Intro

November 9, 2021

The following Service Terms apply to Customer to the extent the specific Service is included in the applicable ordering document. CUEDIn may update these Service Terms from time to time. CUEDIn reserves the right to upgrade, update or discontinue any aspect or feature of a Service in whole or in part; provided, however, that if CUEDIn discontinues a Service in whole during the term of an ordering document, then CUEDIn will provide the Customer with an alternative or replacement service.

Talent Services

Customers will use the Influencing the Talent services (and related services) and information about Members only to influence and hopefully to recruit individuals to become employees or if the Customer is acting as a Provider, only to recruit individuals to become employees and consultants of its clients. "Provider" means a Customer that is an institution, school, organization, staffing agency or employer who wants to either connect their candidates/students/seekers to employment opportunities through a program they offer that connects local talent and employer to gain data on their programs/courses. Customers will inform CUEDIn of its Provider classification with a client before purchasing the Program portal, and the Agency will promptly inform CUEDIn of any change in classification. Provider purchases of the Program portal are governed by the master subscription agreement between CUEDIn and the Provider. Customer’s breach of this Section will be deemed a material breach of the Agreement.

 1.2. Starter Package

Customers will use CUEDIn’s Starter Package ("SP") and information about Members only to influence and recruit individuals to become employees of its clients. Only employers may use the Starter package to engage the next generation of talent. Employer may utilize their current staff to help influence and cultivate this generation of talent for employment purposes. Customer’s breach of this Section will be deemed a material breach of the Agreement.

1.3. Partners Package

Customer will use the Partner Package (and related services) and information about Members only to influence and recruit individuals to become employees. The experience is included in this package which allows employers to offer live sessions that users can register for and engage the employers. All employers are required to follow section 1.5 when presenting in the experience format. Customer’s breach of this Section will be deemed a material breach of the Agreement.

1.4. Enterprise Packages

Customers will use the Enterprise Package (and related services) and information about Members only to recruit individuals to become employees. CUEDIn provides their professional services of video shooting and editing, structured presentation times, utilizing the network to gain more exposure, and consulting to help influence this generation. CUEDIn requires the employers to follow section 1.5 when presenting and engaging with users on our platform. The Customer’s breach of this Section will be deemed a material breach of the Agreement.

1.5. Job Opportunities

The Job Opportunities (collectively, the “Opportunities”) are designed to help Customers reach quality candidates for job opportunities. Opportunities posted under the Network will expire upon the expiration/termination of the date set. These Opportunities allow Customer's postings to be served on properties (e.g., websites and mobile applications) of CUEDIn. Customer is responsible for (i) all postings and content through the opportunities or otherwise to CUEDIn, including but not limited to the job descriptions, creatives, trademarks, images, videos, URLs and pixels that comprise the postings or content therefor (collectively, the “Postings”); and (ii) all content and property to which Postings may direct viewers, as well as redirects (“Destinations”). CUEDIn is able to utilize the content within the platform to further engage talent outside the platform (ie. marketing, examples). The material will be branded for the employer's recognition. Customers may not resell or transfer access to the Opportunities to any other party. Each Posting must be for 1 job opportunity; it is not permitted for a Posting to solicit applications for more than one position. Customers will not copy, duplicate, replicate, scrape or otherwise reproduce jobs from a hiring company’s website and upload them to CUEDIn as Postings without the hiring company’s prior knowledge and authorization. Where a hiring company informs CUEDIn that a Customer has done so without its prior knowledge and authorization, CUEDIn reserves the right to remove such Postings immediately and without prior notice to the Customer. Customer agrees that it will not, and will not enable or authorize any third party, by virtue of the Postings, Destinations, or use of the Jobs Services, to:

Create Postings without a reasonable and legitimate intent to hire for a bona fide job opportunity or the specific position listed;

Create Postings that intentionally misrepresent the job, hiring company, or poster;

Fail to clearly disclose in any Posting that a position is for an independent contractor or is part-time, piecework, commission-based, or has otherwise nontraditional working conditions or compensation may constitute intentional misrepresentation;

