Terms & Conditions

Candidate Terms & Conditions

Acceptance of the Terms of Use Welcome to the website of Pumpt Platform, LLC ("Company", "we" or "us"). The following terms and conditions (together with any documents referred to in them) ("Terms of Use") apply to your use of www.pumpthq.com including any content, functionality and services offered on or through www. pumpthq.com (the "Website").  Please read the Terms of Use carefully before you start to use the site. By using the Website, you accept and agree to abide by these Terms of Use and our Privacy Policy, found at www.pumpthq.com, incorporated here by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must exit the Website.   Changes to the Terms of Use We may revise and update these Terms of Use from time to time in our sole discretion. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. Accessing the Website and Account Security To use this Website, you represent and warrant that you are 18 years or older. Access to the Website is permitted on a temporary basis, and we reserve the right to withdraw or amend any service we provide on the Website in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website. You are responsible for making all arrangements necessary for you to have access to the Website.  You are responsible for ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use, and that they comply with them. Intellectual Property Rights The entire contents of the Website (including all information, software, text, displays, images, video and audio) and the design, selection and arrangement thereof, are owned by the Company or its licensors and are protected by United States and international laws regarding copyrights, trademarks, trade secrets and other intellectual property or proprietary rights. You are permitted to use the Website for your personal, non-commercial use only or legitimate business purposes related to your role as a current or prospective customer, supplier or distributor of the Company. You must not copy, modify, create derivative works of, publicly display or perform, republish, download or store, or transmit any of the material on our site without the prior written consent of the Company, except to: Store copies of such materials temporarily in RAM.  Store files that are automatically cached by your Web browser for display enhancement purposes.  Print a reasonable number of pages of the Website for a permitted use.  You must not: Modify the paper or digital copies of any materials from this site.  Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.  Delete or alter any copyright, trademark and other proprietary notices appearing on such materials.  You must not reproduce, sell or exploit for any commercial purposes any part of the Website, access to the Website or use of the Website or any services or materials available through the Website without obtaining a license to do so from the Company or its applicable licensor. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. \ Company Trademarks The Company name, the terms, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners. Prohibited Uses You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website: In any way that violates any applicable federal, state, local and international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).   For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.  To impersonate or attempt to impersonate the Company or a Company employee, another user, or person or entity (including, without limitation, the use of e-mail addresses associated with any of the foregoing).  To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.  Additionally, you agree not to:  Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.  Use any robot, spider or other automatic device, process or means to access the Website.  Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.  Use any device, software or routine that interferes with the proper working of the Website.  Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.  Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.   Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.  Otherwise attempt to interfere with the proper working of the Website.   Reliance on Information Posted The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.  Changes to the Website We may update the Website from time to time, but its content is not necessarily complete or up-to-date. We may change the Website at any time with or without notice. We may suspend access to the Website, or close it indefinitely. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. Information About You and Your Visits to the Website We collect and use information about you in accordance with our Privacy Policy [INSERT AS LINK TO SITE'S PRIVACY POLICY]. By using the Website, you consent to such collection and use and you represent and warrant that all data provided by you is accurate. Linking to the Website You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you.  The Website must not be framed on any other site, nor may you create a link to any part of the Website other than the homepage.  You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.  Links from the Website If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites Geographic Restrictions The owner of the Website is based in the state of New York in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is ng Law and Jurisdiction These Terms of Use and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York and County of New York although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You agree to waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Limitation on Time to File Claims ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. Waiver and Severability No waiver of these Terms of Use by the Company shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. Entire Agreement The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Pumpt Platform, LLC with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website. Your Comments and Concerns This website is operated by Pumpt Platform, LLC.   All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: info@pumpthq.com. Thank you for visiting the Website. 

