HomeMy WebLinkAboutContract 49045 CITY SECRETARY G C
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glassdoor
Glassdoor Services Terms
Revised.December 1,2016
These Glassdoor Services Terms (the "Services Terms"), when referenced in a Sales Order (the "Order"), are
entered into by you and Glassdoor, Inc. ("Glassdoor,""we"or"us"). These Services Terms and the Order subject to
these Services Terms are collectively referred to as the"Agreement."
"You"means the Customer listed in the Order, and,where applicable, any agency or other authorized party acting on
your behalf, which shall also be bound by these Services Terms. "Services" mean the services listed in the Order.
Capitalized terms used in this Agreement and not defined in these Services Terms have the meanings specified in the
Order.
1.Term and Termination.The term ("Term")of this Agreement begins on the Effective Date of your initial Order and
continues until the expiration or termination of all Services subject to these Services Terms. Either party may terminate
this Agreement for cause(a)upon thirty(30)days written notice to the other of a material breach if the breach remains
uncured at the end of the thirty (30) day period, or (b) immediately upon notice if the other becomes the subject of a
petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the
benefit of creditors or any similar proceeding under the laws of the jurisdiction in which you do business. If you
terminate this Agreement for cause, we will refund any prepaid fees for the unused portion of terminated Services (on
a pro-rata basis for Subscription Services). If we terminate this Agreement for cause, you agree to pay any unpaid
fees covering the remainder of the Term. In no event will any termination relieve you of the obligation to pay any fees
payable for the period prior to the effective date of termination. (Because pricing is based on your commitment for the
full duration of the Term, (1)we cannot agree to termination for convenience for the Services and(2)we cannot agree
to waive your payment obligations if we are forced to terminate this Agreement for cause.)
Subscription Services (as defined in the Order) are subject to the following auto-renewal terms. Glassdoor will send
you a renewal notice at least sixty (60) days before the date a Subscription Service is set to expire (the "Renewal
Date"). The renewal notice will reflect a renewal period of the lesser of (a) the same duration as the service period
stated on the expiring Order or (b) one (1) year; and any applicable price changes for your service tier. Subscription
Services will automatically renew on terms stated in the renewal notice unless you notify us of your intent not to renew
by sending an email to renewals@glassdoor.com at least thirty (30) days before the Renewal Date. We will send the
renewal notice to the contact email listed in the Order unless you notify us to use another email contact with your
account. If we have your credit card number on file,your card will be charged during the renewal period in accordance
with the billing terms set forth in the applicable Order.
2. Payment & Taxes. Payment terms are stated in the Order. Except as otherwise provided in this Agreement,
payment amounts are in US dollars, payment obligations are non-cancelable, and all fees paid are non-refundable. If
any payment not subject to good faith dispute is thirty(30)or more days past due as of the end of the payment period
specified in the Order, we may charge the lesser of one-percent (1%) per month or the maximum rate allowable by
any applicable law for such late payments and suspend the Services immediately until your payment is brought
current,without waiving or prejudicing any other rights or remedies available to us.
Glassdoor's fees do not include any taxes, levies,duties or similar governmental assessments of any nature, including,
for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever
(collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase of Services. If we have
the legal obligation to pay or collect Taxes for which you are responsible under this section, Glassdoor will invoice you
and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate
taxing authority. For the avoidance of doubt, Glassdoor is solely responsible for taxes assessable against it based on
our income, property and employees.
3.Additional Terms for Certain Services.
(a) Cost-per-click (CPC) Services. These Services are delivered through ad campaigns optimized for search results
based on your priorities. The goal of the campaigns is to utilize the total budget within t fiedi duration.
Nonetheless,the budget is fully earned at the end of the service period. (Job Ads are exa Ib
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(b) Job Slots. Job Slot Services are delivered through sponsored ad campaigns designed by Glassdoor with your
input to cause sponsored jobs to appear higher in search results than organic job ads.
4. Terms of Use & Your Content. From time to time, you may submit or approve content ("Your Content") for
inclusion on the Platform for display and use in accordance with this Agreement and the terms of use of the Platform
property applicable to a Service(the"Terms of Use"). If you have not already agreed to Glassdoor's Terms of Use by
previously creating an Employer Account, you hereby agree to the Glassdoor Terms of Use (available at
hftps://www.glassdoor.com/about/terms.htm) applicable to all Glassdoor-branded properties on the Platform. If you
also purchase Services for display on lovemondays.com.br, you hereby agree to Love Monday's terms of use
(available at https://www.lovemondays.com.br/termos-de-uso). In the event a conflict exists between any of the terms
of this Agreement and the applicable Terms of Use, the terms of this Agreement will prevail to the extent of that
inconsistency.
