Acceptance of User Agreement. By using or registering for the Services, you acknowledge that you have carefully read, and have agreed to be bound, by the terms and conditions in this User Agreement. If you do not wish to be bound by the terms and conditions set forth in this User Agreement, you may not access or use the Services.
Scope of Services. Client may hire ConnectHR to provide Services to Client in connection with the FasCast application, which is a web-based, human resource solution that may or not include telephone, email and/or text message marketing for available positions. The details of individual projects relating to the Services and compensation will be outlined in an additional document (the “Supplement/s”). All written Supplements shall be signed by an authorized representative of both parties. ConnectHR will commence the Services as detailed in the Supplement and will continue such Services diligently and without delay, in a good and workmanlike manner as requested.
Payment for Work. The consideration to be paid by Client to Company for the Services shall be provided at the rates set out in the Company pricing plan at the time of subscription, plus applicable taxes, fees, and surcharges. Company may modify subscription Service Fees at renewal periods.
In the event of a dispute, Client shall notify ConnectHR of such dispute in writing within thirty (30) calendar days of receipt of ConnectHR’s invoice. In the event either party institutes suit to enforce any right or obligation against the other party, then the prevailing party to such action shall be entitled to recover reasonable attorney’s fees, court cost and all other expenses related thereto.
Relationship of Parties. The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither Party may assume or create obligations on the other Party’s behalf, and neither Party may take any action that creates the appearance of such authority.
Term and Termination.ConnectHR subscriptions shall automatically renew on a monthly basis at the rate indicated on the ConnectHR pricing plans presented to Client. Clients may discontinue their subscription at any time by formal, written notice. There are no refunds or credits for any partial-month subscription periods.
At Company’s sole discretion, Company per-message service plans may expire after one hundred eighty (180) days of inactivity or upon exhaustion of the messages. Inactivity is defined to mean that Client has neither purchased an additional per-message plan, nor initiated a broadcast. Company per-message service plans are non-refundable.
Proprietary Information. Client acknowledges that ConnectHR’s Services, computer, software, materials, products, marketing, selling and business plan is unique and proprietary to the ConnectHR. Client will, no doubt, in the course of this Agreement have access to the ConnectHR’s proprietary Services, software, work-product, and documents relating to the Services and become familiar with the scope and nature of the ConnectHR’s business, clients, related contacts, methods of operation, operating procedures, and systems. Client acknowledges that the uniqueness of ConnectHR’s Services is crucial to the success of ConnectHR, are proprietary to ConnectHR, and are not generally known to the public. Client recognizes the ConnectHR’s legitimate business interests in protecting the ConnectHR from competition by third-party businesses and individuals who learn about ConnectHR’s methods.
Client Contacts Information. Client shall provide ConnectHR with accurate and complete contact information when registering for or using ConnectHR’s Services, and to update and maintain such information. ConnectHR has the right to suspend, restrict or terminate your use of the ConnectHR Services and to refuse any future use of all or portions of the ConnectHR Services if ConnectHR, at any time, including but not limited to if ConnectHR has reason to believe that Client has failed to comply with the requirements in this section.
Client also promises and agrees that it will not provide ConnectHR with contact information for individuals under the age of eighteen. Minors are prohibited from using or registering for ConnectHR’s Services. By using or registering for the ConnectHR Services, Client warrants to ConnectHR that all contacts are above the age of eighteen.
Removal of Phone Numbers. If members or subscribers of Client do not wish to receive messages, they can select OPT OUT to any phone message they receive. Alternatively, Client may notify Company of this request for the removal of a telephone number from a calling list by downloading a file in FasCast.
When Client, Subscriber or member sends a request, that requests must include the first name, last name, and telephone number of the Subscriber or member that is to be removed from the list. Client is ultimately responsible for ensuring that anyone requesting do-not-call status is removed from Client’s calling lists.
Telephone and Text Messaging Charges. ConnectHR is not responsible for any charges that Client may incur from access to the ConnectHR Services. ConnectHR is not responsible for any charges the recipients of Client’s messages may incur from their telecommunications carriers.
