Terms of Service
For "Job Seekers":
To skip to Terms of Service for Employers, click here.
Revised November 8, 2024
1. Agreement to Terms; Amendments; Limitations of Rights.
(a) Arena Talent Inc. (together with its corporate affiliates, “Arena” or “we”) provides a proprietary online platform to individuals who are searching for employment opportunities, which is accessible through Arena’s website located at https://arenatalent.com (the “Site”), and related services (collectively, including any new features and applications for the platform, services, and Site, the “Service”). All access to or use of the Service by you (“Job Seeker” or “you”) is subject to these Terms of Service, as they may be amended from time to time (the “Terms of Service”).
(b) By accessing or using the Service in any way (including, for example, registering as a user, signing up for an account, providing information, data, or content, or otherwise visiting the Service), whether as a registered user or a guest user, you, as the Job Seeker, (i) agree that you have read, understood, and agreed to be bound by these Terms of Service, and (ii) consent to the collection and use of any information you submit via the Service pursuant to these Terms of Service and Arena’s Privacy Notice.
(c) Sometimes, in addition to these Terms of Service, there are separate and additional terms, policies, or rules that apply to your access to or use of certain features or functions of the Service or to a product or service offered through the Service (collectively “Additional Terms”). If and to the extent that there is a conflict between these Terms of Service and any Additional Terms, unless the Additional Terms say otherwise, the Additional Terms control to resolve the conflict, but only with respect to the applicable features, functions, product, or service; and these Terms of Service apply in all other respects.
(d) Arena reserves the right, at its sole discretion, to modify or amend these Terms of Service or any Additional terms at any time, with or without advance notice. If Arena does so, it will post the new version of these Terms of Service or Additional Terms on our Site and will indicate at the top the date they were last revised. A new version of the Terms of Service and/or Additional Terms is effective upon posting and your continued access to or use of the Service after such posting constitutes your acceptance of the new version. If you do not agree to abide by these or any future version of the Terms of Service or Additional Terms, you must not use or access the Service. It is your responsibility to regularly review the Terms of Service and all applicable Additional Terms to determine if there have been changes and whether such changes are acceptable to you.
(e) PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IN PARTICULAR, THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST ARENA TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ARENA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS AGAINST ARENA RESOLVED IN COURT OR BY A JURY.
2. Eligibility.
By using the Service, you represent and warrant that you are at least the age that applicable law permits to hold a full-time job. In addition, Arena does not permit any access to or use of the Service by anyone under 18 years old. Registration for and access to the Service is void where prohibited.
3. Service Content; Arena Software; Restrictions and Limited License
(a) All (i) content on the Service, including but not limited to the information, data, design, text, graphics, photos or other audiovisual materials, layouts, tools, files, links, and their selection, arrangement, and “look and feel” (collectively, the "Service Content"), (ii) software and other technology that are used by or for Arena to power the Service or that is distributed via the Service (the “Arena Software”), and (iii) all associated patents, trademarks, service marks, trade dress, trade secrets, copyrights, and other intellectual property and proprietary rights are the property of Arena or its licensors. All rights not expressly granted in these Terms of Service are reserved by Arena and its licensors.
(b) Except as expressly set forth in these Terms of Service, you are not permitted to modify, copy, distribute, sublicense, download, create derivative works of, reverse engineer, disassemble, display, perform, republish, frame, or otherwise transmit the Service Content or Arena Software, or any part of either, or attempt to access any related source code, without Arena’s prior written consent in a separate written agreement signed by an authorized executive of Arena.
(c) Subject to your strict compliance with these Terms of Service, Arena grants you a limited, personal, non-exclusive, non-assignable, non-transferable, revocable license to access, display, view, and use the Service Content on a personal computer, tablet, mobile device, or other internet-enabled device with a web browser, as such Service Content is displayed to you in the Service, for your personal use only in connection with your efforts to find employment opportunities for yourself via the Service. This limited license is limited to the rights expressly granted, and it does not grant you any ownership or other interest in or to the Service, the Service Content, the Arena Software, or any intellectual property or other rights of Arena or its licensors. Arena may, without any liability to you, terminate or suspend this license (and your access to the Service) at any time, for any or no reason, and with or without advance notice to you.
4. Job Seeker Data and Other Job Seeker Content; Licenses.
(i) When you sign up to be a Job Seeker on the Service, you will provide certain data and information about yourself, your work experience, and your desired employment opportunities (“Job Seeker Data”). The types of Job Seeker Data that you can or must provide may vary depending on the nature of your membership or account with Arena. All Job Seeker Data that you submit (or that is submitted on your behalf) must be true, accurate, current, and complete, and you must promptly update this Job Seeker Data as necessary to keep it true, accurate, current, and complete at all times. Some of your Job Seeker Data may be personal information that is protected by applicable laws. To the extent that you submit such personal information as part of your Job Seeker Data, Arena’s Privacy Policy applies.
(ii) You are solely responsible for the Job Seeker Data that you submit. As between you and Arena, you own the Job Seeker Data, subject to the rights and licenses granted by you in these Terms of Service or otherwise. You understand and agree that Arena may, but is not obligated to, monitor, review, filter, delete, modify, or remove any Job Seeker Data for any reason in Arena’s sole discretion, including, without limitation, if Arena believes that such Job Seeker Data violates these Terms of Service in any way.
(iii) You represent and warrant that: (i) you have all necessary rights, licenses, and/or consents necessary to provide the Job Seeker Data for the purposes specified in these Terms of Service and our Privacy Notice, and (ii) the Job Seeker Data does not violate, infringe, or misappropriate the rights of any third party.
(iv) If you post any Job Seeker Data or any other content, information, communications, or data (“Other Job Seeker Content”) in any area of the Site or Service that is viewable by other users or the public, you expressly permit any such viewer to access, display, view, store, and copy such Job Seeker Data and Other Job Seeker Content for their personal use in connection with their permitted use of the Service. Similarly, if you access any such data, content, or information of another Service user, you agree that you may access and use such data, content, or information solely for your personal use in connection with your permitted use of the Service.