Employers Terms & Conditions

PLATFORM CLIENT SERVICE TERMS These Platform Service Terms for Employers (the “Client Terms” or this “Agreement”) between Pumpt Platform, LLC, a Delaware limited liability company (“Pumpt” or “Company”) and the Client, and is made and entered into as of the date on which the authorized user of the Client first logs on and begins to use the Platform (the “Effective Date”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE. BY ACCESSING OR USING THIS SITE IN ANY WAY, INCLUDING BROWSING THE SITE, AND/OR LOGGING IN AND USING THE SERVICE AS AN EMPLOYER, CLIENT’S RESPRESENTATIVE ACKNOWLEDGES AND AGREES THAT (I) S/HE HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE AND BY THE PUMPT PRIVACY POLICY AVAILABLE AT http://pumpthq.com/privacy-policy.html WHICH IS INCORPORATED HEREIN BY REFERENCE, AND BY ALL TECHNICAL SPECIFICATIONS, RULES OF OPERATION AND OTHER PROCEDURES, AND ANY OTHER TERMS AND CONDITIONS SET FORTH BY PUMPT FROM TIME TO TIME BY ON THE SITE, (II) S/HE IS OF A LEGAL AGE TO FORM A BINDING CONTRACT WITH PUMPT, AND (III) S/HE IS AUTHORIZED BY CLIENT TO ENTER INTO THIS AGREEMENT. NOTHING IN THIS AGREEMENT MAY BE CONSTRUED TO CREATE OR CONFER ANY RIGHTS ON THIRD PARTY BENEFICIARIES. IF SUCH REPRESENTATIVE IS NOT AUTHORIZED BY CLIENT, OR DOES NOT AGREE TO ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, INCLUDING OUR PRIVACY POLICY, S/HE MAY NOT ACCESS OR USE THE PLATFORM OR ANY OF THE RELATED SERVICES. In consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows: Definitions. “Affiliate” means with respect to either party, an entity, directly or indirectly, controlled by, controlling or under common control with, such party, either now or in the future with at least fifty percent (50%) ownership by such party. “Client Terms” or “Agreement” means the terms and conditions set forth in this document, not including those set forth in any Schedules, Exhibits or any other attachments hereto. “Candidate” means a third party individual who registers a user profile with Pumpt and uploads information regarding their work goals and experience. “Client Content” or “Content” means all copy, artwork, graphics and other materials and content to be provided to Pumpt by Client, including trademarks, logos or trade names, including any PI Information and information. “Documentation” means the user, operations and training manuals and on-line help files provided to Client that relate to the Platform. “Intellectual Property” means all patent and patent applications; trademarks, service marks, and trademark or service mark registrations and applications, trade names, Internet domain names, logos, designs, slogans and general intangibles of like nature, together with all goodwill related to the foregoing; copyrights, copyright registrations, renewals and applications for copyrights; data and database rights; software (whether in source or object code form), technology, trade secrets and other confidential information, know-how, proprietary processes, formulae, algorithms, models and methodologies. “Materials” means all materials, including the Platform, Deliverables and other materials and documentation furnished or made available to Client by Pumpt under or in connection with this Agreement. “PI Information” means information that can be linked to a specific individual, including but not limited to an individual’s name, address, e-mail, Social Security number, financial account number or driver’s license number, and any other personally identifiable information, personal information or the like, as identified under applicable laws, regulations, common-law principles, industry guidelines, self-regulatory efforts or similar systems. “Platform” means each version of the software, available to Client as a service, that is created, owned and hosted by Pumpt at www.pumpthq.com, and all related Documentation, including all modified, updated, or enhanced versions available to Client pursuant to this Agreement, which provides functionality to help Client identify and connect with candidates for open positions in Client’s business. “Representatives” means the applicable party’s personnel, employees, officers, directors, members, managers, partners, consultants, temporary resources, agents, representatives, suppliers, contractors and/or subcontractors, and such party’s subcontractor’s Representatives. “Services” means all access by Client to the Platform as specified and permitted herein. “Site Content” means all content uploaded to the Platform by Candidates and other users. 1. 1. Platform and Services. 1.1 Pumpt shall use all commercially reasonable efforts to perform the Services as described herein. 