Employer Terms and Conditions

Work Wider (“we” or “us”) provides services related to sharing information about employers, salaries, culture, benefits, job listings, recruiting and career advice (collectively, the “Services”). These terms and conditions (the “Agreement”) govern an individual’s participation in the Work Wider Employer Program (the “Program”), which allows an individual (each, whether a natural person or a company, corporation or other legal entity, an “Employer”) to create and control its own landing page, to provide information about its benefits and programs, and/or to participate in and to benefit from other services offered by Work Wider, including but not limited to job listings, recruitment, events and sponsored content written by (or in partnership with Employer) pursuant to one or more statements of work signed by the parties (each, a “Statement of Work”). This agreement incorporates by reference the Work Wider (See Terms of Use). This Agreement is effective as set forth on the Statement of Work, as applicable. EMPLOYER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE EMPLOYER DOES NOT AGREE WITH THESE TERMS, SUCH EMPLOYER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. EMPLOYER IS RESPONSIBLE FOR EACH OF ITS PERSONNEL’S (WHETHER EMPLOYEES OR CONTRACTORS) USE OF THE SERVICES ON EMPLOYER’S BEHALF, AND ANY BREACH OF THIS AGREEMENT (INCLUDING THE WORK WIDER TERMS OF USE) BY SUCH PERSONNEL WILL BE DEEMED A BREACH BY EMPLOYER.

1. DEFINITIONS

Certain capitalized terms, if not otherwise defined above, shall have the meanings set forth below in this Section 1 or elsewhere in this Agreement.

1 “Confidential Information” means any and all technical and non-technical information disclosed by a Party, in writing or orally, to the other party during the term of this Agreement that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential. Confidential information may include without limitation: (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (ii) algorithms, circuit designs, component designs and chipset design, including masks; (iii) identities of sources for proprietary components to the extent that such sources are not identified by labels affixed to such components or otherwise; (iv) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; and (v) information regarding the skills and compensation of a Party’s employees, contractors, and other agents.
2 “Employer Materials” means any information, content, concepts, information, data, materials, processes, software, and tools, computer facilities, computer systems, network and systems, files, documentation, sample output, or other information, data and resources of Employer provided to Work Wider for the performance of Services.
3 “Work Wider IP” means all: (a) Pre-Existing Property; (b) Work Widers Confidential Information; (c) software, methodologies, tools, compilers, specifications, concepts, techniques, documentation and/or data utilized by Work Wider in the performance of Services, which has been created, originated, acquired, obtained or developed by Work Wider, its affiliates or by third parties either prior to the commencement of Services or outside of the scope of the Services; (d) any and all additions, enhancements, improvements or other modifications to any of the foregoing listed in (a) through (c) (whether or not made during the performance of the Services and only to the extent they do not include Employer Materials or Employer Confidential Information); and (e) all Intellectual Property Rights in connection with all of the foregoing listed in (a) through (d).
4 “Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in intellectual property of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
5 “Pre-Existing Property” means any inventions or developments made by Work Wider prior to the effective date of the applicable Statement of Work or outside the scope of the Agreement, in each case, independent of, without use of, and without reference to Employer Confidential Information and Employer Materials and not in connection with any of the Services.

2. SERVICES

1 Engagement. Subject to the terms and conditions set forth herein, the Services to be provided by Work Wider under this Agreement are set forth in the applicable Statement of Work. Work Wider’s ongoing performance of the Services is contingent upon Employer’s prompt and timely payment of the Fees (as defined below), as and when due and payable.
2 Provision of Services. Work Wider will perform the Services in a professional and workmanlike manner and in material accordance with the standards set forth in this Agreement and any applicable Statement of Work, or in the absence of such standards, in accordance with applicable professional industry standards. Work Wider will have the ability to select the means, manner and method of performing such Services. Work Wider may subcontract to any third party its performance of all or any portion of the Services.