(v) You grant Arena a license to do any or all of the following with the Job Seeker Data and Other Job Seeker Content that is submitted by or for you: (i) copy, adapt, translate, display, perform, create derivative works of, store, publish, distribute, and use your Job Seeker Data and Job Seeker Content for purposes of providing the Service to you and to potential employers seeking candidates on the Service, and (ii) modify, update, or delete your Job Seeker Data and/or Other Job Seeker Content, in whole or in part, if Arena learns (whether from you, an employer, or publicly available information) that your Job Seeker Data and/or Other Job Seeker Content is inaccurate or outdated (including, for example, if you have accepted a new position and are no longer seeking employment opportunities).
(vi) Arena may, without any liability to you, terminate or suspend your account and/or your access to the Service temporarily or permanently if it suspects that any Job Seeker Data or Other Job Seeker Content is untrue, inaccurate, incomplete, not current, misleading, or otherwise problematic in Arena’s sole discretion.
(vii) You understand and agree that Arena may use or disclose any information related to you in Arena’s possession, custody, or control (including Job Seeker Data and Other Job Seeker Content): (i) for any reasonable purpose to the extent such use facilitates Arena’s operation of the Service, (ii) to investigate or take action to prevent or remediate any activities that may be unlawful or harmful to Arena, the Service, or others, (iii) to exercise Arena’s rights under these Terms of Service, (iv) in response to a subpoena or other governmental order having the force of law, or (v) in connection with a corporate merger, sale, other similar transaction involving Arena.
5. Copyright Policy.
(a) Arena respects the intellectual property rights of others. A copyright owner or its agent who believes that any material or content on the Service infringes upon its copyrights may submit a notification to us pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. §512(c)(3) for further detail):
(i) A physical or electronic signature of the owner of the right that is allegedly infringed or a person authorized to act on their behalf;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of the copyrighted works;
(iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the Service;
(iv) Information reasonably sufficient to permit us to contact the owner or agent, such as an address, telephone number, and email address;
(v) A statement that the owner or agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Our designated Copyright Agent to receive these notifications of claimed infringement is:
Copyright Claims
Arena Talent Inc.
8 The Green #10887
Dover, DE 19901
908-907-6125
(c) Upon receipt of a notification of claimed infringement in compliance with the DMCA, Arena will respond as set forth in the DMCA.
6. Service Code of Conduct.
You understand that Arena makes the Service available to job seekers like you only for your personal use in compliance with applicable laws and with these Terms of Service. You represent and warrant that:
(a) no Job Seeker Data or Other Job Seeker Content will (i) threaten any third party’s safety, (ii) violate, misappropriate, or infringe on the rights of any third party, including but not limited to any copyright, trademark, privacy, or other personal or proprietary rights, or (iii) contain libelous, defamatory, or otherwise unlawful or illegal material or content;
(b) you will not scrape, harvest, or collect email addresses or other information about other job seekers or employers on the Service by electronic or other means for any purpose;
(c) you will not send unsolicited emails or other unsolicited communications to other Service users and will not attempt to submit spam or bulk job applications, but instead will submit job applications and/or communications only to a reasonable number of specific employers for specific job openings within the Service;
(d) you will not use automated scripts to collect information from the Service or for any purpose;
(e) you will not use the Service in any unlawful manner or in any other manner that could circumvent security measures or that could damage, disable, overburden, or impair the Service;
(f) you have obtained the written consent, release, and/or permission of every identifiable individual whose data, information, or likeness appears in the Job Seeker Data or Other Job Seeker Content (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request);
(g) you will not use the Service to:
(i) upload, post, email, transmit or otherwise make available any Job Seeker Data or Other Job Seeker Content that we deem, in our sole discretion, to be harmful, threatening, abusive, deceitful, misleading, harassing, vulgar, offensive, obscene, hateful, or racially, ethnically or otherwise objectionable;
(ii) impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;
(iii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, bulk email, advertisements, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
(iv) upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
(v) intimidate or harass another; or
(vi) create a false identity on the Service.
7. Third-Party Sites and Services.
The Service may contain links to other services or websites. Arena is not responsible for the content, accuracy, products, or services available from such services and websites. In addition, the Service may allow you to connect to third-party services (for example, to transmit Job Seeker Data or Other Job Seeker Content to or from the third-party service). Inclusion of any third-party service or website on the Service does not imply approval or endorsement by Arena of the service, website, or third party or their features, functions, privacy, or security. If you decide to access these third-party services or websites, you do so at your own risk and subject to the third party’s party terms and conditions (“Third-Party Terms”).
8. Compliance with Laws; No Responsibility for Hiring and Staffing Decisions.
(a) You are required to comply with all applicable laws and regulations in connection with your access to and use of the Service, including without limitation, labor and employment laws, tax laws, export control laws, and any other legal or regulatory requirements. You further agree to comply with any additional policies, rules, or terms that Arena imposes with respect to the Service by providing in written or online form.
(b) You understand and agree that Arena acts only as a platform provider to provide a tool that is intended, among other features, to help employers to identify job seekers who may meet the employers’ hiring and staffing needs. Arena does not, through the Service or otherwise, make or recommend any hiring, staffing, or recruiting decisions on behalf of job seekers, employers, or anyone else. Any decisions to post a job opening or to hire, recruit, or engage any individual or entity are entirely the employer’s and not Arena’s. Any decision to post Job Seeker Data or to communicate with an employer or accept a job is entirely yours and not Arena’s. You further acknowledge and agree that the Service may include elements of machine learning or artificial intelligence, and you consent to that in connection with your use of the Service. To the maximum extent permitted under applicable law, Arena disclaims any responsibility, duty, and liability arising from or related to the hiring, recruiting, staffing, or other engagement of talent.
9. Term and Termination.
(a) These Terms of Service remain in full force and effect until you or Arena terminates your Service account and/or your access to the Service.