Your Content includes, as applicable, content for your employer profile, job postings, advertisements and any other
materials you may provide to the Platform in connection with the Services. You understand and agree that you are
solely responsible for Your Content. We reserve the right to reject or remove any of Your Content that, in our sole
discretion, does not comply with the applicable Terms of Use or that may violate any applicable law. (We require the
ability to exercise this right without prior notice, if we deem it necessary, because we cannot agree to continue to host
objectionable or illegal content on our Platform during a notice and discussion period with you. If we remove any of
Your Content pursuant to this right,we will endeavor to promptly contact you to coordinate a resolution.)
5. User-Generated Content. Glassdoor hosts user-generated content ("UGC") submitted by our members. UGC
includes salaries, company reviews, interview reviews, company photos, and other materials. We moderate all UGC
using the same standard of review and you will not receive preferential treatment because you are a client of
Glassdoor.You understand that our application of Glassdoor policies to UGC moderation and our decision whether or
not to remove UGC is within our sole discretion and is not subject to, and cannot constitute a violation of, this
Agreement. (This provision embodies Glassdoor's mission to provide a neutral platform for job seekers to engage in
candid discussion of the workplace and is non-negotiable.)
6. Ownership; Marks. "Marks" means a party's trademarks, service marks and logos. This Agreement conveys no
intellectual property or other ownership rights in a party's Marks or content,the Site, or the Services. You hereby grant
us a royalty-free, non-exclusive, worldwide license to use, reproduce and distribute your Marks and Your Content on
the Platform and as otherwise required to provide the Services to you.
7.Confidentiality. Each party will keep the specific terms of this Agreement confidential and not disclose them to any
third party (other than to its professional advisors and/or affiliates on a confidential basis) without the consent of the
other party or parties, except as required by any applicable law. (Additional confidentiality language is not included in
this section, and we do not typically agree to separate non-disclosure agreements with our clients, because we do not
anticipate receiving any confidential information from you in connection with the Services:the only content we expect
to receive from you is Your Content intended for public display on the Platform.)
8. Force Majeure & Changes to the Platform. Excluding payment obligations, no party will be liable for delay or
default in the performance of their respective obligations if the delay or default is caused by conditions beyond their
reasonable control (a "Force Majeure Event"). If a Force Majeure Event continues for five (5) business days, you
may cancel the remainder of any affected Services under the Order and we will refund any prepaid fees for the
unused portion of cancelled Services(on a pro-rata basis for Subscription Services).
We reserve the right to reasonably manage, modify,or discontinue any portion or feature of the Platform, at our sole
discretion, at any time,for any or no reason.While Platform modification is a customary function of internet platforms
that strive to develop and improve their services, if our modification of the Platform results in the discontinuation of
any Services you've purchased,we will refund any prepaid fees for the unused portion of discontinued Services(on a
pro-rata basis for Subscription Services).
9. Representations and Warranties.
(a) Mutual. Each party represents and warrants that (i) it has all necessary rights and authority to execute and
perform hereunder, including the Order, and (ii) it will comply with all applicable laws, ordinances, regulations, and
codes with respect to its use or provision of the Services.
(b) By You. You will maintain complete and accurate billing and contact information with Glassdoor. In the case of an
agency or other party acting on behalf of the Customer,you represent and warrant that you have the authority to bind
the Customer to this Agreement and that all your actions related to this Agreement will be within the scope of such
agency. If you are a staffing or recruitment agency and intend to post job advertisements under the logos or brands of
other employers, you represent and warrant that you have authority to do so and understand and agree that we may
require separate confirmation of such authority.
(c) By Glassdoor. We will use commercially reasonable efforts to keep the Platform available, but we do not warrant
that access to the Platform will be uninterrupted or available at all times. Use of the Services is at your sole discretion.
Except as otherwise stated in the Order,where applicable: (a) reporting will be based on Glassdoor's numbers and (b)
we disclaim all guarantees regarding positioning, levels, quality, or timing of(i) costs-per-click, (ii) click-through rates,
(iii) usage statistics for any Services; (iv)availability and/or delivery of any impressions on any Display Ads, and (v)the
adjacency or placement of Display Ads.