Create Postings for “business opportunities” that require payments or recruitment of others or that resemble franchises, multi-level marketing, club memberships, distributorships, or are entirely or almost entirely commission-based;

Provide identifiable candidate resume or application data to any other parties;

“Spam” or otherwise contact applicants for purposes other than related to the specific employment opportunity described in the posting;

Harass, stalk, or contact any applicant after they have asked not to be contacted;

Create Postings in the United States without possessing valid Federal or State Employer Identification Numbers, if applicable, or create Postings in any other location in a manner that would not allow compliance with applicable tax and employment laws;

Create Postings for jobs that require applicants to pay for employment or otherwise bear costs related to employment in violation of applicable law;

Soliciting employees by intentional misrepresentation;

Create Postings, advertise employment positions, or otherwise engage in recruitment or hiring practices that would be a violation of the law in Customer’s state or country, the state or country where the job is to be performed, or the applicable laws of the jurisdiction that governs the LSA between the parties;

Engage in solicitations, communications or transactions that violate any applicable laws or regulations related to the prohibition of employment discrimination, or that violate applicable laws governing legal eligibility to work;

Engage in illegal or fraudulent conduct;

Except as expressly authorized by CUEDIn in writing, use any automated means or form of scraping or data extraction to access, modify, download, query or otherwise collect information from CUEDIn’s websites;

Except as expressly authorized by CUEDIn in writing, copy, modify or create derivative works of the Jobs Services or any related technology; or

Create Postings that contain malware, spyware or any other malicious code or otherwise interfere with the operation of the Jobs Services or any device or system or breach or circumvent any security measure of CUEDIn or a third party.

1.6. Career Media

All Career media that is linked or uploaded to the CUEDIn platform must abide by section 1.5 standards. Failure to do so may result in a deactivated account or termination.

1.7. Applicants

The Applicants tab (referred to as Applicants) is a hiring platform that enables customers to source, cultivate, manage, and hire candidates in one place. Applicants is a system of record that is an applicant management system designed to host all candidate data, including first name and last name, email address, telephone number, professional history, career video content, video application (vap), and other candidate data. Applicants will be used to manage candidates through the recruiting workflow ultimately helping companies and providers collaborate on jobs and candidates and hire on the same platform they use to influence candidates. CUEDIn will use Applicants Data to provide, support, and improve CUEDIn’s Services, including to provide Applicants Data in the aggregate to surface insights and benchmarking to help companies have better insight into their process of influencing and hiring quality talent. Customer is solely responsible for the implementation of Applicants tab, including (i) providing the candidate data in a format that is acceptable to CUEDIn and compatible with Applicants; and (ii) ensuring it has all necessary consents to provide the candidate data to CUEDIn (collectively, the “Implementation”). CUEDIn disclaims any and all liability in connection with the Implementation.

Insights Services

4.1. Custom Insights & Analytics Reports

CUEDIn may generate certain insights and analytics reports on Customer's behalf derived from aggregating applicable Member profile data (“Insights Reports”). CUEDIn, in its sole discretion, may adjust or decline to include certain Member profile data in Insights Reports if CUEDIn believes the exposure of the Member profile data may compromise the privacy of Members or other CUEDIn customers. Insights Reports generated by CUEDIn on Customer's behalf are considered delivered on the date the Insights Reports are sent to Customer, even if CUEDIn provides additional analysis of the Insights Reports at a later date (e.g. responses to follow-up questions, modifications, etc.). CUEDIn will not release any underlying CUEDIn data or third-party data used to generate Insights Reports. CUEDIn retains ownership of all rights, title, and interest to all content included in the Insights Reports (including any associated intellectual property rights). CUEDIn hereby grants Customer a non-exclusive, perpetual, royalty-free, worldwide, non-transferable, non-sublicensable license to use, distribute, and display the Insights Reports for Customer’s non-commercial activity. Customers will be prohibited from externally publishing Insights Reports or sharing Insights Reports with third parties without CUEDIn prior written approval in each instance. Insights Services will expire upon the expiration of the ordering document, and Insights Reports are deemed delivered the earlier of the: (i) actual delivery or (ii) the expiration of the ordering document.