(b) You may delete your Service account and end your membership at any time, for any or no reason, by canceling from within your Service account or by contacting Arena at hello@arenatalent.com. Arena may terminate your access to the Service and/or your membership at any time for any reason, including without limitation if you violate these Terms of Service or any Additional Terms or other agreement(s) with Arena or if you remain inactive on the Service for an extended period of time.
(c) After termination, Arena’s obligations under these Terms of Service terminate, but your obligations remain in effect. If you delete or cancel your account, you understand that Arena may delete all of the data, information, and content relating to your account, including your Job Seeker Data and any other data, information, and content relating to you and/or your use of the Service. You agree that Arena will not have liability whatsoever to you or anyone else for such deletion or for any termination of your Arena account.
10. Fees.
Arena reserves the right to charge for the Service and/or to impose fees for different levels of access to features and functions. Any fees for the Service are charged in advance of the period to which the payment applies (e.g., a monthly or annual subscription) and are nonrefundable. You agree to pay all fees and charges incurred in connection with your orders and purchases (including any taxes imposed on your orders and purchases, including, but not limited to, applicable shipping fees, sales, use, custom or value-added taxes) at the rates in effect when the charges were incurred. Arena may change such fees and charges from time to time in its discretion upon posting such new fees and charges within the Service. If you purchase a recurring subscription, you must maintain an accurate and current payment method on file with Arena, and you hereby authorize Arena to automatically charge all applicable fees and charges to that payment method as those fees and charges become due, without any additional authorization required. If Arena terminates these Terms of Service and/or your access to the Service due to your breach, you are not entitled to any refund for the remaining period of your paid subscription (if any). If you terminate your paid Service account, the termination will be effective at the end of the period for which you have paid, and you will then move to the free version of the Service unless you have terminated your Service account completely.
11. Password And Account Security.
When you sign up for the Service, you will be required to choose a unique password. You are responsible for choosing a strong password that complies with our requirements, and you must maintain the confidentiality of any login credentials for the Service. You agree not to use or attempt to use the account, email address, or password of any other Service user at any time. You are solely responsible for all activity by anyone using your account and/or password. If you suspect unauthorized use of your account or your password, please contact us at support@arenatalent.com.
12. User Disputes.
You are solely responsible for your interactions with employers and other job seekers. Arena reserves the right, but has no obligation, to monitor disputes between you and employers or other job seekers.
13. Indemnification.
You agree to indemnify and hold harmless Arena, any of its parent, subsidiary, or affiliated entities, and each of their respective officers, directors, employees, owners, contractors, and agents from and against any claims, demands, suits, investigations, and proceedings, and any resulting loss, damages, liability, fines, penalties, costs, and expenses (including attorneys’ fees and other costs of litigation, defense, and settlement), that arise out of or result from: (a) your use of the Service and any of your activities, acts, or omissions relating to the Service, (b) your actual or alleged failure to comply with these Terms of Service, any Additional Terms, or any other terms, conditions, or agreements between you and Arena, (c) your actual or alleged failure to comply with all applicable laws, (d) your Job Seeker Data, Other Job Seeker Content, or any data or information provided by you to Arena or any third party in connection with your use of the Service, or (e) any allegation that you have been misleading or deceptive, that you have made any misrepresentation, or that you have engaged in negligent or intentional misconduct (including without limitation fraud) (collectively, “Indemnified Claims and Losses”). Arena will provide notice to you of any Indemnified Claims and Losses, and you must promptly respond and assume such obligation and liability.
14. Disclaimers.
(a) THE SERVICE AND THE SERVICE CONTENT ARE PROVIDED "AS-IS" AND "AS AVAILABLE," TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND ARENA DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ARENA CANNOT AND DOES NOT GUARANTEE CONTINUOUS AVAILABILITY OF THE SERVICE OR ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. YOU UNDERSTAND THAT THE SERVICE MAY SOMETIMES BE TEMPORARILY UNAVAILABLE. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
(b) ARENA IS NOT RESPONSIBLE FOR ANY JOB SEEKER DATA, OTHER JOB SEEKER CONTENT, OR THE CONTENT OR INFORMATION OF THIRD PARTIES, INCLUDING THAT OF EMPLOYERS OR OTHER USERS OF THE SERVICE AND INCLUDING ANY OF THE FOREGOING THAT VIOLATES THESE TERMS OF SERVICE OR THAT IS OFFENSIVE, INCORRECT, OR INACCURATE. ARENA IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OR MEMBER OF THE SERVICE. ARENA IS A PLATFORM THAT ATTEMPTS TO ENABLE CONNECTIONS BETWEEN JOB SEEKERS AND EMPLOYERS, AND ARENA DOES NOT ENDORSE, GUARANTEE, OR OTHERWISE MAKE ANY PROMISES WITH RESPECT TO ANY EMPLOYERS OR EMPLOYMENT OPPORTUNITIES THROUGH THE SERVICE OR ANY JOBS THAT MAY RESULT FROM USE OF THE SERVICE.
(c) UNDER NO CIRCUMSTANCES IS ARENA RESPONSIBLE OR LIABLE FOR (i) ANY LOSS, DAMAGE, ACT, OR OMISSION THAT IS OUTSIDE OF ARENA’S CONTROL, INCLUDING AS A RESULT OF THE ACTS OR OMISSIONS OF YOU OR ANY THIRD PARTY, OR (ii) ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, ARISING FROM OR RELATING TO ANYONE'S USE OF THE SERVICE, ANY CONTENT POSTED ON OR TRANSMITTED THROUGH THE SERVICE, OR ANY INTERACTIONS BETWEEN USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE.
15. Limitations of Liability.
(a) TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT IS ARENA LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING FOR LOST DATA, LOST PROFITS, OR LOST OPPORTUNITIES, ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE AND/OR THESE TERMS OF SERVICE, EVEN IF ARENA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE OR OTHERWISE, ARENA’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIM OR SERIES OF CLAIMS ARISING FROM OR RELATING TO THESE TERMS OF SERVICE WILL NOT EXCEED US$100, REGARDLESS OF THE FORM OF THE ACTION.
