Terms and Conditions

1. Introduction. Please read this page carefully. It contains the Terms and Conditions governing your access to and use of advertising services on websites owned or operated by CareerBuilder. These Terms and Conditions are part of and are incorporated into your Service Agreement and are collectively referred to as the “Agreement.”

2. Term. These terms and conditions are effective on the Start Date specified in the Agreement. Services provided hereunder shall begin on the date the services are implemented and shall continue for the period specified in the Agreement (the "Term") unless earlier terminated pursuant to this Agreement. Either party shall have the right to terminate this Agreement at any time and for any reason upon two (2) business day’s prior written notice to the other party. In accordance with the provisions above, Advertiser understands and agrees that CareerBuilder sells advertising space through an auction process and that this Agreement may be terminated upon two (2) business days prior written notice if CareerBuilder receives a higher bid than that offered by Advertiser for the advertising space described on page one of this Agreement.

3. Advertising. Except as expressly provided in this Agreement, the positioning of all advertisements is within the sole discretion of CareerBuilder. CareerBuilder may run advertisements on any website owned by CareerBuilder unless otherwise stated in this Agreement. In an advertising campaign, CareerBuilder arranges the media schedule while Advertiser provides advertising creative suitable to the advertising specs provided to be used for a particular campaign. As part of its advertising services, CareerBuilder offers advertising reports, including impression summaries. "Impressions" are measures of the number of times a banner is displayed. A one-month run date is defined as the period from 12 midnight on the first day of the calendar month to 12 midnight on the last day of that calendar month. Actual impressions for any given month may vary. Unless, otherwise specified in the Agreement, CareerBuilder is authorized to (i) continue the advertising campaign beyond the Agreement’s End Date for the sole purpose of providing the above agreed upon quantity of banner impressions; and (ii) over-serve banner impressions up to, but not exceeding, ten percent (10%) of the contractually agreed upon quantity

4. Billing, Payment and Credit. Advertiser will be billed for advertising services following each monthly period CareerBuilder runs Advertiser's advertisements. Payments will be based on actual advertisements delivered in accordance with this agreement. In the case of under delivery CareerBuilder will roll advertising into the next calendar month. All payment obligations hereunder shall survive termination or expiration of this Agreement. All charges for services provided by CareerBuilder are due within thirty (30) days of receipt of the CareerBuilder invoice ("Due Date"). In the event of nonpayment of all or any portion of an account, CareerBuilder reserves the right to immediately terminate this Service Agreement upon written notice to Advertiser (email or otherwise), and immediately suspend the entire Advertiser account. Accounts that are not paid by the Due Date are considered past due (“Past Due”), and Advertiser Account may be subject to hold, and or discontinuation of service. Past Due amounts will incur overdue interest of 1.5% per month.

   CareerBuilder may, but is not obligated, to extend credit or to continue to extend credit to any Advertiser and may change any credit limit at any time in its sole discretion. CareerBuilder shall not be obligated to deliver any ads in excess of any credit limit granted. CareerBuilder reserves the right to conduct a formal credit review of Advertiser, and service activation will occur upon completion of credit review by CareerBuilder.

   Advertiser represents and warrants that all client information, including but not limited to credit card information and invoicing information (email address, telephone number) provided herein or to a CareerBuilder representative, is complete and accurate, and that no additional information is necessary for payment of CareerBuilder invoices.

5. No Assignment or Resale of Ad Space. Advertiser may not resell, assign or transfer any of its rights hereunder. In the event of any attempt to resell, assign or transfer any of such rights, CareerBuilder may immediately terminate this Agreement, without liability to CareerBuilder. In such an event, Advertiser will not be paid a refund of any amounts paid hereunder

6. Customer Service. CareerBuilder provides immediate customer assistance via its Help and Frequently Asked Questions features (both available on the careerbuilder.com web site). Customer Service and Tech Support Representatives are also available by telephone (770) 349-2937 or email customercare@careerbuilder.com

7. Advertiser Content. Advertiser retains full ownership of its creative work and account data including company information and policies, job postings, and resumes. Advertiser is solely responsible for the accuracy of this information, and CareerBuilder will refer any inquiries regarding such information to Advertiser.

8. Approval. All advertisements are subject to CareerBuilder’s approval. CareerBuilder may edit, revise, reject, take down, or cancel any advertisement at any time. CareerBuilder will notify Advertiser of any such action and Advertiser shall be allowed to replace such advertising with acceptable advertising within five (5) days of receipt of the notice. In addition, CareerBuilder (i) may, in its sole discretion, reject any URL link embodied within any advertisement and (ii) reserves the right to reject or terminate the display of an advertisement if it fails to conform to applicable laws and regulations, CareerBuilder's policies, or the public interest. CareerBuilder may reject or remove an advertisement for an advertised site which is not functional or which CareerBuilder deems unsuitable for linking to its Site. CareerBuilder does not accept any ads that spawn pop-ups. CareerBuilder reserves the right to refuse any rich media type and that will require in excess of two days to ensure Site compatibility. Advertisements must comply with CareerBuilder’s Electronic Advertising Policies and Creative Specifications.

