HomeMy WebLinkAboutContract 48206 CiTY SECRUARY
CONTRACT NO.�- - ---
JOB POSTING AGREEMENT
This Job Posting Agreement("Agreement"),dated September 16,2016,is entered into by and between City of Fort Worth
("Client"),and ZipRecruiter,Inc.("ZipRecruiter")(collectively,the"Parties"and individually,a"Party"),and sets forth the
terms under which Client can post jobs and review resumess(collectively,the"Services").
For good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties agrees as
follows:
1) Services. Subject to the terms herein and In consideration for the ZipRecruiter Fee stated in Section 3 below,Client
shall have the right to conduct the following activities with respect to use of the Services during the Term(defined
below):
a) 50 Job slots per month.
b) View and access 25 full resumes views per month and receive access to unlimited resumes previews per month.
c) 10 employees at Client(each,an"Authorized User")are authorized to access the Services(each,an"Account").
Client shall not resell the Services,i.e.,Client shall not charge(or receive payment from),any individual or entity
for use of,or access to,the Services.
(1) Client is responsible for all activity,acts or omissions by Authorized Users. Accounts may not be shared.
Client shall ensure that Authorized Users comply with this Agreement,and shall promptly notify ZipRecruiter
of any suspected or alleged violation of this Agreement including any unauthorized use of any password or
account or any other known or suspected breach of security. Client shall cooperate with ZipRecrulter with
respect to:(1)investigation by ZipRecruiter of any suspected or alleged violation of this Agreement and(Ii)any
action by ZipRecruiter to enforce this Agreement. ZipRecruiter may suspend or terminate an Authorized
User's access to the Services in the event that ZipRecruiter reasonably determines that such Authorized User
has violated this Agreement or appears likely to do so. Client shall be liable to ZipRecruiter for any violation of
this Agreement by an Authorized User.
d) 1S Traf Boost'"credits per month during the Term.
2) Term of Agreement. This Agreement will commence on the Effective Date(defined below),and will continue for a
period of twelve(12)months thereafter(`Term")unless earlier terminated as provided herein.
a) Notwithstanding the foregoing,either Party may terminate this Agreement for cause(1)upon three(3)days prior
written notice to the other Party,of a breach by the other Party,if such breach remains uncured at the expiration
of such period;or(ii)immediately upon written notice if the other Party becomes the subject of a bankruptcy,
Insolvency,receivership,liquidation,assignment for the benefit of creditors or similar proceeding. ZipRecruiter
may immediately suspend Client's access to the Service or terminate the Agreement for Client's failure to pay the
ZipRecruiter Fee or any installment thereof timely,provided,however,that,any such termination will not relieve
Client of the obligation to pay the Z1pRecruiter Fee.
b) ZipRecruiter may suspend Client's access to the Services without notice in the event of a suspected violation of this
Agreement or terminate the Agreement immediately in the event of recurring violations of the terms of this
Agreement(including the Website Policies,as defined below).
c) ZipRecruiter may terminate the Agreement via email notification for convenience during the Term and in the event
of such termination for convenience,Client will receive a pro-rata refund of any pre-paid fees pertaining to
services paid for,but not provided,for the balance of the Term,which shall be the sole and exclusive remedy for
Client.
d) Company may terminate the Agreement for convenience by sending written notice to Z1pRecruiter via email to
businessaffairsC@ziorecruiter.com. In the event of such termination for convenience, Company will not receive a
refund of any pre-paid fees and any sums owing with respect to the entire amount of the ZipRecruiter Fee,shall
become immediately due.
Page 1 of 8 ZlpRecrulter Confidential
UFFICIAL RECORD
CITY SECRETARY
FT,WORTH,TX
e) Upon any termination or expiration of this Agreement,ZlpRecrulter will stop providing the Services as set forth
herein,and all payments owed by Client to ZipRecruiter under this Agreement shall become immediately due and
payable. Notwithstanding any termination or expiration of this Agreement,the rights and obligations under this
Agreement,which by their nature should survive,will remain in effect after the termination or expiration of this
Agreement,these include,but are not limited to,Sections 3 through 13.
