By utilizing Jobscience, you are agreeing to a license of certain computer programs in accordance with the terms and conditions contained in this Agreement. Licensee has read, understands and agrees to the terms and conditions of this Agreement and has duly authorized the individual signing this Agreement on its behalf to do so. Licensee intends to protect such confidential information of the licensor from unauthorized use and disclosure. In consideration of the disclosures, the parties hereby agree as follows:
Provision of Service. JOBSCIENCE shall make the Service available to Customer pursuant to a thirty (30) day trial as set forth in this Agreement. Jobscience shall provide materials to support the usage and evaluation of the product.
Customer Responsibilities. Customer is responsible for all activities that occur under Customer’s User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify JOBSCIENCE promptly of any such unauthorized use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service and, if using the Service outside of the United States, not use the Service in a manner that would violate any federal or state laws of the United States if conducted therein.
During the usage and/or review of the product this Agreement shall apply to: (a) confidential or proprietary exchanged material and information (in written, taped or computerized form or format) that is clearly and prominently marked “Proprietary” or “Confidential”; and (b) information that is disclosed orally and identified at the time of disclosure as non-public, confidential or proprietary in nature; and (c) the existence of communications between the parties about the potential strategic alliance, acquisition or other business relationship hereinafter referred to collectively as “Confidential Information.”
Licensee agrees to hold Jobscience’s Confidential Information in confidence and to use it solely for the purposes contemplated herein and agrees further that the Confidential Information shall not be used for any other purpose nor disclosed to any third party without the prior written consent of Jobscience. Licensee agrees it shall apply the same level of confidential treatment to the other party’s Confidential Information as it does to its own Confidential Information. The parties may disclose the Confidential Information to their respective officers, directors, parent companies, subsidiaries, employees, attorneys and advisors working in connection with the purpose for which the Confidential Information is disclosed but only to the extent necessary to carry out that purpose and subject to all requirements of confidentiality set forth in this Agreement.
Use Guidelines. Customer shall use the Service solely for its internal business purposes as contemplated by this Agreement and shall not:
(i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third-party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.
## Ownership & Restrictions
This Agreement does not convey title or ownership to Licensee, but instead gives Licensee only the limited rights to trial the product and reserves all rights for Jobscience Inc. not expressly granted by this Agreement. Licensee hereby acknowledges that disclosure of any Confidential Information in violation of the terms hereof would cause irreparable harm to Jobscience. Without prejudice to the rights and remedies otherwise available, Jobscience is entitled to equitable relief through injunction if the other party or any of its employees, agents or representatives breaches any provision of this Agreement.
Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Service or JOBSCIENCE Technology; (ii) “frame” or “mirror” any content forming part of the Service, other than on Customer’s own intranets or otherwise for its own internal business purposes; or (iii) disassemble, reverse engineer, or decompile the Service or JOBSCIENCE Technology, or access it with the intent to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Service in violation of applicable intellectual property laws, or (C) copy any ideas, features, functions or graphics of the Service in violation of applicable intellectual property laws. JOBSCIENCE acknowledges that Customer is in the business of providing talent relationship management products and services. Licensee acknowledges that the Licensed Software, in its source code form, contains valuable trade secrets belonging to Jobscience. Licensee may not reverse engineer, unencrypt, decompile, disassemble or otherwise translate the Licensed Software or allow anyone else to do so.
Suggestions. JOBSCIENCE shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the operation of the Service.
Governing Law & Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. Both parties hereby consent and submit to personal jurisdiction of courts situated in San Francisco County, California, and all disputes arising in connection with the Agreement shall be heard only by a court of competent subject matter jurisdiction situated in San Francisco County, California.