3. FEES AND PAYMENTS

1 Fees. Employer will pay to Work Wider the fees and other compensation set forth in the applicable Statement of Work (“Fees”). Payment obligations are non-cancelable and all Fees are nonrefundable.
2 Payment. Except as otherwise expressly set forth in a Statement of Work, all payments must be made within 30 days of Employer’s receipt of a written invoice therefor. No such amount shall include any government taxes, charges or levies and Employer shall be responsible solely for all such amounts. Employer must notify Work Wider in writing of any dispute or disagreement with invoiced charges within 30 days after the date of invoice. Absent such notice, Employer shall be deemed to have agreed to the charges as invoiced after the expiration of such time period.
3 Late Fees. Work Wider reserves the right to charge an additional late fee equal to 1.5% per month on unpaid Fees and expenses owed and outstanding more than seven calendar days after the due date therefor until such amounts are paid in full and/or may suspend its performance of the Services until such time, without penalty or liability to Employer. In addition, for amounts unpaid and outstanding for more than 60 days following such due date, Employer shall be responsible for, and agrees to pay, reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses.
4 Taxes. The payments required under this section do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If Work Wider determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Company shall collect such Sales Tax in addition to the payments required under this section. If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Work Wider, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Work Wider for any liability or expense Work Wider may incur in connection with such Sales Taxes. Upon Work Wider’ request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4. OWNERSHIP

1 Employer Materials. Work Wider acknowledges and agrees that, as between Work Wider and Employer, Employer is, and shall remain, the sole and exclusive owner of all Employer Confidential Information, the Employer Materials, and the Intellectual Property Rights associated therewith; provided, however, that Employer hereby grants to Work Wider a non-exclusive, worldwide, fully-paid up license to use the Employer Materials and the Intellectual Property Rights associated therewith solely in connection with Work Wider’s performance of the Services. Unless otherwise expressly permitted in the course of Work Wider’s performance of the Services, Employer retains all right, title and interest in and to the Employer Confidential Information, the Employer Materials and the Intellectual Property Rights associated therewith, and Work Wider shall not acquire any license or other Intellectual Property Right or interest thereunder, whether by estoppel, by implication or otherwise.
2 Work Wider IP. Employer acknowledges and agrees that Work Wider is, and shall remain, the sole and exclusive owner of all Work Wider Confidential Information, the Work Wider IP, and all enhancements and improvements thereof (to the extent they do not contain any Employer Materials or Employer Confidential Information), and the Intellectual Property Rights associated therewith. Subject to Employer’s full payment of all Fees payable hereunder and the parties entering into a separate license agreement or supply agreement, Work Wider shall grant to Employer a license to use such Work Wider IP and the Intellectual Property Rights associated therewith. The terms of any such license shall be negotiated in good faith by the parties. Except as expressly licensed in this Section 4.2, Work Wider retains all right, title and interest in and to the Work Wider Confidential Information, all Work Wider IP and the Intellectual Property Rights associated therewith, and Employer shall not acquire any license or other intellectual property right or interest thereunder, whether by estoppel, by implication or otherwise.

5. CONFIDENTIALITY

1 Ownership of Confidential Information. The parties acknowledge that during the performance of this Agreement, each party may have access to certain of the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and shall remain the sole property of the disclosing party or such third party.
2 Mutual Confidentiality Obligations. To the extent Confidential Information is exchanged, each party agrees as follows: (i) to use the Confidential Information only for the purposes described herein; (ii) not to reproduce the Confidential Information and will use no less than reasonable efforts to hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party; (iii) to restrict access to the Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with the terms of this Agreement; and (iv) to return or destroy all Confidential Information of the other party in its possession upon termination or expiration of this Agreement.
3 Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 shall not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.

6. REPRESENTATIONS AND WARRANTIES

1 Mutual. Each party represents and warrants that: (i) it is a validly existing business entity, duly licensed and qualified to carry on its business/operations and perform its obligations under this Agreement (ii) it will comply with all laws in the performance of its obligations hereunder; and (iii) its performance under the Agreement does not and will not violate or cause a breach of the terms of any other agreement to which it is a party.
2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, WORK WIDER PROVIDES THE SERVICES “AS IS” AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER SUCH WARRANTY BE STATUTORY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, DATA ACCURACY, QUIET ENJOYMENT OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY FROM COURSE OF DEALING OR USAGE OF TRADE. FAIRYGODBOSS DOES NOT WARRANT THAT THE SERVICES WILL BE SECURE, ERROR-FREE OR PERFORM UNINTERRUPTED.