Except as expressly stated in this Agreement, and to the greatest extent permitted by applicable law,the Platform and
Services are provided "as-is" and "as available" and Glassdoor makes no representation, warranty, covenant or
guarantee of any kind (express, implied, or statutory) with respect to the Platform and Services, and all such
warranties, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and
non-infringement(except as covered in Section 11), are hereby expressly disclaimed by Glassdoor. You acknowledge
and agree that Glassdoor has not represented or warranted that the Platform or Services will be uninterrupted, error-
free or without delay, or that all errors will be promptly corrected. You understand and agree that third parties may
generate impressions or clicks on your ads for prohibited or improper purposes, and you accept the risk of any such
impressions and/or clicks.
10.Limitation of Liability.
Notwithstanding anything to the contrary contained in this Agreement, except with a respect to a party's indemnification
obligations hereunder and to the greatest extent permitted under applicable law, (i) no party will be liable to another
party or any third party for any indirect, special, incidental, punitive or consequential damages arising out of this
Agreement or the use or the inability to use the Platform or Services under any theory of liability and even if they have
been advised of or should have foreseen the possibility of such damages; and (ii) each party's maximum liability
arising out of or in connection with this Agreement or any Platform or Service will not exceed the amount payable by
you to Glassdoor during the Term of this Agreement. These limitations will apply notwithstanding any failure of
essential purpose of any limited remedy.
11. Indemnification; Infringement. To the extent permitted by law, each of us (each, an "Indemnifying Party") will
indemnify, defend and hold harmless the other (the "Indemnified Party") from and against any and all damages,
liabilities, costs and expense (including reasonable attorneys' fees) resulting from any claim, demand, judgment, or
proceeding (collectively, "Claims") brought by a third party either arising out of or relating to (a) a material breach by
the Indemnifying Party of this Agreement, or (b) content (including, software) the Indemnifying Party authorizes or
provides for use on the Platform. (Because you are solely responsible for Your Content, and we are solely responsible
for the software and Services we provide, we require that these indemnity obligations be mutual in order to
appropriately allocate the risk between the parties.)
The Indemnified Party will promptly notify the Indemnifying Party of any Claim for which it seeks indemnification,
provided that failure or delay in providing such notice will not relieve the Indemnifying Party of any obligation to
indemnify and defend the Indemnified Party, except to the extent that the failure or delay prejudices the defense of any
such Claim.
Glassdoor's indemnification obligations above include our agreement to indemnify, defend and hold you harmless from
third party Claims arising from allegations that the Services we provide, as used by you within the scope of this
Agreement, infringe the intellectual property rights of any third party. In addition, if any part of the Services are held,or,
in our sole opinion, may be held, to constitute such an infringement, we, at our option and expense, may either (i)
modify the Services so they become non-infringing, or (ii) replace the Services with functionally equivalent, non-
infringing services reasonably acceptable to you. If neither of these options is commercially practicable, we will
discontinue the Services and provide you a refund of applicable prepaid fees for the unused portion of the discontinued
Services (on a pro-rata basis for Subscription Services). (For the purposes of this section,
"infringement"includes misappropriation of trade secrets.)
This Section 11 (including indemnification obligations) states the parties' entire liability and obligation, and
exclusive remedies, with respect to any alleged or actual infringement of a third party's trademarks, patents,trade
secrets,copyrights,or other similar intellectual property rights by or relating to the Platform or Services.
12.Miscellaneous Provisions.
(a) Relationships of Parties Third Parties. The parties are independent contractors. Nothing in this Agreement is
intended, nor will be deemed,to confer rights or remedies upon any third party.
(b) Assignment, Acknowledgement. No party may assign this Agreement without prior written consent of each non-
assigning party; except that consent will not be required for assignment (i) to an assignee that acquires substantially
all of a party's stock, assets or business, or(ii) to a party controlling, controlled by or under common control with the
assigning party;provided that in the event of any such assignment by you, Glassdoor will only be obligated to perform
the Services for the entity or business unit named in the Order. (We add this last caveat because pricing for the
Services we offer is based partly on entity size and any Services we would provide directly to an acquiring parent
company would likely be subject to a higher pricing tier). This Agreement will be binding upon and inure to the benefit
of the parties and their respective permitted successors, and assigns.
