Please read these terms carefully. This is a contract (the "Agreement") between you (the "Customer"), and us (Parrut, Inc. dba "Uncubed"), collectively the "Parties". This describes our business relationship including our obligations and yours. In order to do business with us and use any of our services (the "Services"), you must agree to these terms. By signing an Order Form, or placing an order on Uncubed.com or otherwise using the websites operated by Uncubed (collectively, the "Site"), you are agreeing to these terms and acknowledging that you have reviewed our Privacy Policy.
We update these terms periodically. When those changes are significant, we will send out notifications by email. You should also review the terms at any time on this page.
DEFINITIONS
Company Page. A page of the Site dedicated to a company for purposes of offering information for Users about the company and its job opportunities. Purchase of Services related to a Company Page are covered by a Plan or through an Order.
Confidential Information. All information provided by you or us (the "Discloser") to the other party (the "Receiver") that is designated or intended to be confidential. This includes specific information about Plans and Order Forms (defined below), pricing, business plans, customer data, and technical data. This does not include any information that is publicly available or generally known to be public.
Job Board. The Job Board is part of the Site provisioned by Uncubed, along with related services, to allow jobseekers to review open employment opportunities and to allow companies to make their employment opportunities available to jobseekers.
Order. An order to purchase Services specified via an Order Form (defined below).
Order Form. The document specifying the terms of the Order. Terms and conditions identified in the Order Form will supercede those listed in this Agreement where there is a conflict.
Plan. Job Board services are offered under plans based on the level of services and features provided and other factors, each a Plan.
Qualifying Offer. An offer for employment made to a Search Candidate listed on the Search Platform.
Search Candidate. A User who has been approved for participation on, and access to, the Search Platform based on their Uncubed profile and other information.
Scope of Work. The document created by Uncubed that summarizes work to be completed by Uncubed, in conjunction with an Order, or when the work is not covered in a standard Plan.
Search Platform. The Services designed to deliver access to Search Candidates.
Services. The applications, tools, and platforms made available to you, which are developed, operated, and maintained by Uncubed and available on Uncubed.com or another designated URL and via email and other mediums, along with any ancillary products or services, including the production of video, other content, and event participation.
Subscription Fees. Amounts charged to the Customer on a recurring, monthly basis, associated with a Plan.
Term. The Term is the period for which the Customer is paying for the Services.
Users. Jobseekers and other general visitors to Uncubed.com, other designated URLs, and users of ancillary products and services.
1. GENERAL
Access. Our Services are made available to Customers for the period outlined in the Plan, Scope of Work, or Order Form.
Account Registration. When you create an account, or enter in to an Order Form to purchase Services, you agree to provide accurate, true, and up-to-date information about you and to maintain such information for the term of the Plan or during the delivery of the Services. You are responsible for all activities related to your account, whether conducted by you or a third-party.
Availability. We make every effort to make the Services available 24 hours per day, seven days per week. If we have any planned outages or downtimes that will impact availability, we will make reasonable efforts to communicate this.
Use of Third Party Technology and Services. We may use technology and services from third parties to deliver or enhance the Uncubed Services.
Prohibited Use. You will not use the Services in any manner that damages, disables, overburdens, or impairs the Site or interferes in any way with the general functionality of the Site, attempt to gain unauthorized access to the Services, or to any User data, or use the Services for any purpose or in any manner that is unlawful or prohibited by this Agreement.
We reserve the right to suspend your account at any time if you are violating, or we suspect you are violating, any terms of this Agreement.
Notification of Compromised Data. You will notify us as soon as possible of any unauthorized use of your usernames or passwords.
Orders and Use by Third Party Agents. If you are using the Services or placing orders on behalf of another entity, you are representing and warranting that you have the legal authority to do so and are authorized to bind that entity to this Agreement.
2. CONTENT SERVICES
This section covers terms specific to video creation and other content-related Services.
Content License & Display of Content. Customer grants Uncubed a royalty-free, and universal license to use the content produced from an Order for use on the Site and distribution to Users, either in accordance with the terms of an Order Form, or at the discretion of Uncubed. You can terminate this license at any time, with thirty (30) days written notice.
Content Scope of Work. All content services will be described in a Scope of Work. The Scope of Work will outline the deliverables and process, and may include cost detail, if not covered in the Order Form.