7. LIMITATION OF LIABILITY

1 LIMITATIONS. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2 CAP. THE CUMULATIVE LIABILITY OF WORK WIDER TO EMPLOYER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO WORK WIDER BY EMPLOYER IN THE 12 MONTHS PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE UNDER THE APPLICABLE STATEMENT OF WORK. THE LIMITATIONS OF LIABILITY IN THIS SECTION 7.2 ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
3 Essential Basis. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.

8. INDEMNIFICATION

1 By Work Wider. Work Wider will indemnify, defend and hold Employer harmless from and against any and all third-party claims, losses, damages, actions, liabilities or costs (including reasonable attorneys’ fees) arising out of a third-party claim that the Services infringe or misappropriate such third party’s intellectual property rights; provided that Work Wider shall have no liability or obligation to Employer hereunder with respect to any claim based upon (a) Work Wider’s compliance with specific instructions or specifications of Employer; or (b) modifications, alterations, combinations or enhancements of the Services not created or specified by Work Wider; or (c) use of the Services for which the Services was not designed or contemplated or licensed, if the claim of infringement would have been avoided by use of the Services in an application or environment or on a platform with devices for which the Services was designed or contemplated or licensed (“collectively,“Excluded Claims”). Upon the occurrence of a claim for which indemnity is or may be due under this Section 8.1, or in the event that Work Wider believes that such a claim is likely, Work Wider may, at its option (a) modify the Work Wider Services so that it becomes non-infringing, or substitute functionally equivalent software or services; (b) procure the rights to use such infringing component(s); or (c) terminate this Agreement on written notice to Employer and refund to Employer any prepaid but unused fees.
2 Indemnification by Employer. Employer will indemnify, defend and hold Work Wider harmless, and from and against any and all third-party claims, losses, damages, actions, liabilities or costs (including reasonable attorneys’ fees) arising out of a third-party claim relating to or arising out of (a) any Excluded Claims; (b) the Employer Materials; or (c) Employer’s use of the Services in breach of this Agreement.
3 Procedures. The indemnification obligations set forth above are conditioned on the indemnified party: (i) promptly notifying the indemnifying party of any claim which may be subject to an indemnification obligation; (ii) granting the indemnifying party sole control over the defense and/or settlement of any such claim; and (iii) assisting the indemnifying party as reasonably requested and at the indemnifying party’s sole expense. Notwithstanding the foregoing, the indemnifying party shall not settle any third-party claim against the indemnified party unless such settlement completely and forever releases the indemnified party with respect thereto or unless the indemnified party provides its prior written consent to such settlement.

9. TERM AND TERMINATION

1 Agreement. The term of this Agreement shall commence on the Effective Date and shall continue in effect until all Statements of Work have expired or terminated, unless otherwise terminated as provided herein.
2 Termination for Breach. Either party may terminate this Agreement or any individual Statement of Work immediately upon written notice in the event that the other party materially breaches this Agreement or the applicable Statement of Work and fails to cure such breach (or to commence diligent efforts to cure such breach that are reasonably acceptable to the terminating Party) within 30 days after receiving written notice thereof.
3 Effect of Termination. Upon any termination or expiration of this Agreement: (i) Work Wider shall deliver to Employer a final invoice of all Fees and expenses owed and outstanding as of such termination date, which will be immediately due and payable; and (ii) each party shall return to the other party or destroy, as instructed by such other party, all of such other party’s Confidential Information. Further, if Work Wider terminates this Agreement pursuant to Section 9.2 above, all licenses granted by Work Wider shall terminate as of the effective termination date of this Agreement and Work Wider reserves the right to retain any and all prepaid Fees. Any termination or expiration of this Agreement automatically shall terminate all open Statements of Work as of the date of such termination.
4 Survival of Obligations. The provisions of Sections 4, 5, 6.2 through 8, 9.4, 9.5, and 10, as well as Employer’s obligations to pay any amounts due and outstanding hereunder, shall survive termination or expiration of this Agreement.