4.2. CUEDIn Talent Insights

The CUEDIn Talent Insights ("LTI") Service provides customers self-serve on-demand, real-time access to aggregated CUEDIn Member profile data. CUEDIn, in its sole discretion, may adjust or decline to include certain Member profile data in the LTI Service if CUEDIn believes the exposure of the Member profile data may compromise the privacy of Members or other CUEDIn customers. CUEDIn will not release any underlying CUEDIn data or third-party data used in the LTI Service. CUEDIn retains ownership of all rights, title, and interest to all content included in the LTI Service (including any associated intellectual property rights). LTI Data is derived from CUEDIn member profiles and company pages and is provided “as-is”. CUEDIn disclaims all liability regarding the quality, accuracy, completeness, and timeliness of the LTI Data. CUEDIn hereby grants Customer a non-exclusive, perpetual, royalty-free, worldwide, non-transferable, non-sublicensable license to use, distribute, and display reports and data generated via the LTI Service (“LTI Data”) for Customer’s internal use. Customer shall not (i) publish externally or share the LTI Data with third parties without CUEDIn’s prior written approval in each instance; (ii) trade, sell/resell or otherwise monetize the LTI Service or LTI Data or access to the same, without CUEDIn’s consent; (iii) scrape or aggregate the LTI Data for the purposes of creating a competing service; or (iv) use the LTI Service or LTI Data to inform pre-investment activities and/or public security investment activities for itself or its end-clients. Notwithstanding anything written in the LSA or any other agreement between the parties, (a) only Customer and the specific Customer Affiliates to which Customer has purchased LTI Services on behalf of under this Order Form ("Authorized Affiliates") will be eligible to use the LTI Services; and (b) Customer (including any successor-in-interest) shall not provision LTI Services to accommodate personnel arising in connection with a Change of Control. “Change of Control” means (i) the sale of all or substantially all of Customer’s assets to a third-party; (ii) any change in the ownership of more than 50% of Customer’s voting capital stock in one or more related transactions; (iii) Customer’s purchase of all or substantially all of a third-party’s assets; (iv) Customer’s purchase of more than 50% of a third-party’s voting capital stock in one or more related transactions; and (v) any Customer merger, consolidation, or acquisition with, by, or into another entity. Pricing for add-on LTI Services requested in connection with a non-authorized Affiliate or a Change of Control will be at CUEDIn’s then-current list rates. Customer’s breach of this Section 4.2 will be considered a material breach of the Agreement. 

Talent Media Services

5.1. General

Customer authorizes CUEDIn to place advertisements ("Media") containing artwork, copy, active URLs, videos, and other advertising material and technology provided by Customer (“Advertising Materials”) on CUEDIn websites and/or third-party network websites, subject to Customer electing to enable or disable the delivery of Media. Customers will upload all media to CUEDIn in accordance with section 1.5. Customers will obtain all necessary rights, consents, licenses and clearances for CUEDIn to include the Advertising Materials in Media. CUEDIn reserves the right, in its sole discretion, to reject or remove from the Site any Media for which the Advertising Materials or the website to which the Media is linked (i) do not comply with the Ad Policies; (ii) do not comply with any applicable law, regulation, other judicial or administrative order, or industry self-regulatory principles; or (iii) may tend to bring, disparagement, ridicule, or scorn upon CUEDIn or its Affiliates. CUEDIn will use all Media in compliance with this Agreement and any written instructions provided on the ordering document. CUEDIn’s measurements are the definitive measurements for calculating fees. Third party impression tracking is unavailable for Media. CUEDIn and its Affiliates may participate in ad placing auctions to promote its own services or otherwise communicate to its users. CUEDIn makes no guarantees as to (a) the results or distribution of any Media in any manner; or (b) any number of sends, impressions, opens or clicks. No make goods or credit will be provided to Customer. CUEDIn does not screen or attempt to verify the accuracy of any information on the Site or in the Member profiles, and, as such, does not guarantee the identity or Personal Data of the individuals who will view the Media purchased by Customer. Unless agreed to otherwise by the parties on the applicable ordering document: (i) Customer will pre-pay for Media in the Enterprise Package (section 1.4); (ii) Media is non-cancellable and non-refundable; (iii) Media will expire upon the removal of the customer or CUEDIn; and (iv) impressions are deemed delivered the earlier of (a) actual delivery or (b) the expiration of the ordering document. As provided in CUEDIn’s Privacy Policy, CUEDIn may use device identifiers obtained on and off the CUEDIn website for Media, including to determine which devices Members may use and serve advertisements to them on their different devices. CUEDIn and Customer will each prominently post a complete and accurate privacy policy on their respective websites and mobile applications, including information regarding cross-device tracking and advertising targeting.