3) ZipRecruiter Fee.in return for access to the Services under Section 1 during the Term,Client will pay ZipRecrulter a fee
of USDS23.838.00,which fee shall be paid by ACH within 30 days of invoicing(TipRecruiter Fee"). if Client wishes to
add additional job slots,full resume views,TrafficBoost credits and/or Authorized Users during the Term("Additional
Services"),the Client will be invoiced separately for such Additional Services at the then-existing cost,but the use of
such services will be governed by the terms of this Agreement. Delinquent payments may bear interest at the rate of
one-and-one-half percent per month(or the highest rate permitted by law,if less)from the payment due date until
paid in full. To the extent permitted by law,Client will be responsible for all reasonable expenses(including attorneys'
fees)incurred by ZipRecruiter in collecting delinquent amounts,except where the delinquent amounts are due to
billing inaccuracies. In the event that payment of the ZipRecruiter Fee or any portion thereof,is overdue,ZlpRecruiter
reserves the right to either(1)immediately suspend or terminate the Agreement without notice,and in the event of
any such suspension or termination,Client will remain responsible for the entire ZipRecruiter Fee. All fees and
payments stated herein exclude,and Client will pay,if applicable,any sales,use or other tax related to the performance
of its obligations herein,exclusive of taxes based on the net income of ZlpRecruiter. If at anytime ZipRecrulter is
required by a taxing authority to pay any taxes not previously collected from Client,Client will promptly submit such
taxes(including applicable penalties and interest,if any)to ZipRecruiter upon written notice.
4) Job Posting Obligations.
a) ZlpRecruiter specifically prohibits and Client agrees not to post or promote jobs or opportunities that:
1) Contain the names(or other personal information),logos or trademarks of persons or companies unaffiliated
with Client;
ii) Are from a job board;
ill) Contain outdated,inaccurate,false,or misleading information;
Iv) Contain content or links to content that exploits people in a sexual,violent or other manner,or solicits
personal information from anyone under the age of 13;
v) Do not comply with applicable local,national and international laws,including but not limited to laws relating
to anti-discrimination,labor and employment,equal employment opportunity and employment eligibility
requirements,data privacy,data access and use,and intellectual property,
vi) include any screening requirement or criterion In connection with a job posting where such requirement or
criterion is not an actual and bona fide requirement of the posted job;
vii) Sell,promote or advertise products or services;
viii) Require applicants to pay to apply,pay for training,pay for training materials,or pay for samples;
ix) Advertise sexual services or seek employees for jobs of a sexual nature;
x) Request the use of human body parts or the donation of human parts,including,without limitation,
reproductive services such as egg donation and surrogacy;
A) Endorse a particular political party,political agenda,political position or Issue,or promote a particular religion
xii) Except where allowed by applicable law,require the applicant to provide information relating to his/her(A)
racial or ethnic origin(B)political beliefs(C)philosophical or religious beliefs(D)membership of a trade union
(E)physical or mental health(F)sexual life(G)the commission of criminal offences or proceedings or(H)age,
All) For jobs posted In the U.S.,requires U.S.citizenship or lawful permanent residence in the U.S.as a condition of
employment,unless otherwise required in order to comply with law,regulation,executive order,or federal,
state or local government contract;
xiv) Contain links to any site competitive with ZipRecruiter other than to an actual job posting;or
xv) Contain any franchise,pyramid scheme,"club membership",distributorship or sales representative agency
arrangement or other business opportunity which requires an upfront or periodic payment,pays commissions
only(except for postings that make clear that the available job pays commission only and clearly describes the
Page 2 of 8 ZEpRecrulter Confidential
product or service that the job seeker would be selling,in which case such advertisements are permissible),or
requires recruitment of other members,sub-distributors or sub-agents.