Telephone and Text Messaging Transmission. ConnectHR transmits and receives voice and text messages via other major telecommunications carriers and mobile network operators, and thus ConnectHR’s influence over the timing of the receipt or transmission of Client’s messages is within the technical constraints imposed upon ConnectHR. While ConnectHR will use commercially reasonable efforts to further transmit Client’s messages to the applicable network for final delivery to Client’s designated recipients as fast as possible, ConnectHR cannot commit to, and do not guarantee, a specific delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of Client messages and broadcasts across the telephone network and/or Internet. Client may contact ConnectHR for a current list of covered downstream carriers. ConnectHR is not liable for any loss incurred by the failure of a message or broadcast to be delivered, and Client acknowledges that damages for financial or other loss resulting from delivery failure cannot be claimed from ConnectHR for any such non-deliveries.
Terminating and Changing of Services. Client agrees that ConnectHR may limit Client’s use of the ConnectHR Services, including without limitation the frequency and duration for which Client may access the ConnectHR Services, and that ConnectHR has no responsibility or liability for any unavailability or limitation on use of the ConnectHR Services. In addition, ConnectHR reserves the right at any time to limit: access to, modify, change or discontinue the ConnectHR Services, or any part thereof, with or without notice. Client agrees that ConnectHR shall not be liable to Client or to any third party for any modification, suspension or discontinuance of the ConnectHR Services. Client acknowledges and agrees that ConnectHR may establish general practices and limits, which may not be published, concerning the use of the ConnectHR Services, including without limitation the maximum time that messages will be retained, the maximum number of messages that may be sent from or received by an account on the ConnectHR Services, the length of message sent and the maximum number of times, and the maximum duration for which Client may access the Services, in a given period of time. Client agrees that ConnectHR has no responsibility or liability for the deletion or failure to store any messages and other communications maintained or transmitted by the ConnectHR Services. Client acknowledges that ConnectHR reserves the right to terminate any inactive or dormant account(s). Client agrees and ConnectHR reserves the right to change these general practices and limits at any time, in ConnectHR’s sole discretion, with or without notice.
(A) ConnectHR Text Info allows mobile subscribers to opt-in to receive news and information about Client and its products through SMS messages straight to the subscriber's phone. Standard rates apply to the subscriber’s phone but ConnectHR does not charge any additional premium charges. Subscriber’s will not receive more than thirty (30) messages per month. SMS text message terms: Recurring messages or one time transaction on FasCast Alert reminders on available work positions. Msg&Data rates may apply. Reply STOP to opt out of this program. For help Reply HELP or call us at 800-704-5883. T-Mobile® is not liable for delayed or undelivered messages. The following carriers are supported: Verizon Wireless, AT&T, Sprint, T-Mobile®, Boost, Virgin Mobile USA, Metro PCS.
(B) How Subscribers can opt-out of ConnectHR Alerts and Information Services: To opt-out of the Company Alerts and Info Program , text STOP. No additional messages will be sent from the FasCast application after that, unless that phone number OPTS IN.
(C) Support/Help: For support or information about our ConnectHR Text Info, email ConnectHR at firstname.lastname@example.org or call 314-300-5605.
Restriction of Spam. ConnectHR will immediately terminate Client’s Services if Client is transmitting or is otherwise connected with any spam, other unsolicited messaging activities, or any calling which ConnectHR unilaterally deems in violation of the Telephone Consumer Protection Act. Activities such as sending spam or other unsolicited messages can cause harm to ConnectHR (and our customer base) in numerous ways including, but not limited to, damaging the ConnectHR brand name, damaging ConnectHR’s reputation for delivering relevant messages, damaging ConnectHR’s reputation for privacy, damaging ConnectHR’s ability to attract and retain customers, and damaging other consumer, customer and business goals, activities, or relationships. ConnectHR retains sole responsibility and discretion for calculating losses; because these and other damages are often difficult to quantify, if actual damages cannot be reasonably calculated by ConnectHR; then Client agrees to pay ConnectHR liquidated damages of $5.00 for each piece of spam or unsolicited message transmitted from or otherwise connected with your ConnectHR account; otherwise, you agree to pay ConnectHR's actual damages, to the extent such actual damages can be reasonably calculated by ConnectHR.
