THIS AGREEMENT is made and entered into as of the date of client’s signature and acceptance, between CollegeFrog, Inc. / Accountingfly with offices located at 212 South Alcaniz Street Pensacola, FL 32502 (“Accountingfly”) and “Client”.
Authorization to Proceed and Representation on Authority of Parties / Signatories: By signing the Scope of Work (SOW) Agreement, the Parties agree to the scope of the services as set forth herein. Both Parties agree to make all commercially reasonable efforts to complete the Project and the services contained in the SOW in the timeliest manner possible. The Client acknowledges that Accountingfly’s ability to meet the delivery dates in subject to: (1) timely interaction with the Client’s team; (2) other events beyond the control of Accountingfly.
Services: Accountingfly acknowledges that Client will use other sources for candidates. Accountingfly agrees to exclusively manage Client’s pay-per-click recruitment campaigns for assigned positions only, during the term of the Agreement. Accountingfly does not post to Indeed.com. Accountingfly shall evaluate the success of such campaigns through the use of its proprietary analytic tools. In addition, Accountingfly will provide all services as outlined in SOW.
Fees: Client shall provide Accountingfly with any and all fees as outlined in the SOW, paid in accordance with the payment terms outlined in the SOW.
User Subscriptions: Accountingfly hereby grants to the Client a non-exclusive, non-transferable right to permit the Client to use the Services during the term of this agreement solely for the Client’s internal business operations.
Client shall not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or use the Services and/or Documentation to provide services to third parties; or subject to the Assignment clause below, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users, or attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause; and the Client shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Supplier. The rights provided under this User Subscriptions clause are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.
Client further agrees that it shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or causes damage or injury to any person or property.
Accountingfly reserves the right, without liability to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.
Non-Solicitation: The parties agree not to solicit or attempt to solicit the services or business of (i) any employee of the other party, or (ii) any former employee who was employed by the other party within one (1) year of their employment, without the prior written consent of such other party.
Warranties: Accountingfly warrants that it shall perform the Services with the highest degree of skill and care required by customarily accepted good and sound professional practices and procedures. Accountingfly shall comply with all applicable federal, state and local laws, rules or regulations. Except as may be expressly set forth in this Agreement, Accountingfly makes no representations or warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, or fitness for a particular purpose, and any warranties arising from a course of dealing, usage or trade practice, concerning its products or services
Client Warranties: Client represents and warrants to Accountingfly that: (i) the information given by Client may be relied upon by Accountingfly; and (ii) is true, complete and correct in all respects; and (iii) Client’s business and all content transmitted on its behalf by Accountingfly will comply in all respects with all applicable laws and regulations, including without limitation those concerning securities, investments, insurance, patent, copyright, labor, equal opportunity and anti-discrimination, unfair trade practices, trade secrets and privacy.
Limitation of Liability: In no event shall Accountingfly be liable to Client under this Agreement for any incidental, special, indirect, consequential or punitive damages, including loss of data, loss of service, loss of profits or loss of goodwill, whether arising in contract, tort, strict liability or otherwise, even if Client has been advised of the possibility of such damages. In no event shall Accountingfly be liable to Client for more than the amount of monies received by Accountingfly for the particular product or service from which the claim arose.
This limit of liability shall not be exceeded, notwithstanding the number of such claims and demands. Furthermore, this limitation of liability shall be effective notwithstanding that the Client’s available remedies may fail of their essential purpose. Accountingfly set prices and fees and entered into this Agreement in reliance upon the limitations of warranty and liability contained in this Agreement, and that the same form an essential basis of the bargain between Accountingfly and Client.
Indemnities: Each party (“Indemnifying Party”) hereby agrees to defend, indemnify and hold the other party (“Indemnified Party”), as well as their respective affiliates, directors, officers, employees, contractors, agents and representatives, harmless from and against any and all liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses), arising from any claim or action brought against the Indemnified Party in connection with any acts or omissions of the Indemnifying Party, or any person or entity represented by the Indemnifying Party. The foregoing indemnity shall apply to all claims against the Indemnifying Party, including, but not limited to: (i) claims for personal injuries (including death) by any person made or threatened by, in the name, or on behalf of, the indemnified party’s employees, including claims for personal injuries arising in the course of their employment; (ii) loss of and/or damage to any and all property; (iii) violations or alleged violations of applicable federal, state or local laws; and (iv) breach of any representation or warranty by the indemnified party, its agents, subcontractors/assignees and anyone directly or indirectly employed by any of them in connection with this Agreement.
Force Majeure: Neither party shall be liable for any non-performance or loss resulting from causes out of its reasonable control, such as delays or interruptions due to electronic or mechanical equipment, telephone problems, and internet problems, defects due to storms, acts of government, strikes, labor or materials shortage or acts or omissions of suppliers.
Assignment: This Agreement may not be assigned by either party without prior written consent of the other party; however, either Party may unilaterally assign its rights and obligations hereunder to a successor entity that acquires at least 50% of the outstanding stock or assets of the acquired party.
Waiver: The waiver by either party of any terms, conditions, rights, duties or breaches of this Agreement shall not be continuing or constitute a waiver of any other term, condition, right, duty or breach.
Integration: This Agreement contains the complete and entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as herein contained. This Agreement may not be modified except by written agreement signed by both parties.
Severability: If any provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall, nevertheless, remain in full force and effect. If any provision of this Agreement shall be held invalid or unenforceable with respect to particular circumstances, the remainder of this Agreement shall, nevertheless, remain in full force and effect in all other circumstances.
Notice: All notice given hereunder shall be in writing and shall be considered effective when sent by First Class Mail, postage repaid, to the other party at the following addresses:
James Hosman, CFO of Accountingfly, 707 E Cervantes Street Suite B #117 Pensacola, FL 32501 and to the Client at it’s listed address.
Issue Resolution: Each Party agrees that before instituting litigation against the other Party, any and all claims, disputes, or controversies arising under, out of, or in connection with this Agreement or the breach thereof, (“dispute”) shall first be submitted to the Chief Executive Officer (“CEO”) or Chief Operating Executive (“COO”) of each party (or their designee). Each Party shall submit its position regarding dispute to the other Party and the respective executives shall work in good faith to amicably resolve the dispute within thirty (30) days after the Parties exchange their positions. In the event that the dispute is not resolved within thirty (30) days, the Parties may seek the intervention of the Courts in accordance with the terms of this Agreement.
Governing Law / Jurisdiction / Venue / Attorneys Fees: The laws of the State of Florida shall govern the validity and interpretation of any term(s) or provision(s) of this Agreement or of the rights and duties of the parties without regard to Florida principles of conflict of law. Each of the parties agrees to submit to the jurisdiction of the courts of the State of Florida with respect to any action arising out of this Agreement. Venue for all actions arising out of this Agreement shall be in the state or federal Courts in Escambia County, Florida. In any and all actions at law or equity arising out of this Agreement, the prevailing party shall be entitled to reasonable and necessary attorneys’ fees and costs in addition to any other relief to which it may be entitled.
Term and Termination: The term of this Agreement shall commence on the Effective Date and shall remain in effect for 12 months, however the Client has the ability to opt out with a 60 day written notice on the monthly fee. If a hire is made for any of any candidate sourced and screened by Accountingfly the Client is obligated to fulfill payment terms for that placement.