b) Client represents and warrants that (1)job postings("Job Advertisements")and any other Client Content provided
by Client(whether owned by Client or Client's clients),will not contain any third party's personal data or
Information unless otherwise approved by ZipRecruiter in writing;(11)Job Advertisements will comply with all
advertising standards,applicable laws and other regulations;(iii)Client holds the necessary rights to permit the
publication and use of such advertisements by ZipRecruiter for the purpose of this Agreement,and(iv)the use,
reproduction,distribution or transmission of Job Advertisements will not violate any applicable laws or any rights
of any third parties,including,but not limited to,infringement of any copyright,trade mark,or other proprietary
right,false advertising,defamation,any other right of any person or entity. For the purposes of this Agreement,
"Client Content"means Job Advertisements,and any other content made available by Client to ZipRecruiter under
this Agreement or otherwise through Client's use of the ZipRecruiter services. To the extent authorized under the
Constitution and laws of the State of Texas, Client shall indemnify and hold ZipRecruiter,its licensors,officers,
directors,employees,attorneys and agents harmless from and against any and all third parry claims,costs,
damages,losses,liabilities and expenses(including attorneys'fees and costs)arising out of or in connection with
Client Content or Client's breach of this Agreement. Client is solely responsible for any liability arising out of
publication of Job Advertisements or other Client Content or relating to any material to which users can link
though such advertisements
c) If applicable,Client shall ensure that Job Advertisements link to the source applicant tracking system(ATS)
responsible for the Job Advertisement.
d) If Client requires wrapping of job posts or job advertisements from any website,Client represents that any such
wrapping will not cause ZipRecruiter to violate the intellectual property rights of any third party.
e) Client accepts that ZipRecruiter acts as a passive conduit for the online distribution and publication of Job
Advertisements and has no obligation to screen the content of such advertisements or any other Client Content.
However,ZipRecruiter may review and not display on or distribute,and/or remove,any Job Advertisements from,
the Services that(i)violate this Agreement,violate applicable laws,rules or regulations,(11)is abusive,disruptive,
offensive or illegal,(iii)violate the rights of,or harms or threatens the safety of,ZipRecruiter users or members or
(iv)was purchased by fraudulent credit cards.
5) Resume Database Access License. ZipRecruiter grants Client a limited,revocable,non-transferable,non-exclusive right
to access the Resume Database("Database")pursuant to Section 1 of the Agreement for the purpose of viewing
and/or downloading copies of available resumds solely for use by the Client in seeking employment candidates.
References to"resumd"as used in this Agreement will include curriculum vitae or any other similar written overviews
of a person's experience and other qualifications. ZipRecruiter acts as a passive conduit for receipt of resumds and has
no obligation to screen resumds,verify the identity of the person submitting a resumd,or verify the accuracy of the
contents of resumes. if a jobseeker opts out of the Database at any time,ZipRecrulter reserves the right to block
access to,and/or remove,the job seeker's resume from the Database. Client represents and warrants that(1)it will use
the Database in accordance with all applicable privacy and data protection laws;(11)it shall not further disclose any of
the data from Database to any third party,unless Client is an authorized recruitment agency,staffing agency,
advertising or other agency acting on behalf of a client,and using the resume explicitly for seeking candidates on behalf
of its clients for employment purposes; (iii)it shall implement appropriate physical,technical,and administrative
measures to protect data obtained from the Database from loss,misuse,unauthorized access,disclosure,alteration or
destruction;and(iv)It shall not share login credentials with any other party. Client agrees to comply with the
following rules regarding access to the Database:
a) The contact information from resumes in the Database shall not be used to send unsolicited mail or e-mails,make
unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of Client's or a third
party's products or services.
b) Client shall respect the privacy choices of job seekers.
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ZtpRecruker Confidential
c) The Database shall only be used by Client for the purpose of seeking employees for Client(if Client is the direct
employer)or for Client's clients(if Client is an authorized recruitment agency,staffing agency,advertising or other
agency acting on behalf of a client).
d) The Database shall not be used in any way that,in the sole discretion of ZipRecruiter,adversely affects ZipRecruiter
business,performance of the Services,or interferes with the ability,of others to access the Database.
e) Client shall remain primarily liable for all acts or omissions of Authorized Users and for any activity under its
account.
