JOB SEEKER License Agreement
Each time you access or use Werkx’s online and/or mobile services and websites, including any Werkx mobile application and browser extension or plugin, regardless of where it is downloaded from (collectively, the “Werkx Apps”), and any software, service, feature, product, program and element (including e-mail messages, notifications, and other messages) provided by or on behalf of Werkx on or in connection with such services or websites (collectively, the “Platform”), including any products, programs, and services described in this Job Seeker License Agreement (this “Agreement”), you represent that you have read, understand and are agreeing to the terms of this Agreement then in effect with Werkx, Inc., a Delaware corporation with offices located at 1919 Oxmoor Road, Suite 409, Birmingham, AL 35209 (“Werkx”).
The Platform is made available for use only by individuals searching for employment, job openings, interview opportunities and/or services or information related to their personal employment or job search (“Job Seekers”), and by individuals and/or organizations seeking information related to their consideration of interviewing and/or hiring Job Seekers, or seeking to make available information regarding employment, job openings, and/or interview opportunities on their behalf or others’ behalf (“Employers” and, collectively, the “Purpose”). Subject to your compliance with the terms and conditions of this Agreement, Werkx hereby grants you a non-exclusive, non-sublicensable, and non-transferable license to use the Werkx Apps and Platform solely for the Purpose. You acknowledge and agree that your limited license to use the Werkx Apps and Platform is automatically revoked upon your attempt to use the Werkx Apps or Platform for any other purpose. You shall not use the Werkx Apps or Platform for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, you shall not at any time, directly or indirectly: (i) copy, modify, port, translate, localize, or create derivative works of the Software, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Werkx Apps or the Platform, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Werkx Apps or the Platform, in whole or in part; (iv) remove any proprietary notices from the Werkx Apps or the Platform; or (v) use the Werkx Apps or the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. Werkx reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Werkx Apps or the Platform.
You acknowledge that, as between you and Werkx, Werkx owns all right, title, and interest, including all intellectual property rights, in and to the Werkx Apps and the Platform and, with respect to third-party products, the applicable third-party service providers own all right, title and interest, including all intellectual property rights, in and to the third-party products. If you send or transmit any communications or materials to Werkx by mail, email, telephone, or otherwise, suggesting or recommending changes to the Werkx Apps or Platform, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), Werkx is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to Werkx on your behalf, all right, title, and interest in, and Werkx is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Werkx is not required to use any Feedback.
THE WERKX APPS AND PLATFORM ARE PROVIDED “AS IS” AND WERKX HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WERKX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WERKX MAKES NO WARRANTY OF ANY KIND THAT THE WERKX APPS AND PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS OR NEEDS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. You acknowledge and agree that Werkx has no involvement in the terms of engagement between you and Employers. Werkx only provides the Werkx Apps and Platform to connect you with potential Employers, and Werkx shall have no obligations, responsibilities, or liability with respect to your interactions with Employers (including any employment or interview or lack thereof with any Employer).
You hereby represent and warrant to Werkx that all information provided in connection with the Werkx Apps and Platform are true and correct. You shall indemnify, hold harmless, and, at Werkx’s option, defend Werkx from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses“) incurred by Werkx resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim“) based on related to your: (i) negligence or willful misconduct; or (ii) use of the Werkx Apps or Platform in a manner not authorized or contemplated by this Agreement; (iii) use of the Werkx Apps or Platform in combination with data, software, hardware, equipment, or technology not provided by Werkx or authorized by Werkx in writing; (iv) modifications to the Werkx Apps or Platform not made by Werkx; or (v) use of any version other than the most current version of the Werkx Apps or Platform, provided that you may not settle any Third-Party Claim against Werkx unless such settlement completely and forever releases Werkx from all liability with respect to such Third-Party Claim or unless Werkx consents to such settlement, and further provided that Werkx will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
IN NO EVENT WILL WERKX BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR IN CONNECTION WITH YOUR USE OF THE WERKX APPS OR PLATFORM, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (e) LOSS OR DAMAGES OF ANY KIND RESULTING FROM OR RELATED TO THE USE OF THE WERKX APPS OR PLATFORM, or (f) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER WERKX WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL WERKX’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED FIVE THOUSAND AND NO/100 DOLLARS ($5,000).
This Agreement, together with any other documents incorporated herein by reference and all related exhibits, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of Werkx, or a new version of this Agreement is uploaded by Werkx to the Werkx Apps or Platform.
If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
This Agreement is governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Alabama. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Alabama, in each case located in the city of Birmingham and County of Jefferson, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
You may not assign or transfer any of its rights or delegate any of its obligations hereunder without the prior written consent of Werkx. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
You acknowledge and agree that a breach or threatened breach by you of any of your obligations under this Agreement would cause the Werkx irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Werkx will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
You acknowledge that Werkx owns a copyright in the Platform, Werkx Apps, and related services offered therein, including in compilations of information available through any of the foregoing.
Werkx may reject, remove, or limit visibility to any content on the Werkx App or Platform, and Werkx may disable any account or restrict your ability to use all or parts of the Platform, for any or no reason without notice. Although Werkx may indicate why content or an account has been removed or disabled, we cannot give every reason why content or an account may be removed. We always retain the right to remove any content or account if we feel it is in our interest or our users’ interest.
Werkx may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Platform. Any such changes will not apply to any claim brought prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Your access to or use of the Platform following any changes to this Agreement will constitute your acceptance of such changes. We may, at any time and without liability, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links); charge, modify or waive any fees required to use the Platform; or offer opportunities to some or all Platform users.