(b) SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS IN THIS SECTION AND/OR IN SECTION 14 (DISCLAIMERS) ABOVE MAY NOT APPLY TO YOU. YOU AGREE THAT THE INTENT OF YOU AND ARENA IS THAT THESE SECTIONS SHOULD BE CONSTRUED TO APPLY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
16. Dispute Resolution By Binding Arbitration.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. You and Arena intend for this Section 16 (Dispute Resolution by Binding Arbitration) to be a separate agreement to arbitrate such disputes and claims (the “Arbitration Agreement”).
(a) Agreement to Arbitrate. You and Arena agree that any and all disputes or claims that have arisen or may arise between you and Arena, whether arising out of or relating to these Terms of Service (including any alleged breach), the Service, or any aspect of the relationship or transactions between you and Arena, must be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Section, except that this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can in some cases seek relief against Arena on your behalf. You agree that, by using the Service and/or agreeing to these Terms of Service, you and Arena each agree to waive any right to a trial by jury or to participate in any class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
(b) Informal Dispute Resolution. If you have any issues with the Service or your experience with Arena, please email Arena customer service at support@arenatalent.com. Most issues or disputes can be resolved quickly and amicably through this channel.
(c) Escalation; Dispute Notice. If these efforts are unsuccessful, either you or Arena may escalate the issue by submitting a written notice of dispute to the other (a “Dispute Notice”) in a manner that complies with Section 18 (Notices) of these Terms of Service. The Dispute Notice must (i) describe the nature and the factual and legal basis of the claim or dispute, and (ii) set forth the specific relief sought. Upon receipt of a Dispute Notice, you and Arena agree to engage in good-faith discussion and negotiation to attempt to resolve the dispute. If you and Arena do not resolve the dispute within 60 calendar days after the Dispute Notice is received, either you or Arena may commence a binding arbitration proceeding as described below in this Arbitration Agreement.
(d) Arbitration Procedures. Arbitration will be conducted by a single neutral arbitrator selected in accordance with the rules and procedures of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (the “AAA Rules”), as modified by this Arbitration Agreement. You can get information about the AAA, the AAA Rules, and related fees at the AAA website at https://www.adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement control unless the arbitrator determines that this would be inconsistent with the parties’ intent under this Arbitration Agreement and the Terms of Service. You and Arena intend for the arbitrator to decide all issues, including but not limited to issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator may award the same relief (damages or otherwise) on an individual basis that a court could award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in any court of competent jurisdiction and reviewable by a court only for very limited reasons pursuant to applicable law. Unless you and Arena agree otherwise in writing at the time of the dispute, any arbitration hearings will take place via video conference unless the arbitrator orders otherwise (in which case any in-person proceedings will be in Mercer County, New Jersey). The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
(e) Costs of Arbitration. Each party will pay its own costs and expenses (including its own attorneys’ fees) and will equally split the fees of the AAA and/or the arbitrator, unless (i) you and Arena agree in writing to a different payment arrangement at the time of the dispute, or (ii) the arbitrator orders otherwise. The prevailing party in any proceeding under this Arbitration Agreement, as determined by the arbitrator, is entitled to recover from the other its fees and expenses incurred in connection with the proceedings, unless the arbitrator finds good cause to order otherwise.
(f) Confidentiality. All aspects of the arbitration proceeding, including any discussions and negotiations of the parties and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of the parties, and both you and Arena agree to maintain such confidentiality for the benefit of both parties.
(g) No Class Actions or Representative Actions. YOU AND ARENA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ARENA AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
(h) Severability. If the arbitrator or a court of competent jurisdiction holds that any term or provision of this Arbitration Agreement (other than subsection (g) (No Class Actions or Representative Actions)) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If the arbitrator or a court of competent jurisdiction holds that any of the provisions of that subsection (g) are invalid or unenforceable, then this entire Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. In any event, the remainder of the Terms of Service will continue to apply.
(i) Changes to Arbitration Agreement. Notwithstanding any provision in the Terms of Service to the contrary, Arena agrees that if it wishes to modify or amend this Arbitration Agreement while you are a user of the Service, you may reject any such change by sending Arena written notice within 30 calendar days of the change specifying the change(s) to which you object. By rejecting any such modification or amendment to this Arbitration Agreement, you agree that you will arbitrate any dispute between us in accordance with the unmodified version of this Arbitration Agreement.
17. Governing Law And Venue.
The laws of the State of Delaware (without regard to its conflict of law provisions) govern these Terms of Service and all matters arising from or relating to these Terms of Service and/or your use of inability to use the Service. With respect to any disputes or claims not subject to arbitration, as set forth above, you also agree to the exclusive personal jurisdiction and venue of the state and federal courts located in Trenton, New Jersey, and you waive all claims of lack of personal jurisdiction and inconvenient forum. Any claim or cause of action by you with respect to the Service or these Terms of service must be instituted within one (1) year after the claim or cause of action arose, or it is waived and time-barred.
18. Notices.
Notices under these Terms of Service must be in writing and sent in compliance with this Section. Notices to you may be sent to the address or email address you provided to Arena in your Service account. Notices to Arena must be sent to 28305 Cherry Blossom Court, Lawrence Township, NJ 08648, or to legal@arenatalent.com. Notices are considered as properly received: (a) when delivered, if delivered in person; (b) one business day after sending, if sent by email or sent by reputable overnight delivery service that provides signed acknowledgment of receipt (e.g., FedEx or UPS); or (iii) three business days after deposit in the U.S. Mail, if sent by certified or registered first class mail, postage prepaid, return receipt requested. You may change your address for notices by modifying the information in your Service account. Arena may change its address for notices by posting it in the Service or by providing you with written notice.