1.2 Company grants Client a nonexclusive, worldwide right during the Term of this Agreement to (a) access the Platform in accordance with this Agreement; and (b) use the Documentation in connection with the Platform, as applicable. The rights granted hereunder shall not extend to Affiliates of Client. Client may access the Platform, but has no right to receive a copy of the object code or source code to the Platform. Only the Representatives of Client may access the Platform and use the Documentation and solely for the benefit of Client. Client shall ensure that such Representatives access the Platform and any other Materials and use the Documentation in accordance with the terms of this Agreement. Client shall remain primarily liable for the acts and omissions of its Representatives hereunder. 1.3 Each Schedule shall be governed by the terms and conditions contained herein and incorporated herein by reference. 2. Client’s Obligations, Pumpt’s Obligations. 2.1 Designated Person. The initial Designated Person for Client is set forth on the first page of this Agreement under “Client Contact”. Client may change its Designated Person from time to time by written notification to Pumpt of such change. The Designated Person shall be a person who is authorized by Client to make all decisions relating to the performance of this Agreement, and Pumpt shall be entitled to rely on the Designated Person’s actions hereunder. 2.2 Client Content. (a) Client acknowledges and agrees that Pumpt’s furnishing the Services in accordance with this Agreement may be dependent and conditioned upon the reasonable cooperation of Client and timely receipt by Pumpt of certain materials and content to be provided by Client. Accordingly, all Client Content shall be delivered to Pumpt as reasonably requested by Pumpt. (b) Client may upload Client Content, such as job listings, in connection with Client’s access to the Platform. Client is solely responsible for the Client Content, including the accuracy, quality, integrity and legality of such Client Content; the means by which Client acquires, uses and transfers the Client Content; and making and keeping back up copies of Client Content. (c) Client represents and warrants that (1) the use, public display, public performance, reproduction, distribution, or modification of Client Content does not and will not violate or infringe the proprietary rights of any third party; and (2) Client will not upload, record, publish, post, link to, or otherwise use, transmit or distribute Client Content that: (i) is materially false, misleading, or inaccurate; (ii) promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, hateful, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (iii) constitutes fraud, misrepresentation or unlawful business practices; or (iv) otherwise violates any law, statute, ordinance, or regulation, including without limitation the laws and regulations governing data protection or privacy. (d) Client acknowledges that the Platform is automated (e.g. Client Content and Site Content is uploaded using software tools) and that Pumpt has no obligation to access, view, or listen to any Client Content or Site Content, except that Pumpt may, in its sole discretion, access, view or listen to any Client Content to (i) respond to support requests; (ii) detect, prevent or otherwise address fraud, security, or technical issues; (iii) as deemed necessary or advisable by Pumpt, in good faith, to conform to legal requirements or comply with legal process; or (iv) as otherwise deemed necessary or advisable to perform the Services. Pumpt may (1) store Client Content on Pumpt’s servers as necessary for Pumpt to provide the Services and in accordance with Pumpt’s then-current storage policies; and (2) block the uploading of Client Content to the Platform that contains, or that it reasonably believes may contain, viruses detected by using industry standard virus detection software or is objectionable in accordance with Section 2.2(c) above. Notwithstanding anything to the contrary herein, Pumpt does not verify, endorse, or claim ownership of any Client Content or Site Content. Except as otherwise expressly provided herein, Pumpt has no responsibility or liability for the deletion or accuracy of Client Content or Site Content, the failure to store, transmit or receive transmission of Client Content or Site Content (whether or not processed by the Platform), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Platform or any Services. 2.3 Delays. Pumpt shall not be liable or responsible for any delay in performance or failure to meet its obligations under this Agreement that is caused, directly or indirectly, by (a) Client’s failure to cooperate or (b) any Force Majeure Event (as defined below). “Force Majeure Event” means any event outside the reasonable control of a party that affects its ability to perform any of its obligations under this Agreement including without limitation: act of God, government intervention, fire, war, flood, earthquake, revolution, act of terrorism, riot or civil commotion, strike or other industrial action by employees of the affected party, embargo, or shortage of suitable parts, material, or labor. 