These Customer Terms and Conditions, along with the information you (the “Customer” or “you” or “your” means you, your company and agents, as applicable) provided on the order (the Agreement) are entered into by and between you and RecruitVirtual LLC (the “Provider” or we). This Agreement governs your use of the Provider’s service (the “Service”). You and the Provider agree as follows:

1. The Service. Subject to these Customer Terms and Conditions, the Provider will provide you with the Service. The Provider may, in its sole discretion, discontinue any aspect of the Service at any time without liability and/or notice to you. The Service, as applicable, will link or direct internet users to the Providers landing pages, software applications and/or websites based on your keywords, content, and advertising information (collectively, your “Content”). You are solely responsible for your Content, whether generated by or for you; and all services and products which are promoted or advertised via the Service. You understand and agree that your Content may be placed on (a) any property provided by the Provider; and (b) any other property provided by a third party upon which the Provider places Content, including but not limited to email, video, social media and various mobile platforms (each a “Publisher”). The Provider reserves the right to reject, cancel or remove any Content at any time.
2. Service Level and Makegood. The Provider will use commercially reasonable efforts to provide the Service to you as scheduled. You agree and acknowledge that from time to time the Service may be inaccessible or inoperable for any reason, without limitation (including equipment malfunction, periodic maintenance procedures or repairs that the Provider may undertake from time to time, or any causes beyond the control of the Provider). In the event that Service falls below guaranteed levels, as set forth in the Order, you and the Provider will make an effort to agree upon the conditions of additional Service to offset any shortfall (“Makegood”). If no Makegood can be agreed upon, the parties may agree to execute a credit equal to the value of the under-delivered portion of the Order for which you were charged.
3. License. You hereby grant to the Provider and its Publishers, all rights (including but not limited to, all trade names, trademarks, service marks and copyrights) in the Content needed to operate the Service (including but not limited to any rights needed to copy, use, store, publicly display, modify, distribute, perform and transmit your Content).
4. Representations and Warranties. You represent and warrant that (a) you are at least 18 years of age; (b) you have the full right, power and authority to enter into this Agreement; (c) by entering into this Agreement you are not breaching any duty or obligation to any third party; (d) the person executing the Agreement is your duly authorized representative and authorized to bind you to the terms of the Agreement; (e) your Content and any service or product advertised in your Content complies with applicable law and does not contain any content that infringes any intellectual property, contract or tort right of any third party or material or link that is abusive, obscene, defamatory, harassing, grossly offensive, vulgar, threatening, misleading, false or malicious and does not reflect poorly on or tarnish the reputation or goodwill of the Provider; (f) your Content does not contain any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (g) you will not engage in, or cause others to engage in, spamming, or improper malicious, fraudulent, automated (as determined by the Provider) clicking, impressions, inquiries, conversions or other actions. Breach of any of the above representations and warranties may result in immediate termination of this Agreement or suspension of your use of the Service without notice, as well as legal penalties.
5. Payment. Unless otherwise agreed by both parties in writing, before you access the Service, the Provider will process your Payment (“Payment”). Upon confirmation of your Payment, the Provider will provide you with access to the Service. Whether paying in advance or on credit terms, you agree to compensate the Provider for Service regardless of software glitches or errors or other bugs (collectively, “Bugs”) generated as a side-effect of the Service. If you have requested a Recurring Payment, you authorize the Provider to receive Payment by credit card for each subsequent monthly period and/or the parameters of the Order (“Recurring Payment”). You agree that no additional notice or consent is required before the Provider charges your credit card for each Recurring Payment. You will promptly notify the Provider in writing of any changes in your payment information. Late Payments bear interest at the rate of 2% per month or the highest rate permitted by law, if less. You agree to reimburse the Provider for all collection costs associated with your account, including attorneys’ fees, court costs, and filing and process fees. In the Provider’s sole discretion, it may provide you with a credit. Credits will only be provided to be used to offset a future Payment. All payments pursuant to this Agreement shall be in United States Dollars.