19. General Terms.
These Terms of Service and any Additional terms constitute the entire agreement between you and Arena regarding the Service, superseding any prior agreements between you and Arena relating to the Service. Arena’s failure to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. Except as otherwise set forth above with respect to the Arbitration Agreement, if any provision of these Terms of Service is held invalid or unenforceable for any reason, the remainder of these Terms of Service will continue in full force and effect, provided that each party’s essential rights and obligations remain legal, valid, and enforceable. You may not delegate, assign, or otherwise transfer any of your rights or obligations under these Terms of Service to any third party without Arena’s prior written consent. Arena may delegate, assign, or transfer its rights and obligations under these Terms of Service, in whole or in part, without notice or consent. By using the Service or registering for a Service Account, you consent to Arena’s contacting you via email or other electronic means. You may opt out of certain communications by providing us with written notice.
20. Notice for California Users.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact Arena as set forth in Section 18 (Notices) above.
21. Questions.
If you have any questions about the Service or these Terms of Service, please email us at support@arenatalent.com or check the Service for more information.
For "Employers":
Revised November 8, 2024
This Software as a Service Terms and Services Agreement, which includes and incorporates the Order Form as completed on Arena Talent’s website (together, the “Agreement”), by and between Arena Talent Inc. (“Arena Talent”) and the individual or entity stated on the Order Form (“You”, “Your” or “Client”), shall be effective as of the date upon which the Order Form is fully executed by You and Arena Talent and remain in effect for the length of the term. This Agreement sets out the terms and conditions that govern your subscription to the Arena Talent recruitment platform and services.
1. DESCRIPTION OF SERVICES
1.1. Subject to You complying with the terms and conditions of this Agreement, Arena Talent grants to You a non-exclusive, non-transferable right, without the right to grant sublicenses, to permit certain employees of You who You have authorized and appointed to access and use Your registered Arena Talent account (the “Account” and such employees, the “Recruiter Seats”) during the fourteen (14) day term (the “Subscription Period”) solely for Your internal business operations and recruitment, including for the assessment of any prospective or potential employee of You or, where You are an employment agency or employment business, any prospective or potential employee of Your client for whom You are providing recruitment services (a “Candidate” and such purpose, the “Permitted Purpose”).
1.2. The number of individuals who You may authorize and appoint as Recruiter Seats shall be equal to one (1).
1.3. You are responsible and liable for the acts and omissions of Your Recruiter Seats and You shall ensure that they comply with the provisions of this Agreement. Only the Recruiter Seats shall have access to the information technology system and recruitment software, including any information, comments, contributions, data, text, photographs, scripts, graphics, materials, custom templates and interactive features, developed, generated, provided, or otherwise made accessible to You by Arena Talent pursuant to the terms of this Agreement (the “Services”).
1.4. You may from time to time set up postings for certain roles which you are or may be hiring for and such postings shall remain on the Arena Talent platform until the end of the Subscription Period or until you have closed such roles (the “Job Postings”). The number of Job Postings that You may set up shall be equal to one (1). You may not be allowed to remove your one (1) Job Posting and replace it with another Job Posting during Your Subscription Period.
1.5. In addition to one (1) Recruiter Seat and Job Posting, You will have full access to the following services and features:
1.5.1. Candidate data and insights, including the relevant qualifications, background and other hiring data of such Candidate, as well as work samples, references and other materials provided or requested by You (the “Candidate Data”);
1.5.2. Applicant tracking tool (“Candidate Tracking”);
1.5.3. A specialized tool to search, identify and attract potential Candidates with a maximum of three (3) searches allowed in this Subscription Period (“Candidate Sourcing”).
1.5.4. Direct messaging communication tool with a maximum of ten (10) initial messages allowed to be sent in this Subscription Period (“Direct Messaging”).
1.5.5. Candidate matching tool powered by artificial intelligence and machine learning (“Candidate Matching”); and
1.5.6. Setup of Your personal employment branding profile (“Branding Profile” and, together with Candidate Data, Candidate Tracking, Candidate Sourcing, Direct Messaging, and Candidate Matching, the “Core Services”).
1.6. Any deliverables agreed to be provided to You under this Agreement, including, in relation to a specific Candidate, shall be delivered via Your Account.
2. USE OF SERVICES
2.1. You acknowledge and agree that you shall:
2.1.1. Ensure that the Services may only be accessed and used by Your Recruiter Seat through the Account for the Permitted Purpose;
2.1.2. Keep Your Account registration and contact details up to date;
2.1.3. Not operate more than one Account under the terms of this Agreement;
2.1.4. Not permit access to Your Account to any person other than as permitted under this Agreement;
2.1.5. Notify Arena Talent immediately if You become aware of any unauthorized access to or use of Your Account;
2.1.6. Ensure that each Recruiter Seat shall keep a secure and confidential password for such Recruiter Seat’s use of the Services;
2.1.7. Comply with any additional license terms applicable to third party software forming part of the Services that we make You aware of from time to time;
2.1.8. If you are in the recruitment business, you shall maintain the authorization of your client to access and use the Services on its behalf in accordance with the terms of this Agreement and the applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction (“Law”); and
2.1.9. Not, and shall procure that Your Recruiter Seat shall not, access, store, distribute or transmit any type of malware (including any intrusive software, code, file or program) which may prevent, impair or otherwise adversely affect (i) the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device (ii) access to, the operation of or the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or in part) or (iii) the user experience (a “Virus”), or any material during the course of Your use of the Services in any way that is (i) unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive, (ii) facilitates illegal activity, (iii) depicts sexually explicit images, (iv) promotes unlawful violence, (v) is discriminatory based on race, gender, color, religious belief, sexual orientation or disability or (vi) otherwise violates any applicable Law or causes damage or injury to any person or property, and, Arena Talent reserves the right, without liability or prejudice to its other rights, to disable Your Account or access to the Services and/or such material if there is a breach of this section, until such breach is remedied.
2.2. Except as may be allowed by any applicable Law which is incapable of exclusion by agreement between the parties, You shall not:
2.2.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute all or any portion of the Services in any form of media or by any means;
2.2.2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services;
2.2.3. access all or any part of the Services in order to build a product or service which competes with the Services;
2.2.4. use the Services to provide services to third parties unless you are in the recruitment business, and this is stated on an Order Form signed by the parties;
2.2.5. license, sell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or otherwise make the Services available to any third party, except the Recruiter Seats, and in each case solely for the Permitted Purpose;
2.2.6. attempt to obtain, or assist third parties in obtaining, access to the Services other than as provided under this Agreement; or
2.2.7. introduce or permit the introduction of any Virus into Arena Talent’s network and information systems.