6) Ownership.
a) All Client Content shall at all times remain the property of Client or its licensors'. Client grants to ZipRecruiter and
Its affiliates,a royalty-free,fully paid up,non-exclusive,sublicensable(including to operators of third party job
posting services("Distributors")and APi Users(defined below))and worldwide license to use,copy,reproduce,
publish,perform,display,and distribute such intellectual property(in whole or in part)solely in connection with
the Services and subject to Section 11 below.
b) ZipRecruiter shall retain all right,title and interest,including all intellectual property rights,in and to:(i)any
proprietary technology and software contained or incorporated in or part of the Services and(ii)the content
(excluding Client's intellectual property)on or part of the Services(including without limitation all resumds),and all
elements which are a part of or incorporated in(or constitute a collection or compilation of)any of the foregoing.
Nothing in this Agreement restricts ZipRecruiter from offering its Services to any other individual or entity or
restricts ZipRecruiter from exercising any rights it has at law(including under the U.S.Copyright Act).
7) Confidentiality.
a) Confidential information.For the purposes of this Agreement,"Confidential Information"means business or
technical information disclosed by one Party to the other,that:(i)if disclosed in writing,is marked"confidential"
or"proprietary"at the time of such disclosure;(11)if disclosed verbally,is identified as"confidential"or
"proprietary"at the time of such disclosure;or(iii)under the circumstances,a person exercising reasonable
business judgment would understand to be confidential or proprietary. Without limiting the foregoing,the terms
and conditions of this Agreement is the Confidential Information of ZipRecruiter.
b) Confidentiality Obli atP ions.During the Term and for a period of two(2)years thereafter,each Party shall treat as
confidential all Confidential Information of the other Party and not disclose such Confidential Information except
to authorized employees(and in the case of ZipRecruiter,its Service Providers including Distributors),of the
receiving Party.Without limiting the foregoing,each Party shall treat the other Party's Confidential Information
with at least the same degree of care it uses to prevent the disclosure of its own Confidential Information,but in
no event less than reasonable care.Upon expiration or termination of this Agreement,each Party shall return or
destroy all tangible copies of any Confidential Information received from the other Parry.Each Party acknowledges
that a breach of this section by it would result in irreparable harm to the other Party,for which money damages
would be an insufficient remedy,and therefore that the other Party shall be entitled to seek injunctive relief to
enforce the provisions of this section. Client shall ensure that Account information is kept secure and confidential.
c) Exclusions.Notwithstanding the obligations set forth in Section 7b,Confidential Information shall not include
information that the recipient can prove by legally sufficient evidence:(i)was generally available to the public,(11)
was known to the recipient,without restriction,at the time of disclosure by the disclosing Party,(iii)is disclosed
with the prior written approval of the disclosing Party;(iv)was independently developed by the recipient without
any use of the Confidential Information;(v)becomes known to the recipient,without restriction,from a source
other than the disclosing Party without a duty of confidentiality to the disclosing Party,or(vi)is disclosed(A)in
response to an order or requirement of a court,administrative agency,or other governmental body,provided that
the receiving Party gives reasonable notice,if permitted or practicable,to the disclosing Party to enable it to
contest such order or requirement;(B)on a confidential basis to its legal or professional advisors,(C)as required
under applicable securities regulations;or(D)on a confidential basis to present or future providers of venture
capital and/or potential private investors in or acquirers of such Party. In the event of a disclosure that is required
under Section 7(c)(vl)(A),ZipRecruiter will submit to the Office of the Attorney General,written reasons for its
Page 4 of 8 ZipRecruiter Confidential
objection to disclosure. The decision as to the sufficiency of such objections shall be determined by the Office of
the Attorney General of the State of Texas or by a court of competent jurisdiction.