2.4 Client represents and warrants that Client shall not: (i) attempt to modify, port, adapt or otherwise tamper with the Platform; or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Platform; (ii) knowingly store, transmit or otherwise introduce into the Platform (a) a virus, worm, time bombs, Trojan horse or other harmful or malicious software code, files, scripts, agents or programs; or (b) junk mail, spam, surveys, contests, pyramid schemes, chain letters, or other unsolicited e-mail or duplicative messages; (iii) access or use, as applicable, the Platform, or any Materials in any manner that damages, disables, overburdens, or impairs any Pumpt server, or the network(s) connected to any Pumpt server or interferes with any other party’s access, use and enjoyment of the Platform, including by means of load testing the Platform; (iv) obtain or attempt to obtain (a) unauthorized access to services, materials, other accounts, computer systems or networks connected to any Pumpt server or to the Platform, through hacking, password mining, or any other means; or (b) any materials or information through any means not intentionally made available by Pumpt through the Platform or provision of any Services; (v) sell, resell, lend, rent, lease or otherwise distribute or transfer in any way access to or use of, as applicable, any portion of the Materials or Services (including without limitation, on a subscription, membership, pay-per-use, time share, computer service business, service bureau basis or otherwise); (vi) disclose, transmit, transfer, harvest, or otherwise collect or use PI Information, including e-mail addresses, or other private information about any third party except in connection with a current open position for which such information is relevant and without otherwise complying with applicable privacy and data protection laws; (vii) engage in any systematic extraction of data or data fields (other than updating Client Content as authorized in connection with Client’s use of the Platform and Services), including without limitation e-mail addresses; or (viii) otherwise use the Platform, Services or any Materials in violation of applicable laws or regulations. 2.5 If Pumpt determines in its sole and exclusive good faith judgment that suspending Client’s access to the Platform, Services and/or any Materials is advisable (i) for security reasons, (ii) in response to a request from law enforcement or a governing body or in relation to legal proceedings, (iii) to protect Pumpt from liability, or (iv) for the continued normal and efficient operation of Platform, Services and/or Materials, then following Pumpt’s written notice to Client describing such conditions, the corresponding performance obligations of Pumpt under this Agreement shall be suspended accordingly until such matter is resolved to Pumpt’s reasonable satisfaction (with Pumpt’s reasonable assistance within its discretion), and during such period, Client’s obligations to continue paying Fees (as defined below) shall continue, as applicable. 3. Ownership. 3.1 Client Content. All Client Content is and shall remain the property of Client or Client’s applicable third party licensor. Client grants to Pumpt a nonexclusive, worldwide, royalty-free license to use, reproduce, modify, and prepare derivative works of the Client Content for the Term in order to provide the Services hereunder. 3.2 Pumpt Intellectual Property. Client acknowledges that Pumpt and its licensors own and shall retain all proprietary rights, title and interest in and to the Platform, Services, Materials, and all other Pumpt Intellectual Property. Notwithstanding the foregoing, subject to the payment of all Fees payable under this Agreement, Pumpt hereby grants to Client a non-exclusive, non-transferable right to utilize solely for its internal business purposes and not for commercial exploitation during the Term the Platform, Services and any Materials provided by Pumpt to Client hereunder solely as described in this Agreement. No rights are granted to Client hereunder other than as expressly set forth herein. The Client shall not alter or remove any Pumpt trademarks, copyright notices or other indicia of ownership included in the Platform or any other Materials. 4. Payment. 4.1 Fees. To learn more about Pumpt's fee schedule, please contact us directly at info@pumpthq.com. 4.2 Taxes. Pumpt’s fees do not include any taxes, levies, duties or similar government assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (“Taxes”). Client shall be responsible for paying all Taxes levied in connection with Client’s use of the Services. 5. Representations and Warranties. 