2.3. Your obligations under this Agreement are granted to You only, and unless otherwise agreed in an Order Form signed by the parties hereto, are not granted to any subsidiary or holding company of You.
3. PROVISION OF THE SERVICES AND TECHNICAL SUPPORT SERVICE
3.1. Arena Talent will provide You with commercially reasonable technical support in connection with Your use of the Services, including being reasonably available to answer questions or address bugs or other technical issues that prevent the Services from operating substantially in compliance with Arena Talent’s published technical documentation.
3.2. Arena Talent shall perform the Services substantially in accordance with the terms and provisions of this Agreement and with reasonable care and skill. This obligation shall not apply to the extent that any non-compliance is caused by Your use of the Services in breach of this Agreement or contrary to Arena Talent’s reasonable instructions, or if caused by modification or alteration of the Services by any party other than Arena Talent.
4. YOUR OBLIGATIONS
4.1. You agree to:
4.1.1. cooperate with Arena Talent in all matters relating to the Services;
4.1.2. provide such information to Arena Talent as Arena Talent may reasonably request for the purpose of providing the Services and ensure that such information is accurate in all material respects;
4.1.3. ensure that Your network and systems comply with the relevant specifications provided by Arena Talent from time to time;
4.1.4. be responsible for procuring, maintaining and securing Your network connections and telecommunications links from Your systems to Arena Talent’s data centers, and managing all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links;
4.1.5. comply with all applicable laws with respect to Your activities under this Agreement; and
4.1.6. ensure that the Recruiter Seat uses the Services in accordance with this Agreement.
4.2. Arena Talent shall not be in breach of this Agreement or otherwise liable if it fails to perform any of its obligations pursuant to this Agreement due to Your breach or failure to perform any relevant obligation, Your use of the Services contrary to Arena Talent’s instructions, or the modification or alteration of the Services by any party other than Arena Talent or Arena Talent’s duly authorized contractors or agents.
5. WARRANTIES AND EXCLUSIONS
5.1. You are solely responsible for:
5.1.1. any conclusions drawn from the Candidate Data by You; and
5.1.2. any decision taken by You to reject, shortlist, interview, recruit, employ or engage any Candidate or for any other decisions made in respect of any Candidate and for Your decision to use or not to use the Candidate Data as part of such process or any adjustments advised to Arena Talent for the purposes of Services implementation.
5.2. You agree that:
5.2.1. Arena Talent acts only as a platform provider to provide tools that are intended, among other features, to help You identify workers who may meet Your hiring and staffing needs and Arena Talent does not make or recommend any hiring, staffing, or recruiting decisions on behalf of You or any third-party.
5.2.2. As between You and Arena Talent, all decisions to hire, recruit, or engage any individual or entity are entirely Yours, and You agree that You will comply with all applicable laws and regulations (including those relating to the use of artificial intelligence or machine learning and laws relating to discrimination) in connection with such decisions.
5.2.3. To the maximum extent permitted under applicable law, Arena Talent disclaims any responsibility, duty, and liability arising from or related to the hiring, recruiting, staffing, or other engagement of talent, and You accept all such responsibilities, duties, and liabilities.
5.2.4. You will bear all of Your own costs and expenses in connection with Your performance of this Agreement and Your hiring, staffing, and recruiting decisions.
5.3. Arena Talent warrants that it has the right to license the use of the Services on the terms specified in this Agreement, that it will perform the Services using the required knowledge, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and that it will devote adequate resources to meet its obligations under this Agreement.
5.4. You hereby warrant that You own or otherwise had and will have the necessary rights and consents in and relating to the Client Materials so that, as received by Arena Talent, it does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or privacy or other rights of any third party or violate any applicable Law.
5.5. Except as expressly stated in this Agreement, ALL SERVICES ARE PROVIDED "AS IS." ARENA TALENT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ARENA TALENT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ANY MATERIALS OF THIRD PARTIES ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY SUCH MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE SUCH MATERIALS.
6. LICENSE OF SERVICE DATA
6.1. Arena Talent grants to You a non-exclusive, non-transferable license to use the Services during the Subscription Period only pursuant to the terms of this Agreement and the applicable Order Form, including to:
6.1.1. permit Recruiter Seats to access and use the Services;
6.1.2. access and store Candidate Data on the Arena Talent platform; and
6.1.3. distribute the Candidate Data to Recruiter Seats.
7. PRIVACY AND DATA PROTECTION
7.1. The terms and conditions of the privacy and data protection policy in force from time to time in relation to the use of the Services, as made available at www.arenatalent.com/privacy-policy (the “Privacy and Data Protection Policy”) will apply to this Agreement and will govern the parties’ respective obligations, in accordance with the applicable Law, regarding data management, use and protection.
7.2. Either the Arena Data Protection Addendum, available at www.arenatalent.com/dpa, or a separately executed Data Protection Addendum (either of the aforementioned, as applicable “DPA”), will apply to any Customer Personal Data (as such term is defined in the DPA).
8. CONFIDENTIALITY
8.1. Each party shall treat as strictly confidential all information disclosed to it by the other party which is not publicly known, including without limitation, information in any form or medium (whether oral, written, electronic, or other) that the other party considers confidential or proprietary, including information consisting of or relating to such party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and other business or financial information (together “Confidential Information”), while this Agreement is in effect and after the termination thereof. No party shall share any Confidential Information of the other party with any person other than its employees and agents having a need to know the same in connection with the performance of this Agreement. The parties shall ensure that their respective employees and agents are bound by obligations of confidentiality in respect of Confidential Information similar to those set out in this Section 9.
