated with your account.
(B) Pro Plan Termination. You may terminate your Pro Plan and switch to a Standard Plan, which has no fixed payment or commitment, at any time effective at the end of the current Plan Period by accessing Plan Management in the Company Settings section of your account on the Monster website. The only way to terminate your Pro Plan is through your account on the Monster website. So long as you change your plan prior to the end of the current Plan Period, you will not be charged for the next renewal term. You agree and accept that you will not receive any refund of prepaid fees if you request a termination of your Pro Plan and that the termination request shall become effective at the end of the Plan Period in which the cancellation notice is received by Monster.
(C) Monster Credits. During each Plan Period, you will receive a set amount of Monster Credits as specified when you selected your Pro Plan. The Pro Plan Monster Credits may be used for Promoted Job Ads or Resume/CV Database Actions as specified in the Promoted Job Ad Terms and Resume/CV Database Action Terms below. You must utilize your Pro Plan Monster Credits during the Plan Period in which they were received. All unused Pro Plan Monster Credits received for a Plan Period will expire at the end of the Plan Period and will not roll over into the next Plan Period. Monster may also at its discretion award you with Monster Credits for promotional or other purposes. These awarded Monster Credits will be utilized in the same way as the Monster Credits received as part of your Pro Plan but the awarded Monster Credits will not expire at the end of the Plan Period. Each Monster Credit will have the value specified when you selected your Pro Plan.
(D) Pro Plan Overages. Your available Monster Credits will be used first for any Promoted Job Ads and Resume/CV Database Actions during a Plan Period. You will automatically be charged for any additional usage during a Plan Period beyond the amount of your Monster Credits for that Plan Period (“Overages”). Overages will be billed to your payment method on file as specified under Payment Terms below at certain intervals based on cumulative amount of charges, including at the end of each Plan Period. You can access and monitor the usage of your Monster Credits within your account on the Monster website. You are responsible for usage on your account whether or not you have exhausted your Monster Credits during a Plan Period.
(E) Pro Plan Changes. Monster may increase or otherwise change the fee for each Plan Period, may change the Monster Credits offered per Plan Period or otherwise change or add Pro Plans at any time in Monster’s sole discretion with prior notice to you. Any such changes will become effective no earlier than the beginning of your next Plan Period commencing thirty (30) days from Monster’s notice to you of those changes. You may terminate your Pro Plan and switch to a Standard Plan in advance of such a change becoming effective by accessing Plan Management in your account on the Monster website prior to the effective date.
Monster will promote the job advertisements (each, a “Job Ad”) submitted by the Customer as follows. Customer selects the promotion package, including the daily average budget and duration for the promotion. The daily average budget can be viewed and modified in the Jobs Dashboard in your account on the Monster website. Customer will only pay for the views that the Job Ad receives resulting from a click, tap, swipe or other action by a user to view or apply to the Job Ad (each, a “Click”). The price per Click (“PPC”) will vary based on type of job advertised, supply of and demand for Clicks, and other factors and is determined by Monster in its sole discretion. If the Customer has selected a limited duration for the promotion, the maximum that Customer will pay for Clicks is equal to the daily average budget of the selected promotion package multiplied by the number of days of the duration of the promotion selected by Customer. Estimates of the number of applications that will result from the selected level of promotion are based on past results and are not a guarantee of performance.
(a) Cancellation. Customer may cancel the job promotion at any time by accessing their account on the site and selecting the option to cancel and Monster will promptly remove the Job Ad from distribution. Clicks may still occur on cancelled Job Ads due to prior distribution and Customer will be charged for those Clicks. Monster may in its sole discretion with notice to Customer cancel any Job Ad.
(b) Distribution. Monster may distribute the Job Ad to anywhere within Monster’s Job Ad Network, which may include websites owned or affiliated with Monster, other websites, applications or advertisements on mobile devices, and email and social media communications. By promoting your Job Ad, you are requesting that Monster manage your Job Ad and attempt to obtain Clicks. Such management of promoted Job Ads is in Monster’s sole discretion and is provided without warranty as to how and where Monster shall place or promote such Job Ads, including whether or not and where the Job Ad will appear in any particular search result, or how many Clicks will be received.
(c) Payment. If Customer has selected a Standard Plan, the credit card or bank account provided by Customer will be charged or debited for Clicks. The charges or debits will occur at certain intervals based on elapsed time or cumulative amount of charges for all Clicks during the specific interval. If Customer has selected a Pro Plan, the Monster Credits held by the Customer will be applied and, if all of Customer’s Monster Credits available have been utilized, Customer will be charged for Overages as discussed in the Overages section above. Charges will be based on the effective PPC at the time of the Click. Once the job promotion’s duration has been reached, the Job Ad will no longer be promoted by Monster. Clicks are measured solely by Monster. Monster takes reasonable measures to prevent multiple Clicks from automated clicking tools, robots, or other deceptive software.