(c) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the
subject matter of the Order and supersedes all previous communications, representations, understandings, and
agreements, either oral or written, between the parties with respect to its subject matter. The Order may be executed
by handwritten,facsimile, digital or electronic signature. Your Order may provide for additional purchases to be made
by email agreement between the parties.Any such additional purchases will be subject to these Services Terms.
(d) Conflicts, Amendment, Survival and Waiver. In the event a conflict exists between any of the terms of a signed
Order and these Services Terms,then the terms stated in the Order will prevail to the extent of that inconsistency. No
modification of these Services Terms will be binding unless set forth in either(a)the Order we submit to you that you
sign, or (b) a writing signed by authorized representatives of both parties. (For the avoidance of doubt, modifications
to these Services Terms in email agreements for additional purchases will not be binding on the parties). If any
provision of these Services Terms is held to be unenforceable by a court of competent jurisdiction, the remaining
provisions will remain in full force and effect.All rights and remedies under this Agreement are cumulative. Provisions
of this Agreement which by their nature would apply after termination will survive termination. The waiver of a breach
of any provision under this Agreement by any party will not be deemed to be a waiver of any preceding or subsequent
breach, nor will any waiver constitute a continuing waiver.
(e) Anti-Corruption. You agree that you have not received or been offered any illegal or improper bribe, kickback,
payment, gift, or thing of value from any of Glassdoor's employees, agents or subcontractors in connection with this
Agreement. You will use reasonable efforts to promptly notify Glassdoor at legal@glassdoor.com should you learn of
any violation of this restriction.
(f) Governing Law, Dispute Resolution. if you are not headquartered or incorporated in North America, you agree
that any dispute,controversy or claim arising under,out of or relating to this Agreement, will be finally determined by
arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce applicable to
commercial disputes by a single arbiter who is (a) fluent in written and spoken English,the language governing this
Agreement, and(b)skilled and experienced with internet services.
(g) Notice. Except as specifically provided elsewhere in this Agreement, any notice required to be delivered under
this Agreement will be effective upon delivery as follows: (a) if to you, (i) when sent via email to the email
address specified in the Order or otherwise on record for you, or (ii) when delivered via express courier or
registered mail, return receipt requested, to the address specified in the Order; and (b) if to Glassdoor, (i) when
sent via email to legal @glassdoor.com, or (ii) when delivered via express courier or registered mail, return receipt
requested, to the following address:Glassdoor, Inc., 100 Shoreline Highway, Building A, Mill Valley, CA 94941,
U.S.A. Any such notice, in either case, must specifically reference that it is a notice given under this Agreement.
DocuSign Envelope ID:BD7BADE0-3DCB-4A8B-A700-2F6CEF907B00
gtassdoor- Sale r
Sales Order
Bill TO Glassdoor Order# G072985
City of Fort Worth,Texas Date 4/25/2017
Nathan Gregory Valid Until
1000 Throckmorton Street
Fort Worth,TX 76102 Glassdoor Contact Lauren Wesley
US
Sold TO Agency of Record
City of Fort Worth,Texas Payment Terms Net 30
Nathan Gregory Currency USD
1000 Throckmorton Street
Fort Worth,TX 76102 Customer PO
us
Essentials-Select A Glassdoor package for City of Fort Worth,Texas on the United Advance- 12 $16,000.00
States(www.glassdoor.com)website that includes Enhanced Semi-Annually-
Profile-Select and 25 Job Slots.Enhanced Employer Profile- 12 Months
Select is a sponsored company page to promote your employer
brand including customizable branded content,company
updates,featured review,analytics on your business and
competitors,audience targeting ability,industry benchmark
reports,10"Companies To Explore"ads on competitor profiles,
and your jobs featured throughout your profile.Also includes
Jobs Spotlight:Glassdoor-designed display advertising built to
promote your brand and open positions.Jobs Spotlight will
deliver 300000 impressions.in addition,Job Slots are sponsored
job advertising placements within the Glassdoor Platform
(website,apps,email alerts,etc.)featured for the service period.
You decide which of your open jobs to run in your Job Slots and
can make changes at any time.
Total $16,000.00
GENERALTERMS
The services listed above (the "Services") are subject to the Glassdoor Services Terms (the "Services Terms") found at
this URL:hftps:Hmedia.glassdoor.com/misc/Glassdoor—Terms-12-2016.pdf.