9. Representation and Warranty. Advertiser represents and warrants that all advertisements it provides to CareerBuilder pursuant to this Agreement: (i) will comply with applicable laws, rules, and regulations, industry codes, (ii) will not contain any matter that may be defamatory, would expose CareerBuilder to potential liability, or would violate any third-party right including intellectual property rights, (iii) it will abide at all times by all applicable laws, rules, orders, proclamations, ordinances or regulations, including federal and state laws and regulations governing direct marketing (e.g., email, telemarketing, fax), consumer protection and privacy, (iv) all advertisements will be free of any malicious code, malware, adware, spyware, or potentially harmful software functionality, and (v) it is not a party to any agreement that will be breached by or which prohibits its entering into or performing its obligations under this Agreement. If any advertisement gives rise to any third-party claim, CareerBuilder, in addition to any other rights or remedies that may be available, may refuse to display such advertisement.

10. Indemnification. Advertiser agrees to indemnify and hold harmless CareerBuilder, its affiliates and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from (a) Advertiser's breach of this Agreement, (b) from its provision of any material to the Site, including but not limited to claims of breach of third party copyrights or other intellectual property rights, (c) claims of breach of privacy, direct marketing or consumer protection laws or (d) use by Advertiser of any material provided by CareerBuilder. If Advertiser lists an address herein, CareerBuilder will provide notice to Advertiser promptly of any such claim, action or demand and shall assist Advertiser, at Advertiser's expense, in defending any such claim, action or demand.

11. Limitation of Liability. If CareerBuilder fails to publish an advertisement on the Site in accordance with the order agreed upon pursuant to this Agreement (or in the event of any other failure, technical or otherwise, of such advertisement to appear as provided herein), CareerBuilder's sole liability to Advertiser will be limited to a refund of the advertising fee (or portion thereof) relating to any pre-paid advertisements that were not published on the Site. MOREOVER, CAREERBUILDER'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THE ADVERTISEMENTS WHICH ARE THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT PAID BY ADVERTISER TO CAREERBUILDER HEREUNDER. CareerBuilder's performance hereunder is subject to force majeure. In no event shall either party (or any of their respective officers, directors, shareholders, employees, affiliates or agents) be liable for any non-direct damages whatsoever (including, without limitation, incidental and consequential damages, lost profits or business interruption) whether based on warranty, contract, tort or any other legal theory, and whether or not the relevant party is advised of the possibility of such damages.

12. NO CAREERBUILDER WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, CAREERBUILDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO ITS SERVICES OR ITS WORLD WIDE WEB SITE, OR THE FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE THEREOF.

13. Intellectual Property Rights. Each of CareerBuilder and Advertiser owns its respective web site(s) and the material and content on such web sites. Except as set forth in the next sentence, nothing herein grants to one party any right, title, or license to the other party's intellectual property rights. Advertiser grants to CareerBuilder a nonexclusive, worldwide, royalty free license to set up and display Advertiser's advertisement (including any name, trademarks and service marks shown) and to hyperlink from the Site(s) to the advertised site during the term of the agreement between CareerBuilder and Advertiser. Upon termination of this Agreement, CareerBuilder will uninstall the Advertiser's advertisement, and terminate the hyperlink to Advertiser's advertised site. Nothing in this Agreement grants Advertiser any right to use or display the name, trademark, or service mark of CareerBuilder in any advertisement, sales promotion or press release without CareerBuilder's prior written approval.

14. Display Ads, Measurement of Traffic. In the event that Advertiser is purchasing display ads, unless otherwise specified in this Agreement, the parties agree that CareerBuilder's advertising service (“Advertising Service”) shall be the official measure of traffic delivery to Company. Company agrees to pay CareerBuilder in accordance w/ the measurement provided by Advertising Service. Any failure to pay CareerBuilder in accordance with the measurements provided by Advertising Service will be a breach of this agreement, collections and legal remedies will be pursued.

15. Modification and Operation of the CareerBuilder Network. CareerBuilder reserves the right to redesign or modify the CareerBuilder Network (i.e., careerbuilder.com, any other websites owned or controlled by CareerBuilder and any pages therein) at its discretion at any time. To the extent that such modifications materially and adversely affect the placement of one or more of the advertisements, CareerBuilder shall, at its sole discretion, make a commercially reasonable effort to display future affected advertisements in a comparable location and manner.

16. Cost Per Click (“CPC”)/Text Link Program. CareerBuilder provides an opportunity for Advertisers to buy advertisements on a CPC basis, served on the CareerBuilder site by third parties via text links (the “CPC Program”). In the event that Advertiser is participating in the CPC Program, Advertiser shall use the online system, located at www.careerbuilder.adsonar.com, to directly manage its campaign (e.g. modify CPC rates, change budget, view delivery reports, etc). All click reporting will come from either CareerBuilder or from the third-party used to manage that service. Billing will be based on clicks delivered to Advertiser multiplied by the cost per click rate applicable at the time the click was generated. Any changes in that system take precedence over the original contract terms. Advertiser will be provided with a unique user name and password that will permit Advertiser to manage its own campaign. Advertiser may not provide its user name or password or otherwise permit access to the CPC Program to any third party.

17. Email Campaigns. If Advertiser is participating in our Email campaign program, then Advertiser agrees to abide by the Electronic Advertising Policies and Creative Specifications and submission deadlines. Further all of Advertiser’s rights and obligations described above with respect to “advertisements” shall apply equally to Advertiser-provided email content.

18. B2B Email Campaigns. If Advertiser has purchased a B2B email campaign, then Advertiser may provide CareerBuilder with a suppression file of up to five million of email addresses which we will exclude from Advertiser’s campaign. CareerBuilder will destroy this suppression file within 24 hours of the conclusion of Advertiser’s email campaign. Advertiser’s suppression file must be provided according to our specification