10. MISCELLANEOUS

1 Entire Agreement and Order of Precedence. This Agreement (including the (see terms of use) and all Statements of Work) sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the parties with respect to the subject matter hereof, and neither of the parties will be bound by any conditions, inducements or representations other than as expressly provided for herein. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Statement of Work; (2) this Agreement; and (3) the Terms of Use.
2 Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with, and shall be governed by, the laws of the State of Cailfornia, without giving effect to its rules regarding conflicts of laws. Each party agrees that any and all causes of action between the parties arising from or in relation to this Agreement shall be brought exclusively in the state and federal courts located in San Francisco, CA.
3 Force Majeure. Work Wider will be excused from performance of its obligations under this Agreement if such a failure to perform results from compliance with any requirement of applicable law, acts of god, fire, strike, embargo, terrorist attack, war, insurrection or riot or other causes beyond the reasonable control of Work Wider. Any delay resulting from any of such causes will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances.
4 Notices. All notices required by or relating to this Agreement will be in writing and will be sent to the parties to the Agreement at the addresses and/or e-mail addresses set forth on the Statement of Work or otherwise exchanged between authsorized representatives of the parties. Such notices will be effective on the date indicated in such confirmation.
5 Assignment. Neither party may assign any of its rights or obligations hereunder without the other party’s prior written consent; provided, however, either party may assign this Agreement in its entirety (including all Statements of Work), without the other party’s consent in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets.
6 Independent Contractors. The parties acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them, and the parties are acting as independent contractors in making and performing this Agreement.
7 Amendments. No amendment to this Agreement will be valid unless such amendment is made in writing and is signed by the authorized representatives of the parties.
8 Waiver. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right.
9 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.
10 No Third Party Beneficiaries. The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
11 Counterparts; Headings. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement. The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement.
12 Publicity. Employer hereby grants Work Wider a non-exclusive license during the Term of this Agreement to use Employer’s name, logo and other trademarks or service marks on Work Wider’s customer lists and informational materials and as otherwise necessary to perform Work Wider’s obligations under this Agreement.

EMPLOYER TERMS AND CONDITIONS

Work Wider ( “we” or “us”) provides services related to sharing information about employers, salaries, culture, benefits, job listings, recruiting and career advice (collectively, the “Services”). These terms and conditions (the “Agreement”) govern an individual’s participation in the Work Wider Employer Partnership Program (the “Program”), which allows an individual (each, whether a natural person or a company, corporation or other legal entity, an “Employer”) to create and control its own landing page, to provide information about its benefits and programs, and/or to participate in and to benefit from other services offered by Work Wider, including but not limited to job listings, recruitment and branding services, events and sponsored content written by (or in partnership with Employer) pursuant to one or more statements of work signed by the parties (each, a “Statement of Work”). This Agreement incorporates by reference the Work Wider (see terms of use). This Agreement is effective as set forth on the Statement of Work, as applicable. BY CLICKING A BOX INDICATING ACCEPTANCE AND/OR EXECUTING A STATEMENT OF WORK THAT REFERENCES THIS AGREEMENT, EMPLOYER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE EMPLOYER DOES NOT AGREE WITH THESE TERMS, SUCH EMPLOYER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. EMPLOYER IS RESPONSIBLE FOR EACH OF ITS PERSONNEL’S (WHETHER EMPLOYEES OR CONTRACTORS) USE OF THE SERVICES ON EMPLOYER’S BEHALF, AND ANY BREACH OF THIS AGREEMENT (INCLUDING THE FAIRYGODBOSS TERMS OF USE) BY SUCH PERSONNEL WILL BE DEEMED A BREACH BY EMPLOYER.