1. Parties:
The parties to this agreement are Redwood Technology Solutions Inc. (“Redwood Technology Solutions”) and You (“Client”).
2. Privacy Policy
1.1 Client acknowledges and agrees to be bound by the terms of our privacy policy.
1.2 By placing an order for the Services, the Client consents to these terms and conditions of business.
3. Client Status
3.1 By placing an order, the Client warrants that it is legally capable of entering into binding contracts.
3.2 If Client is acting on behalf of another company or business, Client further warrants that it has the authority to bind that company or business on whose behalf Client is placing an order.
4. License
During the term of this Service Agreement, in accordance with the terms and conditions set forth herein, Redwood Technology Solutions grants Client the nontransferable, revocable right to use the Redwood Technology Solutions hosted Service to post jobs on behalf of Client to the Craigslist Paid Sites and various Job Boards including Social Media and Aggregators as required (the “Service”), except as set forth herein, Client shall make no other use of the Service.
5. Terms
This Service Agreement shall be effective on the form submission date (“Effective Date”) and shall continue in effect for a period of twelve (12) months (the “Initial Term”). Thereafter, this Agreement will be automatically renewed for additional twelve (12) month terms, unless either party provides at least thirty (30) days prior written notice of non-renewal to the other party. Upon termination or expiration of this Agreement, each party shall cease acting in a manner that would suggest any continuing relationship between the parties regarding this Agreement.
5. Service
5.1 Both parties agree and acknowledge that this is a job posting and automated technology platform, provided to streamline the process through which the Client posts jobs but not limited to general job boards, social media, aggregators, and Craigslist Paid Sites.
5.2 Redwood Technology Solutions may temporarily suspend and/or alter the operation of the Services for legal or technical reasons. Redwood Technology Solutions shall endeavor to notify the Customer as far in advance as possible of any temporary suspension or significant alteration but the Client acknowledges that prior notice may not always be possible.
5.3 Client is responsible for ensuring that its use of the Services and the content of all job postings via the Services comply with all applicable laws, regulations, and codes of practice and will not be defamatory or infringe the copyright, trademark or other rights of any third party when using any Redwood Technology Solutions product or Service. Note the following requirements which must be adhered to for all Craigslist postings:
5.3.1 All posts must conform to Craigslist style guides and character sets;
5.3.2 Data submitted must adhere to the data formats and XML feed credentials supplied to the Client in accordance with this Service.
5.4 The Customer is responsible for complying with the terms and conditions of Craigslist and any websites where its jobs are to be posted and the payment of all charges due to the operators of such websites.
5.5 The Customer shall not copy, make modifications to, reverse engineer, or decompile the software supporting the Services, except to the extent permitted by law.
5.6 The Customer shall not disclose its login password for the Services to any third party for any Service provided by Redwood Technology Solutions.
5.7 Any changes to the Craigslist platform made by Craigslist that is outside the control of either party may create an environment in which postings may be altered or cannot be processed in an automated process. Redwood Technology Solutions shall have a fourteen (14) day period to fully restore the Service, taking commercially reasonable measures to rectify any issues. Should these issues be to an extent that Redwood Technology Solutions cannot resolve them within such thirty (30) day period, either party can terminate this Service Agreement given a thirty (30) day written notification.
5.8 Any Client that violates Craigslist posting rules or violates the terms and conditions of postings to the Craigslist sites maybe, at Craigslist’s sole discretion, ‘black listed’ and postings will no longer be accepted by Craigslist. Redwood Technology Solutions and Client agree to take equal responsibility and will take commercially reasonable measures necessary to rectify specific Client issues. Should these issues be to an extent that Redwood Technology Solutions and Client cannot resolve them within such thirty (30) day period, either party can terminate this Service Agreement given a thirty (30) day written notification.
5.9 Should the Craigslist platform be down for reasons outside the control of either party, postings may not be processed as desired. Redwood Technology Solutions shall have a fourteen (14) day period to fully restore the Service, taking commercially reasonable measures necessary to rectify any issues. Should these issues be to an extent that Redwood Technology Solutions cannot resolve them within such thirty (30) day period, either party can terminate this Service Agreement given a thirty (30) day written notification.
5.10 Client acknowledges and agrees that Redwood Technology Solutions may, with no liability or penalty, remove any Job Listing, content, communication, or information posted, which in the sole judgment of Redwood Technology Solutions, violates Craigslist Terms and Conditions or may violate this Service Agreement, the Redwood Technology Solutions Job Quality & Inclusion Guidelines, applicable laws, rules or regulations; third party terms, or may adversely affect Redwood Technology Solutions; is false, inaccurate, misleading, deceptive, fraudulent, libelous, defamatory, immoral, offensive, obscene, pornographic, disruptive, threatening, abusive or illegal; or which may violate or lead to the violation of the rights of, or harms or threatens the safety and privacy of any third party.
5.11 If any of these events take place and this Service Agreement is terminated by Client all financial obligations will be due through the thirty (30) day termination period, and, as the case may be:
-
-
- all Client financial obligations and payments due through the thirty (30) day termination period will still be owed, and
- Redwood Technology Solutions shall refund any fees prepaid by the Client on a pro-rata basis. Financial obligations of both parties will be remitted within thirty (30) days of termination.
-
6. Fees & Commissions
6.1 The fees for this solution are set on a client basis with tiered per-post pricing based on volume thresholds if required.