8) Disclaimer of Warranties. Client assumes sole responsibility and liability for results obtained from the use of the
Services and for conclusions drawn from such use. THE SERVICES ARE PROVIDED ON AN"AS IS"AND"AS AVAILABLE"
BASIS AND AT CLIENT'S OPTION AND RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,THE SERVICES
ARE PROVIDED WiTHOUT WARRANTIES OF ANY KIND,WHETHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED
TO,IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR NON-INFRINGEMENT.
ZIPRECRUITER DOES NOT GUARANTEE ANY RESULTS FROM USING THE SERVICES. WITHOUT LIMITING THE
FOREGOING,ZIPRECRUITER,ITS SUBSIDIARIES,AND ITS LICENSORS DO NOT WARRANT THAT ANY CONTENT IS
ACCURATE,RELIABLE OR CORRECT;THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS;THATTHE SERVICES WILL
BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION,UNINTERRUPTED OR SECURE;THAT ANY DEFECTS OR ERRORS
WILL BE CORRECTED,OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY
CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT
CLIENrs OWN OPTION AND RISK.
9) Damages;Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT SHALL
ZIPRECRUITER,ITS AFFILIATES,AGENTS,DIRECTORS,EMPLOYEES,SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT,
INDIRECT,PUNITIVE,INCIDENTAL,SPECIAL,CONSEQUENTIAL OR EXEMPLARY DAMAGES,INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OF PROFITS,GOODWILL,USE,DATA OR OTHER INTANGIBLE LOSSES,THAT RESULT
FROM THE USE OF,OR INABILITY TO USE,THE SERVICES. IN NO EVENT SHALL ZIPRECRUITER,iTS AFFILIATES,AGENTS,
DIRECTORS,EMPLOYEES,SUPPLIERS,OR LICENSORS BE LIABLE FOR ANY CLAIMS,PROCEEDINGS,LIABILITIES,
OBLIGATIONS,DAMAGES,LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT PAID BY CLIENT TO
ZIPRECRUITER HEREUNDER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS
BASED ON CONTRACT,TORT,NEGLIGENCE,STRICT LIABILITY,OR ANY OTHER BASIS,EVEN IF ZIPRECRUITER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE
FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
10) Indemnification.To the extent authorized under the Constitution and laws of the State of Texas, Client shall
indemnify,defend and hold harmless ZipRecruiter,its officers,directors,employees,agents,affiliates,licensors,
successors and assigns(collectively,the'21pRecruiter Indemnified Parties")from any and all claims,losses,liabilities,
damages,fees,expenses,and costs(including attorneys'fees,court costs,damage awards,and settlement amounts)
that result from or relate to any claim or allegation against any of the Indemnified Parties arising from(a)the use of the
Services,whether or not in breach of this Agreement,or applicable law, (b)any negligent or more culpable act or
omission of Client or its personnel(including any reckless or willful misconduct)in connection with the performance of
Its obligations under this Agreement;or(c)any failure by Client to comply with any applicable federal,state,local or
international laws,regulations or codes in the performance of its obligations under this Agreement.
11) License Grant.
a) By posting any Client Content on or through the Service,Client expressly grants,and represents and warrants that
It has a right to grant,to ZlpRecruiter(1)a royalty-free,transferable,non-exclusive,worldwide license during the
Term(subject to Section 11 d)),to use,reproduce,adapt,annotate,translate,publicly perform,publicly display,
and make derivative works of all such Client Content in whole or in part for the purpose of operating and providing
the Services hereunder,and(li)a perpetual,irrevocable,royalty-free,transferable,non-exclusive,worldwide
license to use,reproduce,adapt,annotate,translate,publicly perform,publicly display,and make derivative works
of all such Client Content in whole or in part for ZipRecrulter internal use.
b) Client grants to ZipRecruiter a royalty-free,transferable,non-exclusive,worldwide,license during the Term to use,
publicly display,and reproduce Client's trademarks,trade names,logos and other distinctive brand features
("Brand Features")for the limited purpose of identifying Client as a user of the Services as contemplated by the
Service. Use of Client's Brand Features shall be in accordance with the Logo Use Policy contained in Exhibit A
attached hereto and incorporated herein by reference,provided,however,that,to the extent that Client's Brand
Page 5 of 8 ZipRecruiter Confldential
Features are contained or incorporated in Job Advertisements provided by Client,ZipRecruiter shall not be
obligated to comply with such logo Use Policy.