5.1 Pumpt. Pumpt represents and warrants to Client as follows: (a) Pumpt has the full power to enter into this Agreement and perform the Services as provided for herein, (b) Pumpt is duly organized, validly existing and in good standing under the laws of the state of its incorporation; (c) the performance of the terms of this Agreement and of Pumpt’s obligations hereunder shall not breach any separate agreement by which Pumpt is bound; and (d) Pumpt has all necessary rights to grant Client the rights to the Services provided to Client hereunder. 5.2 Client. Client represents and warrants to Pumpt as follows: (a) Client has the full power and authority to enter into this Agreement and to fulfill its obligations hereunder; (b) Client is duly organized, validly existing and in good standing under the laws of the state of its incorporation; (c) the performance of the terms of this Agreement and of Client’s obligations hereunder shall not breach any separate agreement by which Client is bound; (d) Client has all necessary rights to grant Pumpt the rights in the Client Content provided to Pumpt hereunder. 5.3 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM, SERVICES AND ALL OTHER MATERIALS PROVIDED BY PUMPT HEREUNDER ARE PROVIDED “AS IS” AND PUMPT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, PERFORMANCE, OR ACCURACY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PUMPT DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR ANY OTHER MATERIALS PROVIDED HEREUNDER WILL MEET ALL OF CLIENT’S REQUIREMENTS OR THAT THE USE OF THE PLATFORM, SERVICES AND OTHER MATERIALS WILL BE ACCURATE, COMPLETE, UNINTERRUPTED OR ERROR FREE. 6. Indemnification. 6.1 Pumpt’s Indemnification. Pumpt agrees to indemnify and hold harmless Client and its directors, officers, employees, and agents from any damages finally awarded against Client (including reasonable attorneys’ fees), (collectively, “Damages”) in connection with any third party claim arising out of or on account of any claim alleging that the Platform infringes or misappropriates any copyright, patent or trademark rights of any third party, except to the extent that such infringement results from Client’s misuse or modifications or to the extent that such claim arises from the use of any Client Content. Pumpt’s obligation to indemnify Client requires that Client notify Pumpt promptly in writing of any claim as to which indemnification will be sought and provide Pumpt reasonable cooperation in the defense and settlement thereof. In the event a claim of infringement has been threatened or is pending pursuant to this Section 6.1, Pumpt may, at its sole option and expense, either (i) obtain for Client the right to continue using the affected Platform, or (ii) alternatively replace or modify the affected Platform so that it continues to be functionally equivalent but non-infringing. If neither (i) nor (ii) proves commercially feasible, Pumpt may terminate this Agreement upon written notice. Pumpt’s obligations set forth in this Section 6.1 shall be Client’s sole and exclusive remedy for such claims. 6.2 Client’s Indemnification. Client agrees to defend, indemnify and hold harmless Pumpt and its directors, officers, employees, and agents from and against all Damages in connection with any third party claim arising out of or on account of (a) Client’s use of the Platform, Services and any Materials provided hereunder; (b) any claim alleging that the Client Content or any other materials provided by Client infringe or misappropriate any copyright, patent, trademark, or other intellectual property right, or right of publicity or privacy of any third party, and/or (c) a breach by Client of any representation or warranty in this Agreement; provided, however that Client shall not be required under this Section to defend, indemnify or hold harmless any indemnified party for any Damages resulting directly from any willful misconduct or gross negligence of such indemnified party. Client’s obligation to indemnify Pumpt requires that Pumpt notify Client promptly in writing of any claim as to which indemnification will be sought and provide Client reasonable cooperation in the defense and settlement thereof. 7. Term; Termination. 7.1 Term. The Initial Term of this Agreement shall begin as of the Effective Date, and shall continue for one year thereafter. Thereafter, the Agreement shall automatically renew for Renewal Term(s) of equal length to the Initial Term until either party provides to the other party at least sixty (60) days’ prior written notice of termination (each, a Renewal Term(s) and together with the Initial Term, the “Term”). 7.2 Material Breach. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach by the other party, which breach remains uncured for more than thirty (30) days (ten (10) days in the case of non-payment) after written notice thereof. Notwithstanding the foregoing, Pumpt may immediately terminate this Agreement and Client’s access to the Platform, Services and Materials, or suspend or restrict Client’s access to the Platform, Services and Materials in whole or in part if Client breaches Section 1 (Platform and Services); Section 2.3 (Client Content); Section 2.6 (Use Restrictions); Section 5.2 (Representations and Warranties); or Section 9 (Confidentiality) of this Agreement. The foregoing rights to terminate are in addition to, not in lieu of, all other rights and remedies which may be available to either party under this Agreement, at law and/or in equity. 7.3 Either party may terminate this Agreement upon ten (10) days’ written notice to the other party upon the occurrence of any one or more of the following: (a) the institution by or against either party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts if not dismissed, bonded or stayed within thirty (30) days after such commencement; (b) either party making an assignment for the benefit of creditors; or (c) either party’s dissolution. 7.4 Survival. The obligations in the following Sections will survive any expiration or termination of this Agreement: Section 3 (Ownership), Section 4 (Payment), Section 5.3 (Disclaimer), Section 6 (Indemnification), Section 7.4 (Survival), Section 7.5 (Effects of Termination), Section 8 (Limitations), Section 9 (Confidentiality) and Section 11 (Miscellaneous). Section 5 (Payment) will survive as to any payment obligations accruing before the effective date of termination. All other obligations will terminate as of the effective date of expiration or termination. 7.5 Effects of Termination. Upon termination of this Agreement: (a) Pumpt shall have no further obligation to perform work hereunder; (b) Client shall pay all applicable Fees for Services that have been performed on or before the date of termination and (c) Pumpt reserves the right to delete any data files associated with any Client Content or Client’s use of the Service. 8. Limitations. 8.1 Damages. EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), HOWEVER CAUSED, OF ANY KIND OR NATURE ARISING FROM THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILTY) OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH DAMAGES ARE FORSEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. 8.2 Liability. NOTWITHSTANDING ANYTHING HEREIN, EXCEPT FOR EITHER PARTY’S GROSS NEGLIGENCE OR WILFULL MISCONDUCT, EACH PARTY’S MAXIMUM AND TOTAL LIABILITY ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, DELIVERABLES AND/OR ANY OTHER MATERIALS PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT, BREACH OF STATUTORY DUTY OR OTHERWISE SHALL NOT EXCEED THE TOTAL OF THE PAYMENTS ACTUALLY PAID TO AND RECEIVED BY PUMPT HEREUNDER DURING THE 12-MONTH PERIOD PRECEDING THE DATE OF SUCH LIABILITY DURING THE TERM HEREOF. 9. Confidentiality. 9.1 Definition. The terms of this Agreement and all information and data that one party (the “Receiving Party”) has received or will receive from the other party (the “Disclosing Party”) about the Services, Platform, Materials and other matters are proprietary and confidential information, including without limitation any information that is marked as “confidential” or that, by its nature or its manner of disclosure, would reasonably be understood in the industry to be confidential or proprietary to the Disclosing Party (“Proprietary Information”). 9.2 Treatment of Proprietary Information. The Receiving Party shall hold the Proprietary Information (including without limitation financial information, records, human resources information, system configurations and passwords) of the Disclosing Party secret, and shall protect and preserve the confidential nature and secrecy of such Proprietary Information. All Proprietary Information shall be held in confidence by the Receiving Party following the date of disclosure and shall be used only as necessary in connection with the performance of its obligations under this Agreement. Only personnel of the Receiving Party with a bona fide need to know shall be given access to the Proprietary Information of the other party, and such personnel shall be bound in writing to maintain the confidentiality of such Proprietary Information to at least the extent provided in this Section 9. All Proprietary Information shall be maintained in secure premises by the Receiving Party, and the Receiving Party shall take all appropriate measures to prevent the unauthorized disclosure thereof, including without limitation access controls, encryption or other means, where appropriate. The Receiving Party shall immediately notify the disclosing party of any known security breach that may result in the unauthorized use, access, disclosure, alteration or destruction of Proprietary Information. The Receiving Party shall take all commercially reasonable steps to terminate such unauthorized use or access and to retrieve any copies of