8.2. Confidential Information shall not include information that (i) is or becomes part of the public domain through no act or omission of the other party, (ii) was rightfully in the other party’s possession prior to its disclosure and was not obtained either directly or indirectly from the disclosing party or (iii) is rightfully disclosed to the other party a third-party without restriction on disclosure.
8.3. The restrictions set out in this Section 9 shall not have the effect of prohibiting any disclosure by any party of any Confidential Information which it is required to disclose by law, by a court of competent jurisdiction, by any law enforcement official or agency or by any governmental or regulatory body, the rules of which it may be subject to from time to time.
8.4. No termination of this Agreement for any reason shall release either party from its obligations set out in this Section 9.
8.5. With Your prior written consent, Arena Talent may use Your name as a reference or in any advertising or promotional materials, press release, tender, proposal, speech, article or other similar material from time to time. Arena Talent welcomes PR or marketing activities by You or Your other clients and consents to the use of Arena Talent’s name, logos and trademarks by You or Your clients for such purposes.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. You acknowledge and agree that all right, title and interest to any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world, in the Services (the “Intellectual Property Rights”) shall be owned by and shall remain vested in Arena Talent (or its licensors) and nothing in this Agreement shall grant to You any rights of ownership of it nor any license to it save as expressly set out in this Agreement.
9.2. All right, title and interest to and all Intellectual Property Rights in any materials or data supplied or made available by You to Arena Talent for the purposes of this Agreement, including any corporate, business or trading name, logo, color scheme or other material (including any associated trademarks) reflecting Your business identity and generally used in Your business materials, which are specified by You (the “Client Materials”) remain vested in You (or Your licensors) and nothing in this Agreement shall grant to Arena Talent any rights of ownership of such materials nor any license to them save as expressly set out in this Agreement.
9.3. You hereby irrevocably grant all such rights and permissions in or relating to the Client Materials as are necessary or useful to Arena Talent to enforce this Agreement and to exercise its rights and perform its obligations hereunder.
10. TERM AND TERMINATION
10.1. The Subscription Period shall, unless otherwise terminated as provided in this Section 11 or otherwise agreed upon, be effective from the Subscription Period Commencement Date until the end of a fourteen (14) day term.
10.2. You may not choose to renew your Subscription Period past the fourteen (14) day term. You may continue to use Arena Talent’s services by pursuing a paid subscription model.
10.3. This Agreement and the then current Subscription Period may be terminated by either party with immediate effect on notice in writing to the other party if:
10.3.1. the other party commits any material breach of this Agreement which is not capable of remedy;
10.3.2. the other party commits any material breach of this Agreement which is capable of remedy and fails to remedy such breach within 7 days of receipt of written notice requiring it to do so; or
10.3.3. the other party (i) suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due, (ii) commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, (iii) makes a proposal for or enters into any compromise or arrangement with any of its creditors (save for a scheme of solvent amalgamation or reconstruction, (iv) has an administrator appointed or an application is made to court for such appointment, (v) has a petition filed or notice given, or an order made for or in connection with the winding up of such party, (vi) gets appointed a receiver or an administrative receiver over all or any of the assets of such party, (vii) has appointed an administrative receiver over the assets of such party or (viii) suffers a similar event of insolvency.
10.4. Upon termination or expiry of this Agreement and the then current Subscription Period for any reason:
10.4.1. all licenses granted under this Agreement shall immediately terminate;
10.4.2. all of Your rights to access and use the Services shall cease with immediate effect and You shall stop using the Services;
10.4.3. all rights of Arena Talent to use any Client Materials shall cease with immediate effect;
10.4.4. all rights, remedies and liabilities of the parties relating to this Agreement that have already accrued as of the effective date of termination or expiry hereunder shall be unaffected;
10.5. The following Sections shall survive termination of this Agreement: 1.3, 5, 7, 8, 9, 10.5, 11, 12, 13, 14, 15 and 16.
11. LIMITATION OF LIABILITY
11.1. Exclusion on Damages. EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL ARENA TALENT OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
11.2. Cap on Monetary Liability. EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.3, IN NO EVENT WILL THE AGGREGATE LIABILITY OF ARENA TALENT AND ITS LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED, DURING ANY SUBSCRIPTION PERIOD, ANY SUBSCRIPTION FEE FOR SUCH SUBSCRIPTION PERIOD. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.3. Exceptions. The exclusions and limitations in Section 12.1 and Section 12.2 do not apply to Arena Talent’s obligations under Section 13 or liability for Arena Talent’s gross negligence or willful misconduct.
12. INDEMNITY
12.1. Arena Talent shall indemnify, defend, and hold You harmless from and against any and all damages, losses, liabilities, claims, actions, costs, expenses (including reasonable fees and disbursements for legal or professional services), proceedings, judgments, consensual settlements, penalties, fines, demands, interest and charges whether arising under statute, contract or at common law (the “Losses”) incurred by You resulting from any claim, action, proceeding, investigation or similar by a third party that Your use of the Services in accordance with this Agreement infringes or misappropriates such third party's Intellectual Property Rights (“Client Third Party Claim”). The foregoing obligation does not apply to the extent that the alleged infringement arises from:
12.1.1. The Candidate Data;
12.1.2. Failure to timely implement any modifications, upgrades, replacements, or enhancements made available to You by or on behalf of Arena Talent;
12.1.3. Modification of the Services other than: (i) by or on behalf of Arena Talent or (ii) with Arena Talent’s written approval in accordance with Arena Talent’s written specification;
12.1.4. Access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by Arena Talent or specified for Your use;
12.1.5. Any Client Materials, Job Postings and other materials and information generated by You pursuant to Your use of the Services;
12.1.6. Any other materials and information that are not proprietary to Arena Talent; or
12.1.7. Any act, omission, or other matter described in Section 13.2, whether or not the same results in Client Third Party Claim.