6.1.1 The initial license, security deposits, and any related fees, will be invoiced to the Client upon account activation and on a daily basis.
6.1.2 All media and posting transaction fees are due daily based on the daily job posting volumes and activity. These fees are collected by credit card in a daily automated transaction batch which is a total of the day’s charges excluding any failed postings.
6.4 Prices are liable to change at any time. If you do not agree to such price changes, you are entitled to cancel your Services within 60 days. If you do not cancel you will be deemed to have accepted the new prices, and they will be charged to you through your chosen payment method registered to your account.
6.5 Time for payment shall be of the essence. No payment shall be deemed to have been received until we have received cleared funds. Further, if your payment is still not authorized we may, at our discretion, suspend or terminate any Services we provide to you from time to time, even if payment in respect of such Services is not outstanding. Any outstanding fees for failed transactions will be deducted from the holding deposit collected upon account activation.
6.6 Should a daily transaction fail to charge the card on file, the account will be suspended pending rectification of the ability to charge the fees to the stored payment method.
6.7 Redwood Technology Solutions reserve the right to charge The Client interest in respect of the late payment of any sums due under this Service Agreement at the rate of three percent (3%) above the base rate from time to time of the prevailing bank interest rate from the due date until receipt of payment.
7. Security
7.1 Redwood Technology Solutions cares about the integrity and security of your personal information. We cannot, however, guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
8. Indemnity
8.1 Client agrees to defend, indemnify and hold harmless Redwood Technology Solutions and its subsidiaries, agents, licensors, managers, Distributors, and other affiliated companies, and their respective employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:
-
-
- Client’s use of and access to the Service, including any data or content transmitted or received by you;
- Client’s violation of any term of this Service Agreement, including without limitation its breach of any of the representations and warranties herein;
- Client’s violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights;
- Client’s violation of any applicable law, rule or regulation;
- any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or
- any other party’s access and use of the Service with your account or log-in information.
-
9. Warranty
Redwood Technology Solutions does not guarantee any results from using the Service.
9.1 The Service is provided on an “as is” and “as available” basis.
9.2 Use of the Service is at your own option and risk. To the maximum extent permitted by applicable law, the Service is 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. any information, documents, or material that may be posted on, or available through, the Service is for informational purposes only and are not intended to replace or be a substitute for any professional financial, medical, legal, tax, insurance, compliance, or other advice. no advice or information, whether oral or written, obtained by you from Redwood Technology Solutions or through the Service will create any warranty not expressly stated herein.
9.3 Without limiting the foregoing, Redwood Technology Solutions, its subsidiaries, and its licensors do not warrant that the content is accurate, reliable, or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components.
9.4 Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own option and risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download or your use of the Service.
9.5 Redwood Technology Solutions does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a user or third party through the Redwood Technology Solutions Service or any hyperlinked website or Service, and Redwood Technology Solutions will not be a party to or in any way monitor any transaction between you and a user or third-party providers of products or Services.
9.6 Redwood Technology Solutions does not warrant that your use of the Services will satisfy or ensure compliance with any legal obligations or laws or regulations. This disclaimer applies to but is not limited to, any federal or state statutes or regulations. The client is solely responsible for ensuring that its use of the Services is in accordance with applicable law.
10. Limitation Of Liability
10.1 To the maximum extent permitted by applicable law, in no event shall Redwood Technology Solutions, 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, this Service.
10.2 Under no circumstances will Redwood Technology Solutions be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or your account or the information contained therein.
10.3 To the maximum extent permitted by applicable law, Redwood Technology Solutions assumes no liability or responsibility for any:
-
-
- errors, mistakes, or inaccuracies of content;
- personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Service;
- any unauthorized access to or use of our secure servers and/or any and all personal information stored therein;
- any interruption or cessation of transmission to or from the Service;
- any bugs, viruses, trojan horses, or the like that may be transmitted to or through our Service by any third party;
- any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service;
- user content or
- (viii)the defamatory, offensive, or illegal conduct of any user or third party. In no event shall Redwood Technology Solutions, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Redwood Technology Solutions (excluding any third party advertising costs) hereunder or USD $10, whichever is lesser.
-
10.4 This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Redwood Technology Solutions has been advised of the possibility of such damage.
10.5 The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
11. Relationship of Parties
Nothing in this Service Agreement shall be construed as making either party the partner, joint venturer, employer, contractor, or employee of the other. Neither party shall have, or hold itself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action, that shall be binding on the other, except as provided for herein or authorized in writing by the party to be bound.
12. Notification Procedures
12.1 Redwood Technology Solutions may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Redwood Technology Solutions in its sole discretion.
12.2 Redwood Technology Solutions reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt-out of certain means of notification as described in this Service Agreement. Redwood Technology Solutions is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. We recommend that you add admin@redwoodtechnologysolutions.com to your email address book to help ensure you receive email notifications from us.
13. Entire Service Agreement / Severability
13.1 This Service Agreement, together with any amendments and any additional Service Agreements you may enter into with Redwood Technology Solutions in connection with the Service, shall constitute the entire Service Agreement between you and Redwood Technology Solutions concerning the Service. If any provision of this Service Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Service Agreement, which shall remain in full force and effect.
14. No Waiver
14.1 No waiver of any term of this Service Agreement shall be deemed a further or continuing waiver of such term or any other term, and Redwood Technology Solutions’ failure to assert any right or provision under this Service Agreement shall not constitute a waiver of such right or provision.