Proprietary Information in the possession or control of the person or entity engaging in such unauthorized use or with such unauthorized access. Neither party shall at any time during or after the term of this Agreement, without the other party’s prior written consent: (a) disclose or communicate to any third party all or any of the other party’s Proprietary Information except as permitted by this Agreement; (b) permit unauthorized persons to have access to the places where the other party’s Proprietary Information is reproduced or stored; or (c) make, or assist any person to make, any use of the other party’s Proprietary Information not authorized by this Agreement, and shall use its best efforts to ensure that any employee or other person who acquires the other party’s Proprietary Information shall not make any unauthorized use thereof. 9.3 Exceptions. Proprietary Information shall not include any information to the extent it (a) is or becomes a part of the public domain through no act or omission on the part of the Receiving Party, (b) is disclosed to the Receiving Party by a third party having no obligation of confidentiality with respect thereto, (c) is released from confidential treatment by written consent of the disclosing party or (d) is required to be disclosed by law or order of a court or governmental agency (such disclosure to be made only after consultation with the Disclosing Party). 9.4 Proprietary Information of Third Parties. Proprietary Information of a party may include certain information that is the proprietary information of third parties. In that event, the Receiving Party shall handle all such information so designated in the same manner as it is required to handle the Proprietary Information under this Agreement. 9.5 Ownership of Proprietary Information. All Proprietary Information of a party shall remain the exclusive property of such party, and no right, title or interest in such Proprietary Information shall be conveyed to the other party by release of such Proprietary Information to it, except as may be specifically provided hereunder. 9.6 Breach. Each party acknowledges that, in the event of a breach of this Section 9 by such party or any of its personnel, the other party will suffer irreparable damages that cannot be fully remedied by monetary damages. Each party therefore agrees that the other party shall be entitled to obtain injunctive relief against any such breach in any court of competent jurisdiction. This Section 10.6 shall not in any way be construed to limit or restrict either party’s rights to seek or obtain other damages or relief available under this Agreement or applicable law. 10. Privacy. 10.1 Privacy Terms. Client and Pumpt hereby acknowledge and agree that the terms of this Section 10 (Privacy) govern the parties’ collection and use of information in connection with the Services. 10.2 Types of Information Collected. In the course of performing its obligations hereunder, Pumpt may collect certain information as set forth herein. 10.2.1 Client Use Information. Pumpt may collect information regarding Client’s use of the Platform, such as the name of the Internet service provider and the Internet Protocol address through which Client accesses the Internet; the time Client accesses the Platform; and the Internet address of any referring Web site and the Internet address of the Web site from which Client links directly to the Platform. 10.2.2 Transaction Information Collected by the Service. Client may elect to have the Platform collect certain information, including but not limited to (a) statistical information on job listings; (b) information on connections to Candidates made by Client through the Service; and (c) any other Client Content provided to the Service. In order to provide the Services, the Platform will store such information on its servers. 10.2.3 Product Tracking Data. Notwithstanding anything herein to the contrary, Pumpt has the perpetual right to access, use, reproduce, modify and otherwise exploit the aggregated non-personally identifiable usage volume and related data derived from Client’s use of the Platform (“Product Tracking Data”) (a) for Pumpt’s internal business purposes, including without limitation, enhancing Pumpt’s product and service offerings, as well as (b) to promote Pumpt’s products and services in its general marketing and press release materials. Client hereby represents and warrants that Pumpt has all necessary rights to use the Product Tracking Data as set forth herein. Notwithstanding anything to the contrary herein, Pumpt does not verify, endorse, or claim ownership of any Product Tracking Data; and Pumpt has no responsibility or liability for the deletion or accuracy of Product Tracking Data, the failure to store or receive transmission of Product Tracking Data, or the security, privacy, storage, or transmission of other communications originating with or involving use of the Product Tracking Data. 10.3 Storage and Use of Information. Pumpt stores PI Information in accordance with Pumpt’s then-current storage policies. Pumpt may delete Client’s PI Information from Pumpt’s servers ultimately upon termination of this Agreement and in accordance with Pumpt’s then-current data storage policies. 