Company Services Restrictions. As a condition of Client’s use of the ConnectHR Services, Client agrees and warrants to ConnectHR that Client will not use the ConnectHR Services, or allow others to use the ConnectHR Services under Client’s account, for any purpose that is unlawful or prohibited by the Telephone Consumer Protection Act. Client may not use, or allow others to use, the ConnectHR Services in any manner that could damage, impair, disable or overburden the ConnectHR Services, interfere in any way with ConnectHR’s rights, interfere in any way with any other Client’s use and enjoyment of the ConnectHR Services, or otherwise infringe on any person's rights. Specifically, Client agrees and warrants to ConnectHR that:
(A) Client will not use, or attempt to use, the ConnectHR Services to convey any information that may be considered unlawful, harassing, libelous, abusive, threatening, obscene, hateful, offensive, harmful, vulgar, distasteful, defamatory, indecent, objectionable, or invasive of another person's privacy or proprietary rights;
(B) Client will not use, or attempt to use, the ConnectHR Services in connection with any junk messages, spamming or messages that are duplicative or unsolicited in nature;
(C) Client will not send, or attempt to send, messages to emergency lines, to any health care facility or similar establishment, to numbers assigned to radio common carrier Services or to any Services for which the called party is charged for the call;
(D) Client will not transmit, or attempt to transmit, any material that may infringe the contractual, fiduciary, intellectual property rights, or other rights of third parties, including trademark, copyright or the right of publicity;
(E) Client will not initiate prerecorded telemarketing calls, or any prerecorded call that is part of a plan, program or campaign to induce the purchase of goods or Services or a charitable contribution, when using the ConnectHR Services;
(F) Client will not initiate prerecorded political calls using the ConnectHR Services. This includes any message designed to support or oppose a political campaign or issue, or that solicits a contribution to any non-profit organization;
(G) Client will not use the ConnectHR Services to initiate any calls to recipients if you have obtained their contact information from a third-party list provider;
(H) Client will not use the ConnectHR Services to initiate any text message to recipients that did not opt in to receive your messages after receiving all required disclosures under any applicable law related to your use of ConnectHR’s text messaging Services;
(I) Client will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with ConnectHR, or otherwise attempt to mislead others as to the identity of the sender or the origin of a message;
No Responsibility for Content. As part of the ConnectHR Services, ConnectHR may offer Client access to communications, media and commerce Services. ConnectHR does not guarantee the accuracy, integrity, quality or appropriateness of any messages, communications, information, data, text, music, sound, or other materials ("Content"), whether publicly posted or privately transmitted through the ConnectHR Services. Client acknowledges that the ConnectHR Services simply acts as a passive conduit for the distribution and transmission of information. Client acknowledges that ConnectHR has no obligation to screen, preview, or monitor such Content. By using the ConnectHR Services, Client agrees that it is solely Client’s responsibility to evaluate the accuracy, usefulness, completeness, or appropriateness of any Content that Client initiates, receive, access, post, or otherwise transmit through the ConnectHR Services, including Content that may be offensive, indecent or objectionable. Under no circumstances will ConnectHR be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content sent, accessed, posted or otherwise transmitted via the ConnectHR Services.
Limitation of Liability. CLIENT EXPRESSLY AGREES THAT CONNECTHR SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF CONNECTHR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(i) THE USE OR INABILITY TO USE THE CONNECTHR SERVICES;
(ii) THE COST OF ANY SUBSTITUTE GOODS AND SERVICES PURCHASED
(iii) TO REPLACE ANY GOODS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF ANY INFORMATION OBTAINED FROM OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE CONNECTHR SERVICES;
(iv) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR MESSAGES;
(v) STATEMENTS OR CONDUCT OF ANY SERVICES PROVIDERS OR OTHER THIRD PARTY ON THE CONNECTHR SERVICES; OR (vi) ANY OTHER MATTER RELATING TO THE CONNECTHR SERVICES.
Liability Disclaimer. CLIENT AGREES THAT:
(A) CLIENT USES THE CONNECTHR SERVICES AT THEIR OWN AND SOLE RISK. THE CONNECTHR SERVICES IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CONNECTHR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(B) CONNECTHR DOES NOT WARRANT THAT
(i) THE CONNECTHR SERVICES WILL MEET YOUR REQUIREMENTS,
(ii) THE CONNECTHR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONNECTHR SERVICES WILL BE ACCURATE OR RELIABLE,
(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE CONNECTHR SERVICES WILL MEET YOUR EXPECTATIONS,
(v) ANY INFORMATION YOU PROVIDE OR CONNECTHR COLLECTS WILL NOT BE DISCLOSED, OR
(vi) ANY ERRORS IN ANY DATA OR SOFTWARE WILL BE CORRECTED. CLIENT IS ESPECIALLY ADVISED NOT TO USE OR RELY ON THE CONNECTHR SERVICES AND INFORMATION OR ANY OTHER PROGRAM, INFORMATION OR SERVICES WHATSOEVER RELATED THERETO FOR "CONTENT SENSITIVE" OR "MISSION CRITICAL" APPLICATIONS AND USE. "CONTENT SENSITIVE" SHALL MEAN ANY INFORMATION OR DATA CLIENT DOES NOT WISH TO BE ACCESSIBLE TO OTHER USERS. "MISSION CRITICAL" APPLICATIONS AND USE SHALL MEAN APPLICATIONS AND USE THAT MAY RESULT IN DAMAGE.