Customer Submissions. Uncubed acknowledges and agrees that all material created or supplied by you or your employees, including but not limited to any and all notes, text, designs, graphics, images, know-how, videos, or other material (collectively, "Customer Submission"), will remain your property. You grant Uncubed an irrevocable, indefinite, universal, and royalty-free right and license (the "Submission License") to use, reproduce and display each Customer Submission for the purpose of creating, reproducing, displaying, using and/or promoting video or other content in conjunction with the Services.
Production Costs & Expenses. Uncubed will be responsible for all standard and reasonable production costs and expenses required to deliver an Order for video and other content, except for any non-standard costs and expenses noted in an Order Form, including, but not limited to, travel expenses, third-party content creation services, expedited fulfillment time, or additional edits. The Customer will be responsible for all costs and expenses incurred by Customer and its employees and agents, if any, in the creation and production process.
Use of Third-Party Contractors. Uncubed may use third-party contractors in the production of the content, including videographers, illustrators, graphic artists, writers, and others.
3. EVENT SPONSORSHIPS, COMPANY TICKETS, AND BOOTH SALES
This section relates to Uncubed's production of conferences, job fairs, and other events (collectively "Events") from time-to-time for the purpose of providing a networking and professional forum to Customers, Users, and others.
Code of Conduct. Participation in all Events in any capacity, including related to Sponsorship, ticket purchase, or any other forms of attendance or participation, is governed by our Code of Conduct.
Out-of-Pocket Costs. When purchasing a ticket, booth, or sponsorship, you are responsible for any out-of-pocket costs required for your participation, unless stated otherwise in an Order Form or Scope of Work.
Payment Terms. Fees for Sponsorship or event tickets are due within fifteen (15) days unless stated otherwise on an Order Form or, in any case, before the day of the event. A Sponsorship or event ticket is not confirmed until payment is received by Uncubed, and Uncubed can deny your participation in the event if we have not received such payment.
Shipping & Handling Fees. To offset taxes, shipping, and other costs incurred by us, we may charge a reasonable service & handling fee associated with event-related Services, set at our discretion.
4. FEES & PAYMENTS
Changes. Uncubed can change the Subscription Fees associated with any Plan at any time, and will notify Customers with reasonable notice in advance of such changes.
Late Payment Fees. Any fees or other costs due and payable to Uncubed will be subject to a late payment fee of 1.0% per week, or the maximum amount permitted by law, if less than 1.0% per week, beginning ten (10) days after the due date.
Order Form. For Orders, payment terms will be specified on the Order Form.
Payments by Credit or Debit Card. If you are paying by credit or debit card, you authorize us to charge your credit card or bank account for all Subscription Fees, any amounts agreed to in an Order Form, or other payments due and payable. You authorize us to use a third party to process such payments, and consent to the disclosure of your payment information to such third party.
Payment Information. You agree to keep your contact information, billing information and credit card information up to date. Payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.
Payment Terms and Timing. All fees and other payments are due and payable net fifteen (15) days from the date indicated on the invoice. All Subscription Fees will be due and payable at the start of each subsequent month, or other applicable Term, and Uncubed will send an invoice accordingly.
Sales Tax. All fees, including Subscription Fees, do not include taxes, which we will charge as applicable. You agree to pay any applicable taxes. If you are in a country that charges VAT, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
Subscription Fees. Subscription Fees are different for each Plan. You will be charged recurring Subscription Fees associated with the Plan you have chosen unless: (i) you choose to change to a different Plan, (ii) you purchase additional products or services, (iii) you cancel your Plan, or (iv) different fees are agreed to in writing or via an Order.
5. CONFIDENTIALITY
You will protect the confidentiality of the Confidential Information using the same degree of care that you use to protect your own confidential information of similar nature. You will: (a) not use any Confidential Information for any purpose outside the scope of this Agreement, (b) not disclose Confidential Information to any third party (except our third party services providers), and (c) limit access to Confidential Information to your employees, advisors, and agents. You agree to be liable for the misuse of any Confidential Information by any employees, advisors, or agents.
6. INTELLECTUAL PROPERTY RIGHTS
The design of the Site and the Services is owned or licensed to Uncubed, including text, graphics, logos, trademarks, and other features, subject to the copyright and other intellectual property rights under United States and foreign laws and international conventions. You agree not to engage in the use, copying, or distribution of the Site, Services unless we've given you written permission to do so.
If you receive notice relating to an alleged violation of any intellectual property or other third-party right related to your use of the Site or the Services, you will notify Uncubed in writing, and you agree to fully cooperate with Uncubed in addressing such claims.