c) ZipRecruiter may sublicense the rights granted in Sections 11a)and 11b)of this Agreement to users of the Services,
and entities in the ZipRecruiter Distribution channel,Including,without limitation,Distributors and companies that
use 71pRecruiter application program interfaces("API Users"),solely in connection with providing the Services
contemplated hereunder.
d) Client agrees that ZipRecruiter has no obligation,and may be unable,to remove job postings once they have been
(1)distributed to a Distributor's services and to API Users,(11)listed in search engine results,or(iii)incorporated
Into fixed media displays of ZipRecrulter or Distributor or API Users,products or services,and in each case(i)to(iii)
above,the license grant from Client in Sections 11a),11b),11c),above will be perpetual and irrevocable for such
uses.
12) Website Terms of Use and Privacy Policy. The Terms of Use and the Privacy Policy(collectively,the"Website
Policies"),as amended from time-to-time,are incorporated herein by reference. The Website Policies are located on
the ZipRecruiter website. Client acknowledges and agrees that it has reviewed,and as applicable shall comply with,the
Website Policies at all times during its use of the Services.
13) Miscellaneous.
a) Notices and Requests. Unless otherwise expressly stated, any notice required by this Agreement or given In
connection with it,shall be in writing and shall be deemed delivered to the Party receiving such communication(1)
on the delivery date if delivered personally to the Party, (ii)two business days after deposit with a commercial
overnight carrier,with written verification of receipt; (iii)five business days after the mailing date,if sent by first
class US mail, postage prepaid, return receipt requested;or(iv)on the delivery date if transmitted by confirmed
email. Notices shall be addressed to the following contacts,address,or email address or such other addresses or
email address as either Party may designate in writing to the other in accordance with this section:
If to ZipRecrulter: ZipRecruiter,Inc. If to Client:City of Fort Worth
401 Wilshire Blvd.,11th Floor,Santa Monica,CA 90401 1000 Throckmorton Street,Fort Worth,TX 76102
Attn: Business Affairs Brian Dickerson,Director of Human Resources
Email: businessaffairs@ziprecrulter.com 817-392-7553; brlan.dickersont9fortworthtexas.aov
With a copy to:City Attorney's Office at the same address
b) Assignment, Successors and Assigns. Client may not assign this Agreement without the written consent of
ZipRecruiter, which consent shall not be unreasonably withheld. Any assignment made in conflict with this
provision shall be void. Subject to the foregoing,this Agreement shall benefit and bind the permitted successors
and assigns of the Parties.
c) Force Maieure. Neither Party to this Agreement will be liable for failure to perform any of its obligations
hereunder during any period in which such performance is delayed by fire, flood,war, riot, embargo, organized
labor stoppage,earthquake,acts of civil and military authorities,or any other acts beyond its reasonable control,
provided,however,that the Party suffering such delay notifies the other Party of the delay as soon as is reasonably
practicable.
d) Independent Contractor. The Parties to this Agreement are independent contractors,and this Agreement shall not
be construed to create a partnership,joint venture,employment or other agent relationship between the Parties.
Each Party shall be solely responsible to compensate any employees, agents or representatives employed or
engaged by it to perform duties under this Agreement and for all taxes,duties and all charges of any governmental
authority arising from its activities under this Agreement.
e) Severability:Waiver. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction,
such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be
deemed to be severed from the Agreement. No failure by either Party to exercise, or to delay in exercising,any
rights hereunder shall operate as a waiver hereof,nor shall any single or partial exercise of any right hereunder by
either Party preclude any other or future exercise of that right or any other right hereunder by that Party.