7. Definitions

“Administration” means an instance where a Survey is sent to a group of Survey Respondents. 

“Affiliate” means an entity that controls, is controlled by, or is under common control with, a party; where “control” means direct or indirect ownership of (i) more than 50% of an entity’s voting interest; or (ii) the right to receive more than fifty percent (50%) of an entity’s profits.

“Authorized User” means an employee of Customer who is granted access to use the Platform and view the data on the Platform.

“Maximum Respondents” means the maximum number of Survey Respondents that may be contacted in any single Survey without incurring additional fees.

“Personal Data” means information about an individual that (a) can be used to identify, contact or locate a specific individual; (b) can be combined with other information that can be used to identify, contact or locate a specific individual; or (c) is defined as “personal data” or “personal information” by applicable laws or regulations relating to the collection, use, storage or disclosure of information about an identifiable individual. 

“Premium Services,” “SaaS Services,” “Services” or “Subscription Services” are synonymous and mean access to the hosted “Glint Platform” and the Modules listed above that were purchased. 

“Sensitive Data” means (i) “special categories of personal data” under the GDPR; (ii) racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, or health or sex life for data subjects located outside of the United States; or (iii) any financial account or credit card information or any government identification numbers.

“Survey” means any survey presented to Survey Respondents through the Services, including Recurring and Ad Hoc Surveys, On Demand Surveys, and Lifecycle Surveys.

“Survey Respondent” means an employee or contractor of Customer who is sent a Survey.

“Users” means, collectively, Authorized Users and Survey Respondents. 

7.1. Usage, Aggregation and Transfer of Data

Except as provided in these Service Terms or as otherwise agreed in writing by the parties, raw survey responses identifying individual survey respondents and Personal Data (as defined in Section 1 of the DPA) associated with individual survey respondents (“Identifiable Data”) will not be provided to Customer. Customers will not attempt to discern Identifiable Data. Customer shall provide appropriate notices to Customer Users about, and if required by applicable law or regulation, obtain appropriate consent or other appropriate legal basis from Customer Users for: (i) the collection, transfer and processing of Customer data through the Services and (ii) Customer’s use of any service providers or other third-parties that Customer instructs CUEDIn to send data to or receive data from CUEDIn. Customer represents that it will not process Sensitive Data through the Services. Customer may allow its Affiliates to access and use the Services if Customer is fully liable for its Affiliates’ use of the Services and compliance with the Agreement (with each Affiliate also a “Customer”). CUEDDIN shall be responsible and liable to Customer for the acts and omissions of its sub processors or other subcontractors in connection with providing the Services. 

7.2. Survey Email and Identifiable Data 

CUEDIn reserves the right to send surveys to our users to better improve our platform and processes. Customers who are in the Programs may use surveys to improve their programs and connections with employers and students. The user isn’t obligated to participate in any of the surveys sent by either CUEDIn or a Program. 

7.5. Data 

Customer agrees that on the archive of their account by going to settings and selecting the “Archive Account” button, at the choice of Customer, the following will occur: the user doesn’t have to access their profile or upload any further content. This will remove your profile from the Network.