12.2. You shall indemnify, defend, and hold harmless Arena Talent and its officers, directors, employees, agents, successors, and assigns from and against any and all Losses incurred by Arena Talent resulting from any claim, action, proceeding, investigation or similar by a third party (“Arena Talent Third Party Claim”) that arise out of or result from, or are alleged to arise out of or result from:
12.2.1. Any Client Materials, including the processing of Client Materials by or on behalf of Arena Talent in accordance with this Agreement, Job Postings, the Branding Profile and other materials and information generated by You pursuant to Your use of the Services and;
12.2.2. Any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of You (including any Recruiter Seat);
12.2.3. Allegations of facts that, if true, would constitute Your breach of any of Your representations, warranties, covenants, or obligations under this Agreement;
12.2.4. Negligence or more culpable acts or omissions (including recklessness or willful misconduct) by You or any Recruiter Seat, in connection with this Agreement;
12.3.5. Any claim made by any Candidate against Arena Talent that arises as a result of any of Your acts or omissions (including, but not limited to, any decision taken by You not to employ or hire any Candidate) in connection with any Candidates’ use of the Arena Talent platform;
12.2.6. Any infringement of a third party’s intellectual property rights arising out of or in connection with the use by Arena Talent of any Client Materials in connection with the Services; or
12.2.7. Any act or omission of any Candidate in relation to any Candidate’s use of the Arena Talent platform other than in accordance with the Candidate’s terms of use.
12.3. Each party shall promptly notify the other party in writing of Client Third Party Claim or Arena Talent Third Party Claim, as appropriate, for which such party believes it is entitled to be indemnified pursuant to Section 13.1 or Section 13.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee's failure to perform any obligations under this Section 13.3 will not relieve the Indemnitor of its obligations under this Section 13, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.
13. THIRD PARTY PROVIDERS
13.1. You acknowledge that the Services may enable or help You to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that You do so solely at Your own risk. Arena Talent makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by You, with any such third party. Any contract entered into and any transaction completed via any third-party website is between You and the relevant third party, and not Arena Talent. Arena Talent recommends that You refer to the third party’s website terms and conditions and privacy notice prior to using the relevant third-party website. Arena Talent does not endorse or approve any third-party website nor is the content of any third-party website made available via the Services.
14. FORCE MAJEURE
14.1. If a party (an “Affected Party”) is prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event (as defined below), the Affected Party shall not be in breach of contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
14.2. A “Force Majeure Event” means an event beyond a party’s reasonable control including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure or interruption of energy sources, other utility service or transport network, acts of God, war, threat of or preparation for war, armed conflict, terrorism, riot, civil commotion, interference by civil or military authorities, sanctions, embargo, export or import restriction, quota or prohibition, breaking off of diplomatic relations, national or international calamity, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosion, collapse of building structures, fire, flood, drought, storm, earthquake, volcanic eruption, loss at sea, epidemic, pandemic or similar events, outbreak of disease, including any measures taken, imposed or recommended by a competent authority in relation to the same, natural disasters or extreme adverse weather conditions, cyber or denial of service attacks, or default of suppliers or subcontractors.
14.3. If the period of delay or non-performance due to a Force Majeure Event continues for one month or more, the party not affected may terminate this Agreement by giving five Business Days’ (any day other than a Saturday, Sunday or public holiday shall be referred to herein as a “Business Day”) written notice to the Affected Party.
15. NOTICES
15.1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to:
15.1.1. Arena Talent: legal@arenatalent.com
15.1.2. You: Your email address used to create the Account.
15.2. Any notice or communication shall be deemed to have been received at 09:00 AM on the next Business Day after transmission.
15.3. This Section 16 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16. GENERAL
16.1. Entire Agreement. Each party to this Agreement agrees that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement, and that this Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, understandings and the like, whether oral or written, between the parties.
16.2. Changes.
16.2.1. Subject to Section 17.2.2, this Agreement may only be modified, amended, altered or supplemented, in whole or in part, in writing signed by duly authorized representatives of both parties. For the avoidance of doubt, this excludes email.
16.2.2. Arena Talent reserves the right to make changes to this Agreement as it requires from time to time provided that:
16.2.2.1. You are provided with prior notification of such changes via the Account or pursuant to the Section 16 notification provisions no later than 30 Business Days before the change is to take effect;
16.2.2.2. if the change does not have a material adverse effect and/or the change is required to be made to comply with any applicable law, then You shall have the right upon written notice to Arena Talent to terminate the Agreement without liability within ten (10) Business Days of being notified of such change;
16.2.2.3. if the change has a material adverse effect, You shall have the right upon 10 Business Days of being notified of such change to provide written notice to Arena Talent to request that the Agreement be fulfilled in accordance with the then prevailing terms for the remainder of the Subscription Period; and
16.2.2.4. if You do not exercise any of Your rights in accordance with Sections 17.2.2.2 and/or 17.2.2.3 within the specified time periods then the change shall take effect.
16.2.3. The rights of a party shall not be prejudiced or restricted by any indulgence or forbearance extended to any other party. A waiver to pursue any breach of contract by a party shall not operate as a waiver of the respective right or as a waiver to claim any subsequent breach. Any provision of this Agreement may be waived only by a written statement of the waiving party.
16.3. Enforceability. If any provision of this Agreement is found by any competent authority to be void, invalid or unenforceable, such provision shall be deemed to be deleted from this Agreement and replaced with the nearest possible interpretation to as much as can be permitted by law, to give effect to the original intention of the parties. The remaining provisions of this Agreement shall continue in full force and effect.
16.4. No Assignment. You are not permitted to assign, transfer, mortgage, charge, declare a trust over, subcontract, delegate or deal in any other manner with any or all of Your rights or obligations under this Agreement without Arena Talent’s prior written consent.
16.5. Additional Documents. Each party shall promptly at the other party’s request and expense execute and deliver such documents and perform such acts as may be reasonably required for the purpose of giving full effect to this Agreement and shall use all reasonable endeavors to procure that any necessary third party shall promptly do the same.
16.6. Governing Law and Forum. This agreement is governed by the laws of the State of Delaware (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Mercer County, New Jersey, and you submit to this personal jurisdiction and venue. Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
16.7. Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.