7. TERM, TERMINATION, SUSPENSION
No Early Termination or Refunds. Subscriptions will end on the expiration date and cannot be cancelled early. We do not provide refunds if you stop using the Services prior to the end of the subscription or if you do not facilitate the delivery of the Services in the timeline agreed upon in the Order Form.
Termination for Cause. Either party may terminate the Agreement for cause with thirty (30) days notice to the other party for a material breach, if the breach remains uncured at the end of the notice period. Either party may terminate this Agreement immediately if the other party enters a bankruptcy, insolvency, or related proceeding. We can also immediately terminate the Agreement for any violation of law or behavior that negatively impacts our service or damages our reputation in any way.
Suspension. Uncubed can suspend any User's access to the Services without notice for use of the Services that violates any applicable law, use of the Services in a way that negatively impacts our ability to deliver the Services, or uploading content that infringes on copyright or trademark law or can be reasonably considered offensive to our Users. We can remove any such content reasonably determined to be in violation of this Agreement.
We can also suspend your account and delivery of Services for non-payment of any amount due. After non-payment, we will issue a notice notifying you of the non-payment, and can suspend the delivery of Services ten (10) days after the notice. We will not suspend the delivery of Services while you are disputing charges in good faith.
8. PUBLICITY
You grant us the right to use your name and logo on our website and in marketing or promotional materials.
9. OTHER TERMS
Amendments and Modifications. We may amend any part of this Agreement at any time. A current version of the Agreement will be publicized on this webpage. If we make material changes to the Agreement, we will send a notice of such changes via email. The updated terms will take affect the day after they are posted.
Assignment. Neither party may assign this Agreement to any other person or entity without the prior written consent of the other party (or its successor). If Uncubed enters a merger, consolidation, acquisition or other corporate transaction, including a sale of all or substantially all of Uncubed's assets, however, this will not require consent for assignment.
Disclaimers & Limitations on Liability.
Except for your liability: (i) for payment of fees or other amounts due and payable to Uncubed, (ii) arising from your obligations under the Indemnification section, or (iii) arising from any violation of our intellectual property rights, the Parties agree that the aggregate liability of a party will be limited to the lesser of five-thousand dollars ($5,000.00) or the total amount you have paid to Uncubed for the Services in the twelve months prior to the event that gave rise to a claim.
We do not have any liability with respect to third-party products that you use in conjunction with our Services, or otherwise.
You understand and agree that that without your agreement to this limitation of liability, we would not provide Services to you.
Electronic Communications. Both Parties consent to receiving communications in an electronic form and agree that all terms, conditions, agreements, notices, and disclosures communicated or agreed to over email or another electronic form satisfy any legal requirement they would satisfy if they were in writing.
Entire Agreement. This Agreement represents the entire understanding between you and us and supersedes all prior representations, including proposals, and written and verbal statements. The exception to this is information included in an Order Form, which will supercede this Agreement where any part is in conflict.
Force Majeure. Neither Uncubed nor you will be responsible for any failure or delay in performance of this Agreement if caused by an act of God, act of war, sabotage, or any third-party internet or electrical failure outside the reasonable control of either party. Both Parties will use reasonable efforts to mitigate the effects of a force majeure event.
Indemnity. You agree to indemnify, hold harmless, and defend Uncubed from any and all third-party claims, including reasonable attorney's fees, settlements, and other legal costs related to (i) your use of the Services, (ii) your violation or alleged breach of any term or warranty of this Agreement, (iii) your violation of any third-party rights, including privacy rights, and (iv) any claims that Uncubed is an Employer of any Users and not an independent contractor.
Jurisdiction. This Agreement, related transactions, and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law. Each of the Parties to this Agreement consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of New York, New York.
Non-Agency. Neither party is an agent of the other party. We are independent contractors. Neither of us can make representations or create obligations, beyond those outlined in this Agreement, for the other party.
Any agreement formed between Customers and Users is not binding to us. We are not liable for, or obligated to enforce any agreements between a Customer and a User.
Further, we are not an employer of the Users on the platform, nor does their use of the Site constitute employment in any capacity.
Severability. In the event that any part of this Agreement is found to be unlawful, in conflict with another provision of the Agreement, or unenforceable, the rest of the Agreement will remain in full force and effect. If two or more provisions are deemed to be in conflict, Uncubed will have the right to choose which provision remains in force.
Validity. If any part of this Agreement that is not fundamental is found to be illegal or unenforceable, this will not affect the validity and enforceability of the rest of the Agreement. The part found to be illegal, invalid or unenforceable will be changes with the minimum modification necessary to make it legal, valid and enforceable.