Page 6 of 8 ZipRecrulter Confidential
f) Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Texas without regard to its conflict of law principles. Any and all disputes with respect to this
Agreement shall be resolved in a non-binding mediation upon written consent of authorized representatives of
both Parties in accordance with Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.
g) No Third Party Beneficiaries. No person or entity not a Party to this Agreement will be deemed to be a third party
beneficiary of this Agreement or any provision hereof.
h) Equitable Relief. Each Party acknowledges that a breach by the other Party of any confidentiality or proprietary
rights provision of this Agreement may cause the non-breaching Party irreparable damage,for which the award of
damages would not be adequate compensation. Consequently,the non-breaching Party may institute an action to
enjoin the breaching Party from any and all acts in violation of those provisions,which remedy shall be cumulative
and not exclusive, and a Party may seek the entry of an injunction enjoining any breach or threatened breach of
those provisions, In addition to any other relief to which the non-breaching Party may be entitled at law or in
equity.
I) Audit Rights. ZipRecruiter agrees that the Client shall at Client's expense, until the expiration of three (3) years
after final payment under this Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of ZipRecruiter involving transactions relating to this Agreement. The place and
time of such audits must be reasonable and mutually agreed to by the Parties. Client shall provide ZipRecruiter
with no less than sixty(60)days'prior written notice(via email)of any request for an audit and such notice shall be
sent to: contracts@ziprecruiter.com,and ZipRecruiter may satisfy such request by providing copies of the records
requested by Client. Client shall be subject to the confidentiality obligations under Section 7 with respect to any
materials provided by ZipRecruiter under this Section 13(i).
J) Execution.Counterparts and Digital/Fae4A4Ie/PDF Signatures. This Agreement may be executed simultaneously in
one or more counterparts,each of which shall be deemed an original,but all of which together shall constitute one
and the same instrument. This Agreement may be executed by any Party by delivery of a digitaliti#e
signature, or a signature in "PDF" format, which signature shall have the same force and effect as an original
signature. Each Party agrees to execute such further instruments, documents and agreements as may be
reasonably requested by the other Party in order to carry out the provisions of this Agreement.
k) Entire Agreement. This Agreement together with the Website Policies, constitutes the entire agreement between
the Parties concerning the subject matter hereof, and supersedes all prior and contemporaneous agreements,
proposals, oral or written, and all other communications between the Parties with respect to the subject matter
hereof. In the event of a conflict between the provisions of this Agreement and the Website Policies, the
provisions of this Agreement will control. No Party is relying upon any warranties, representations, or
inducements not set forth herein. No term or condition of this Agreement may be amended,changed, modified or
waived except in a writing signed by both ZipRecruiter and Client, which expressly refers to this Agreement and
specifically states the term or condition to be amended,changed,modified or waived.
IN WITNESS WHEREOF, the Parties by their duly authorized representatives, have executed this Agreement as of the
dates)set forth below,the latter of which shall be the effective date of this Agreement("Effective Dat
City of Fort WorthRec iter,
C, y
By:
Susan Alani ,Assistantf City Manager G. oil I , ups n ssa s
Date:
-- Date:
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APPROVED AS'i'D F01-16iANDLEGALITY- "Coo J
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Page 7 of 8 iter-Eon dentialo��
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EXHIBITA
I.000 Use Policy
1.Typesetting,stretching,skewing or altering the city logo in any way is prohibited.
2.The city logo may be used in conjunction with events that city is sponsoring,but may not be used for events merely on
city property or on materials produced by outside organization that eventually intend to benefit the city.
3.Use of the city logo by any individual or organization without expressed written consent of the City Manager's Office Is
prohibited
4.The city logo must be separable from any program logo.The city logo cannot be used as part of another logo.
S.The city logo may only be presented in its original two-color format,or in either solid black or solid white.
6.To ensure the city logo is presented consistently,the logo should match the following Pantone Matching System(PMS)
colors and fonts:
Fort Worth and department names:
Font:Chelthenham
PMS:288
RGB:0,51,127
HEX:#00337F
Molly(longhorn):
PMS:725
RGB:117,56,2
HEX:#753802
Pelle a of 8 EpRecrulter Confidential