10.4 Security. Pumpt has implemented technical safeguards and procedures consistent with laws and regulations applicable to Pumpt to protect communications with the Platform including communication of Client Content. Notwithstanding the foregoing, the security of communications sent over the Internet (including by e-mail) is subject to many factors outside of Pumpt’s control and, as a result, Pumpt does not guarantee the security or privacy of such communications. 11. Miscellaneous. 11.1 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day, in each case with confirmation of receipt; or (iii) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications (x) to Client shall be sent to the address set forth on the cover page hereto and (y) to Pumpt shall be sent to 14 Murray Street, Suite 252, New York, NY 10007. 11.2 Non-Exclusivity. This Agreement is non-exclusive and nothing herein shall prohibit or restrict the parties from entering into the same or similar relationships with other parties, including, without limitation, competitors of the other party. 11.3 Publicity. Pumpt may include the name of Client in its online and offline marketing materials, including showing the Client's logo, identifying Client as a customer of Pumpt and describing in general terms the Client's use of the Services. Pumpt may, with Client's approval, which approval shall not be unreasonably withheld: issue press releases upon the signing of this Agreement, upon the launch of Services, and within one year of the launch of Services; joint-market with the Client; use Client as a reference; and develop a business case study within one year of the launch of Services. Client may similarly identify Pumpt as a supplier and/or service provider. 11.4 Entire Agreement. This Agreement, including but not limited to any Schedules and any other attachment hereto, all of which are incorporated herein by reference, contains the entire understanding and agreement of the parties with respect to the subject matter contained herein. This Agreement supersedes all prior oral or written understandings and agreements relating thereto, and may not be altered, modified or waived in whole or in part, except in writing, signed by duly authorized representatives of the parties. Each party acknowledges that in entering into this Agreement, it does not rely on and has not relied on any statement, representation, warranty or other provision (whether oral or written, express or implied and whether made before or after the date of this Agreement) of any person that is not expressly set out in this Agreement. 11.5 Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect and the provision in question shall apply with such modification(s) as may be necessary to make it legal, valid and enforceable. 11.6 Assignment. Except as otherwise expressly permitted in this Agreement, neither party may sell, transfer, or assign its rights and duties under this Agreement without the prior written consent of the other party, except that Pumpt may assign this Agreement in the event of a sale, merger or other business consolidation of all or substantially all of its equity or assets or to an affiliate. This Agreement shall inure to the benefit of the parties, their successors and permitted assigns. 11.7 Waiver and Amendments. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless consented to by both parties in writing. No failure or delay by either party in exercising any rights, powers, or remedies under this Agreement shall operate as a waiver of any such right, power, or remedy. Unless expressly provided in this Agreement, none of the provisions of this Agreement are enforceable or intended to be enforceable by any party or person who is not a Party to this Agreement. 11.8 Governing Law. The laws of the State of New York shall govern the validity, construction, performance, and enforcement of this Agreement without giving effect to principles of conflicts of laws. VENUE FOR ANY LEGAL PROCEEDINGS BETWEEN THE PARTIES ARISING OUT OF THIS AGREEMENT SHALL BE EXCLUSIVELY IN THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK AND SUCH COURTS SHALL HAVE EXCLUSIVE JURISDICTION WITH RESPECT TO ANY SUCH PROCEEDINGS and Each Party irrevocably submits to the exclusive jurisdiction of the Courts of New York, for the purposes of any suit, action or other proceeding arising out of the Agreement. 11.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 11.10 Member Terms. The Sections entitled [END OF CLIENT TERMS]