(d) Job Ad Requirements. Customer agrees that all Job Ads submitted to Monster will relate to specific live job positions and will not be stock or generic job descriptions. Monster specifically prohibits and Customer agrees not to post any Job Ad on any Monster Websites that: (i) does not comply with applicable local, national and international laws; (ii) contains links to any site competitive with Monster; (iii) contain ""hidden"" keywords or keywords that are irrelevant to the job or are otherwise misleading or that contain hyperlinks; (iv) is for modeling or talent or talent scouting positions; (v) contains any franchise, pyramid scheme, ""club membership"", distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment; (vi) pays commissions only, except for postings that make clear that the available job pays commission only and clearly describes the product or service that the job seeker would be selling, in which case such postings are permissible; or (vii) requires recruitment of other members, sub-distributors or sub-agents. For Job Ads in the U.S., Monster specifically prohibits and Customer agrees not to submit any Job Ad requiring U.S. citizenship or lawful permanent residence in the U.S. as a condition of employment, unless otherwise required in order to comply with law, regulation, executive order, or federal, state or local government contract; the use of any screening requirement or criterion in connection with a Job Ad where such requirement or criterion is not an actual and legal requirement of the job.
For Customers who select a Pro Plan, Monster will permit Customer to find, view and message candidates in Monster’s resume database (the “Database”). Authorized users (each, a “User”) under the direct control of Customer may access the Database and messaging tool through an individual user account and password. Customer will be charged for each Resume/CV Action listed below at the price per Resume/CV Action specified in the Monster+ Plan details in the Company Settings section in your account on the Monster website or as provided in a notice to Customer at least thirty (30) days in advance of a change in price. The Monster Credits held by the Customer will be applied to such charges and, if all of Customer’s Monster Credits available have been utilized, Customer will be charged for Overages as discussed in the Overages section above.
(a) Resume/CV Actions. A Resume/CV Action occurs when a resume/CV is viewed or contacted following a Database search or other action is taken. Examples of a single Resume/CV Action include without limitation when a User: (i) views a candidate profile or resume, (ii) downloads a candidate profile or resume, (iii) sends a message to a candidate, (iv) forwards a candidate profile or resume to a team member of Customer, or (v) adds a note to a candidate profile or resume. A Resume/CV Action also occurs when the Monster messaging tool messages each candidate by email as part of a message campaign created by a User. The number of messages sent per day through the messaging tools will be limited by Monster and may vary over time. Follow-up messages and replies to candidates for the first 30 days following the initial message are not counted as a new Resume/CV Action. Customer agrees to respect candidate requests to be opted out from Customer contact. Monster does not guarantee that messages will successfully reach each candidate’s personal inbox.
(b) Usage Restrictions. The Database shall only be used by employers and staffing companies for the purpose of seeking employees and may not be used to send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited texts regarding promotions and/or advertising of Customer’s or a third party’s products or services. The Database may also not be used to source candidates or to contact job seekers or resume holders in regard to any fee-based business opportunities or franchise opportunities.
Monster may modify or cease to offer any and all subscription plans by giving you notice at least thirty days prior to any renewal date, including as discussed in the Pro Plan Changes section above. Customer may suspend or terminate any Job Ad promotion as discussed above and may terminate your Pro Plan and switch to a Standard Plan, which has no fixed payment or commitment, as discussed above.
When you first subscribe, you will provide Monster with a valid, accepted payment method that Monster will use to pay for the Monster Services, such as a valid debit or credit card or debit account information (“Direct Debit”) and authorization. All fees payable by Customer for the Services are due in full without deduction. For the Pro Plan, as discussed above, fees will be charged for (i) the initial Plan Period, (ii) any renewal Plan Period, (iii) and any Overages. For the Standard Plan, fees will be charged based on usage as described above.
If you are a new customer paying by Direct Debit, you will be required to complete a mandate which will be sent separately to Customer (with Customer’s bank account number, sort code, name of bank and name of account holder). If Customer has made payment via Direct Debit to Monster within the last 12 months, Monster will continue to use the same bank details it has on record until such time Customer notifies it differently. Customer must be the Direct Debit account holder. Customer warrants that it is the owner of the account used for the Direct Debit and the signatories on the Direct Debit instruction are authorized. Customer authorizes its bank to disclose to Monster, and to its subcontractors and agents, details about its bank account in so far as is necessary in connection with this Agreement and to inform Monster if its Direct Debit Authority is terminated at any time. If a Direct Debit payment fails, Customer must immediately arrange for the charges to be paid by other means in addition to any fees incurred by Monster in relation to the failed Direct Debit payment.
Customer shall be responsible for all taxes, such as VAT, sales and use tax, gross receipts tax, withholding tax, and any similar tax, imposed on or in connection with the Services, other than Monster’s income and property taxes. Such tax will be calculated and included at the time of payment for a Pro Plan subscription or invoicing of Clicks or Overages.
Monster may immediately cancel your subscription if a subscription, Click or Overage fee has not been paid and cannot be collected in full from your preferred billing method.
You are responsible for all activity, acts or omissions of any person or entity that is able to access the Services under your account and you will limit access to the number of users that are allowed under your account to those permitted under your selected Subscription Plan (each, an "Authorized User"). Additionally, you agree that: (i) you will not share log-in credentials and account information with third parties; (ii) you will not sell or sublicense access to your account or the Services; (iii) you will not charge, or receive payment, in cash or in kind, from any individual or entity for use of, or access to, any portion of the Services; (iv) you will ensure that Authorized Users comply with this Agreement and any other Specific Terms of Service or other agreement that you have with Monster; (v) you will immediately notify Monster of any suspected or alleged violation of this Agreement, including any unauthorized use of any password or account information, or any other known or suspected breach of security; and (vi) you will cooperate with Monster with respect to investigation of any suspected or alleged violation of this Agreement and any action by Monster to enforce this Agreement. Monster may suspend, limit, condition, or terminate an Authorized User's access to the Services or any features thereof, in the event that Monster reasonably determines that such Authorized User has violated this Agreement or appears likely to do so.