(C) IF CLIENT ACCESSES OR TRANSMITS ANY CONTENT THROUGH THE USE OF THE CONNECTHR SERVICES, CLIENT DOES SO AT CLIENT’S OWN DISCRETION AND CLIENT’S SOLE RISK. CLIENT IS SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH SUCH ACTIONS.
(D) NO DATA, INFORMATION OR ADVICE OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM CONNECTHR OR THROUGH OR FROM THE CONNECTHR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
Indemnification. At all times after the effective date of this agreement, the Client shall indemnify ConnectHR and its members, managers, employees, affiliates, subsidiaries, successors, and assigns (collectively, the “ConnectHR Indemnitees”) from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims”) that any ConnectHR Indemnitee may incur and that arise from:
(A) the Client’s gross negligence or willful misconduct arising from the Client’s carrying out of its obligations under this agreement; or
(B) the Client’s breach of any of its obligations or representations under this agreement;
Legal Compliance. Client agrees to comply with all provisions of the Federal Telephone Consumer Protection Act of 1991, and any amendments thereto, at 47 U.S.C. § 227, the Federal Communications Commission's implementing regulations, at 47 CFR § 64.1200 et seq., the Federal Trade Commission’s Telemarketing Sales Rule, including the August 2008 Amendment at 16 CFR Part 310, and any other similar Federal or State laws. Client agrees not to violate these, or any other applicable anti-solicitation laws, and represents and warrants that its use of the ConnectHR Services will not violate these or other similar laws.
Client agrees that it is the sole responsibility of Client to abide by any laws defined by the State or Federal Government in which ConnectHR Services will be applicable. Client understands and agrees that ConnectHR will not be held responsible for damages to the Client or any third party incurred due to Client's failure to abide by State and/or Federal laws. Client may visit the Federal Communications Commission Web site at http://www.fcc.gov and the Federal Trade Commission Web site at http://www.ftc.gov. Please refer to the appropriate State Attorney General’s office or other applicable offices for telemarketing rules and or regulations pertaining to your intended application and use of the ConnectHR Services.
Without limiting Client’s obligations under the above-referenced laws, Client agrees and warrants to ConnectHR that:
(A) The owners of the phone numbers Client initiates messages to through the ConnectHR Services have consented or otherwise opted in to the receipt of such messages as required by any applicable law or regulation;
(B) Client will follow any time restrictions under Federal or State law that would be applicable to Client’s use of the Services; and
(C) Client will provide required contact information in all prerecorded messages by stating Client’s organization’s name at the beginning of Client’s message, and a phone number at which Client’s organization can be reached at the end of Client’s message.
Choice of Law. The laws of the state of Missouri govern
Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in Saint Louis County, Missouri.
Assignment. ConnectHR has the right and ability to assign the whole or a portion of this Agreement to a third-party in a sale.
Client may not assign this Agreement or any part thereof, without the written consent of ConnectHR, and the assignment of this Agreement, if so permitted by ConnectHR, shall not relieve Client of any of its obligation(s) hereunder.
Rights and Duties of the Parties. This agreement shall inure to and be binding upon the Parties hereto, their heirs, successors and assigns. This agreement shall be for the benefit only of the parties hereto and is not intended to confer on any third party any rights or benefits herein.
Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
Severability. If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
Notices. Each party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or facsimile.
A Party shall address notices under this section to another Party at the following addresses:
If to the ConnectHR:
If to the Client:
Waiver. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
Entire Agreement. This Agreement constitutes the final agreement of the Parties. It is the complete and exclusive expression of the Parties’ agreement about the subject matter of this Agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither Party was induced to enter this Agreement by, and neither Party is relying on, any statement, representation, warranty, or agreement of the other Party except those set forth expressly in this agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement’s effectiveness.
Headings. The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this Agreement’s construction or interpretation.