6. Disclaimer; Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, the Provider DISCLAIMS ALL WARRANTIES, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. the Provider DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES the Provider MAKE ANY WARRANTY AS TO THE PERFORMANCE OF ANY RESULTS THAT MAY BE OBTAINED BY YOUR USE OF THE SERVICE OR ANY ADVERTISING PRODUCT. IN NO EVENT SHALL the Provider BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST REVENUE, INTEREST, GOOD WILL, LOST DATA, ANY WEBSITE OR NETWORK DOWNTIME, COST OF PROCURING SUBSTITUTE SERVICES OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER ARISING, THAT ARE RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION TO NEGLIGENCE) OR ANY LEGAL THEORY EVEN IF the Provider HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT OF ANY BREACH OF THIS AGREEMENT BY the Provider, the Provider’S LIABILITY TO YOU WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID the Provider PURSUANT TO THIS AGREEMENT. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR CONTENT MAY BE DISPLAYED VIA VARIOUS METHODS CHOSEN BY A PUBLISHER WHICH ARE NOT OWNED, CONTROLLED, DISTRIBUTED, MAINTAINED OR OPERATED BY the Provider. UNDER NO CIRCUMSTANCES, IS the Provider LIABLE TO YOU FOR THE ACTIONS OF A PUBLISHER. Your exclusive remedy, for suspected improper or invalid actions by a Publisher, is for you to make a claim against the Publisher. Under no circumstances will the Provider indemnify you from any loss, damages, costs and fees, including reasonable attorney’s fees arising from or relating to your claim against a Publisher or any action brought by an internet user arising from or relating to the actions of a Publisher.
7. Indemnification. You agree to indemnify, hold harmless and defend the Provider and its directors, officers, employees and agents from any liability, loss, damages, claims, or causes of action, including reasonable attorneys fees arising from or relating to: (a) any allegation that you engaged in conduct which, if true, would breach your warranties and/or obligations under this Agreement; and (b) any third party claims relating to your Content and/or any service or product advertised in your Content.
8. Agencies. If you are an advertising or staffing agency or any other entity representing a Customer (“Agency”), this Section applies, and in such case, in the Agreement, “you” and “your” means the Agency together with the customer. A Customer may also mean entities which are enrolled in the Service by you. Agency represents and warrants that: (a) it is the authorized agent of Customer and has the legal authority to enter into this Agreement on behalf of them; and (b) Agency, by enrolling the Customer in the Service, is also entering into the Agreement with the Provider. Without limiting any provision in the Agreement, Agency and Customer shall be jointly and severally liable for all payment obligations pursuant to Sections 5 and 6. You hereby waive any obligation that may require the Provider to proceed against one or more of you prior to proceeding against any others who may also be liable.
9. Cancellation and Force Majeure. You may cancel the Service by providing the Provider with 30 days advanced written notice of cancellation, including without limitation, by electronic email to sales@recruitvirtual.com. You are responsible to pay for Service in full during the 30-day notice period, regardless of the reason for cancellation. Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure”). To the extent that a Force Majeure has continued for 30 days, you or the Provider have the right to cancel the remainder of the Order without penalty. Notwithstanding the foregoing, Customer is liable for all Service delivered prior to the Force Majeure event. The Provider, in its sole discretion, may cancel the Service at any time.
10. Relationship; Assignment; Severability; Modification. The relationship of the parties under this Agreement is one of independent contractors and no agency, partnership, joint venture, or similar relationship is created hereby. You may not assign or delegate any or all of your rights, obligations, and duties under the Agreement without the prior written consent of the Provider, which may be withheld in the Provider’s sole discretion. If any clause or provision in the Agreement is determined to be invalid or unenforceable, it will not affect the validity of any other clause or provision of the Agreement, which will remain in full force and effect. the Provider reserves the right to modify this Agreement at any time, without notice to you. If you continue to use a Product after any such changes, your continued use will constitute your consent to such modifications.
11. Miscellaneous. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AN ADVERTISING PRODUCT OR THE SERVICE SHALL BE LITIGATED EXCLUSIVELY IN THE FEDERAL AND STATE COURT OF PALM BEACH COUNTY, FLORIDA, USA, AND YOU CONSENT TO PERSONAL JURISDICTION IN SAID COURTS. THIS AGREEMENT IS GOVERNED BY FLORIDA LAW, EXCEPT FOR ITS CONFLICTS OF LAW PRINCIPLES AND SHOULD BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT. The prevailing party in any action arising out of or relating to this Agreement, an Advertising Product or the Service has the right to collect from the other party its costs and attorneys’ fees incurred in said action. Any rights not expressly granted herein are reserved by the Provider. The Agreement constitutes the entire agreement between the parties hereto relating to this specific subject matter thereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Provider. The term and condition of your Order(s) are confidential. Each party shall not disclose the terms and conditions of their agreements except as necessary to comply with a government rule, law or regulation. Any notices to the Provider must be sent sales@recruitvirtual.com. Notice to you may be given to you by electronic email to the address you provided in the Order and is deemed received when sent. The failure by the Provider to exercise or enforce any of the terms or conditions of this Agreement shall not constitute a waiver of the Provider’s rights hereunder to enforce each and every term and condition of this Agreement. You acknowledge that the Service, including, without limitation, all trade names, trademarks, service marks, content, text images, software, media and other material contained therein, is a work or collective work, proprietary to the Provider, protected under copyright, trademark and other intellectual property laws.