RELISH CUSTOMER AND PARTNERSHIP

TERMS AND CONDITIONS

 

  1.  APPLICABILITY.
  • (a) These terms and conditions, together with any invoice, agreement, order form, or similar document, the Privacy Policy available at https://www.relishcareers.com/privacy-policy/, which may be updated by Relish from time to time (the “Privacy Policy” and collectively with the foregoing, the “Terms”), represent a legally binding and enforceable contract between Relish, Inc. (“Relish”) and the entity or organization to which Relish provides services under the Terms (“Partner”), regardless of the existence of a signed contract.
  • (b) The Terms comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, communications, or similar statement, both written and oral. In the event of any conflict between the terms in this document, in the Privacy Policy or in any invoice, agreement, order form, or similar document (including any document provided by Partner), the terms in this document will govern.
  • (c) The Terms prevail over any of Partner’s general terms and conditions regardless of whether or when Partner has submitted its request for proposal, order, or such terms. Provision of services to Partner or acceptance of payment from Partner does not constitute acceptance of any of Partner’s terms and conditions and does not serve to modify or amend the Terms.
  • (d) The Terms will be binding upon the earliest to occur of the following: of the parties’ execution of any Relish agreement, on the renewal date of a previous Term, Partner’s issuance of a Purchase Order (PO), execution of any invoice, receipt of payment by Relish from Partner, or Relish’s commencement of Services, regardless of the existence of a signed contract.

 

  1. FEES AND EXPENSES; PAYMENT TERMS. In consideration of the provision of the Services by Relish and the rights granted to Partner under the Terms, Partner shall pay the fees set forth by Relish. Except as otherwise set forth by Relish, the payment terms are as set forth below.
  • (a) Partner shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Partner hereunder.
  • (b) Partner shall pay 100% of invoiced amounts due to Relish within 30 days from the date of invoice. Subject to subparagraph (d) below, Partner shall make payments hereunder in US dollars by wire transfer, check, cash or credit card.
  • (c) A monthly late fee of 1.5% of the unpaid balance will be assessed if payments are not received by the due date.
  • (d) A non-refundable handling fee will be applied to payments made with a credit card. In addition, if Partner opts to make payment by wire transfer, Partner must absorb all fees associate with such transaction, making sure Relish receives full payment for services without fees subtracted from wire amount.
  • (e) Upon renewal of the initial term, all discounts, if applicable, shall be removed and the fees for the Services may be increased by Relish in its sole discretion by no more than 5% annually.

 

  1. TERM. The initial term commences on the start date specified by Relish in a separate document (the “Effective Date”) and will renew on the date (the “Renewal Date”) set forth by Relish. The term automatically renews each year on the Renewal Date unless either party provides written notice of early renewal or nonrenewal within a time period prior to the Renewal Date specified by Relish.

 

  1. SERVICES. Relish will provide the services to Partner as described by Relish in a separate agreement, invoice, order form, or like thereof (the “Services”) in accordance with the Terms.

 

  1. ACCESS TO PLATFORM. In connection with the Services, Relish may grant Partner a revocable, nonexclusive, nontransferable, non-sublicensable, royalty free and worldwide right during the term to allow Authorized Users to access and use the RelishCareers platform (“Platform”). Partner may not modify, remove, download, export, disable or connect to another application any feature of the Platform from its intended use and Partner must comply with Relish’s end user license agreement (and by reference, its Privacy Policy) (“EULA”). The EULA will govern all use of the Platform.

 

  1. PARTNER’S OBLIGATIONS; ACTS OR OMISSIONS.
  • (a) Partner will (i) cooperate with Relish in all matters relating to the Services; (ii) respond promptly to any request from Relish to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Relish to perform Services in accordance with the requirements of the Terms; and (iii) provide such materials or information as Relish may reasonably request to carry out the Services in a timely manner and ensure that any such Partner materials or information are complete and accurate in all material respects.
  • (b) If Relish’s performance of its obligations under the Terms is prevented or delayed by any act or omission of Partner or its agents, subcontractors, consultants or employees, Relish shall not be deemed in breach of its obligations under the Terms or otherwise liable for any costs, charges or losses sustained or incurred by Partner, in each case, to the extent arising directly or indirectly from such prevention or delay.

 

  1. CONFIDENTIAL INFORMATION.
  • (a) “Confidential Information” means any non-public information provided by Relish to Partner which is identified as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure, including, without limitation, trade secrets, technical data, product plans, informational materials and/or any documentation relating to the Platform.
  • (b) Partner will not, during and after the term, disclose the Confidential Information to any third party or use such Confidential Information for any purpose other than as expressly permitted under the Terms. Partner will take all reasonable precautions to prevent any unauthorized disclosure of the Confidential Information.
  • (c) Immediately upon expiration or termination of the Terms, the Services will automatically terminate and Authorized Users must cease all use of the Platform. In addition, no later than 30 days after the date of termination or expiration of the Terms, Partner will permanently destroy or return all tangible embodiments of Confidential Information in its possession or control.

 

  1. TERMINATION. In addition to any remedies that may be provided under the Terms, Relish may terminate the relationship with immediate effect upon written notice to Partner, if Partner:
  • (a) fails to pay any amount when due under the Terms and such failure continues for 30 days after Partner's receipt of written notice of non-payment;
  • (b) has not otherwise performed or complied with the Terms, in whole or in part; or
  • (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

 

  1. WAIVER. No waiver or modification of any provision in the Terms will be valid unless the waiver or modification is made in a writing signed by the parties. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

  1. FORCE MAJEURE. Relish shall not be liable or responsible to Partner, nor be deemed to have defaulted or breached the Terms, for any failure or delay in fulfilling or performing any obligation when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Relish including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

 

  1. ASSIGNMENT. Partner may not assign any of its rights or delegate any of its obligations under the Terms without the prior written consent of Relish, which may not be unreasonably withheld, conditioned or delayed. Any purported assignment or delegation by Partner in violation of this Section 11 is null and void.

 

  1. RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in the Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

 

  1. GOVERNING LAW; JURISDICTION AND VENUE. All matters arising out of or relating to the Terms are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. The parties agree that all claims arising out of or related to the Terms must be resolved exclusively by a state or federal court located in the State of Delaware, except as otherwise agreed by the parties. The parties agree to submit to the personal jurisdiction of the courts located within the State of Delaware for the purpose of litigating all such claims. Notwithstanding the above, Partner agrees that Relish shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

 

  1. NOTICES. Any notices required or permitted under the Terms may be transmitted by electronic mail, facsimile, courier, certified mail or regular mail. A notice will be deemed delivered on the date the sender can reliably confirm the notice was sent. Relish will send any mailed notices in connection with the Terms to Partner’s address set forth in the applicable invoice. Partner will send any mailed notices in connection with the Terms to Relish at the following address: Relish, Inc. 300 Preston Ave Suite 201 Charlottesville, VA 22902 | accounts@RelishCareers.com | 301.908.0558.

 

  1. SEVERABILITY. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of the Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

  1. SURVIVAL. Provisions of the Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of the Terms.

 

  1. AMENDMENT AND MODIFICATION. The Terms may only be amended or modified in a writing which specifically states that it amends the Terms and is signed by an authorized representative of each party.

 

  1. DISCLAIMER OF WARRANTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS, RELISH MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

 

  1. LIMITATION OF LIABILITY. IN NO EVENT SHALL RELISH BE LIABLE TO PARTNER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), IN CONNECTION WITH THE PLATFORM OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT RELISH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL IN NO EVENT SHALL RELISH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO RELISH PURSUANT TO THE TERMS.