Click on the link below to view the Services Terms:
hftps:Bmedia.glassdoor.com/misc/Glassdoor—Terms-12-2016.pdf
In the event of any conflict between the terms of this Sales Order(the "Order") and the Services Terms (collectively, the
"Agreement"), the Order shall prevail. As used in this Agreement, "Platform" or "Site" means Glassdoor's websites,
applications, email distributions, and the websites of our network and advertising partners; "Start Date"means the date the
service period for a Service begins to run; "Subscription Service" means any Enhanced Profile, Essentials, or Job Slots
service; and "Display Ads"means solely the following Services: Company Spotlight, Jobs Spotlight, Brand Spotlight, or
Homepage Highlight.
Unless otherwise specified in this Agreement, the date of last signature below(the"Effective Date") will be the Start Date
for the Services. If the Effective Date occurs after a specific Start Date printed on the Order, the Effective Date will become
the amended Start Date for that Service. For renewals of unexpired Subscription Services,the Start Date will be contiguous
with the expiration date of the service period being renewed, notwithstanding anything to the contrary in the Order. Please
allow up to five(5)days for account provisioning. Glassdoor may invoice you as of the Effective Date.
DocuSign Envelope ID:BD7BADE0-3DCB-4A8B-A700-2F6CEF907B00
Enhanced Profiles and Localized Enhanced Profiles purchased for Glassdoor's United States (Glassdoor.com)website are
accessible to users in the U.S. only. Enhanced Profiles and Localized Enhanced Profiles purchased for Glassdoor's Rest of
World(Glassdoor.com)website are accessible to users outside of the U.S.only.
The terms found at this URL:http://media.glassdoor.com/misc/Channel Partner Terms 10-2015.pdf(the "Channel Partner
Tenns') apply only if an agency or other authorized third party(a `Partner') will receive commissions in connection with this
Order. Click on the link below to view the Channel Partner Terms:
hftp://media.glassdoor.com/misc/Channel—Partner—Terms-1 0-201 5.pdf
By signing this Order, you acknowledge that you (a) have read and understood the terms of this Agreement, (b) have not
made changes to this form without expressly bringing them to the attention of Glassdoor personnel,(c)have entered into the
Agreement on behalf of the party("Customer")receiving the Services,and(d)have the authority to bind the Customer(and,
if applicable,the Partner)to the Agreement. This Agreement will not be binding on the parties unless signed by you and an
authorized Glassdoor representative. You may purchase additional services under this Order by email agreement with
Glassdoor subject to the terms of this Agreement. Terms of any purchase or insertion order offered by you related to this
Agreement are void.
SPECIAL TERMS
Governing Law(None).The first sentence of the Section of the Services Terms titled"Governing Law, Dispute Resolution"is
hereby deleted.
Display Ads.The service period for Display Ads Services(as defined on the Order)will be automatically extended until all
impressions are delivered except as follows: Glassdoor will not be responsible for under-delivered impressions, and the
applicable budget will be deemed fully-earned upon the expiration of the service period,if you(a)request that we delay the
scheduled launch of, or stop delivery for, a campaign, (b)fail to provide your own creative ad materials(if required for a
campaign)within two(2)months after the scheduled Start Date or(c)otherwise take action or give instruction that prevents
Glassdoor from fulfilling its impression commitment. For Display Ads that include targeting on and off the Platform,the
targeting mix will be determined by Glassdoor in our reasonable discretion.(For the avoidance of doubt,Job Ads and Job
Slots are not Display Ads Services)
CUSTOMER (OR AUTHORIZED PARTNER) GLASSDOOR, INC.
Name Nathan Gregory Name
Title Assistant Director of Human Resources Title
Signaturef� }� Signature
i
Date Date
Email nathan!/gregory@fortworthtexas.gov
Contract Compliance Manager:
By signing I aclmowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performa cc and reporting requirements.
Name of Emplo
Title
CITY OF FORT WORTH: GLASSDOOR,INC:
By: By:
san Alanis NAME
Assistant City Manager TITLE
Date: S- '4'� a"o ( 1
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Al
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By:
Maryser
City Sec etary �(as
APPROVED TO FORM AND LEGALITY:
By:
hoslyn Y. Hood
Assistant City Attorney
Contract Authorization:
M&C: None Required OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX