GROOVEJOB.COM ADVERTISING TERMS AND CONDITIONS

These Terms and Conditions (the "Terms and Conditions") are incorporated by reference into the Insertion Order ("Effective Date") between GrooveJob.com, a division of MH Sub I, LLC dba Internet Brands, with its principal place of business at 909 North Sepulveda Blvd., 11th Floor, El Segundo, CA 90245 ("Provider"), and client ("Client") named on the GrooveJob.com Insertion Order(the "Insertion Order," and together with the Terms and Conditions, the "Agreement") as of the date of the Insertion Order.
 
WHEREAS, Provider provides Internet advertising services to companies seeking to hire employees.
 
WHEREAS, Client wishes to purchase one or more of the Providers Services, and agrees to all of the terms and conditions set forth in this Agreement.
 
NOW, THEREFORE, in consideration of the foregoing, the parties hereby agree as follows:
 
TERM AND TERMINATION
 The term of this Agreement (the "Term") shall begin on the Effective Date and shall continue in effect for one month, and shall be known as the "Initial Term". After the Initial Term, the Agreement will renew automatically for additional periods of 30 days.
 
This Agreement shall not be cancelable by the Client until the Initial Term, has been completed. After the expiration of the Initial Term, either party may terminate this Agreement by submitting written notice to the other party. At any time, Provider may terminate this Agreement immediately if: (i) Client becomes insolvent, delinquent (delinquency for purposes of this Agreement is defined as 30 days overdue) or unable to pay its debts,(ii) upon the breach of the representations and warranties contained in this Agreement, or (iii) if Client's account balance reaches zero. Upon termination of this Agreement, assuming that the initial Term has been completed, upon Clients written notice of cancellation, Provider will refund the pro-rata portion of any prepaid monthly fees, if any, within sixty (60) days. For the purposes of computing any refund, Client shall be charged for the portion of the month prior to the termination.
 
If Client's account at any time becomes delinquent (over 30 days due), Provider shall have the right to terminate Clients advertising and to terminate Clients access to all advertising services provided to Client under this Agreement.
 
FEES AND PAYMENT FEES AND PAYMENT
 
Client shall pay to Provider the applicable monthly Advertising fees ("Fees"), as stated on the GrooveJob.com Insertion Order. a) Automatic payments: Client acknowledges that some marketing services may only be purchased by automatic debit or credit card payments. For these packages/products, payments through invoicing will not be allowed. b) Payment of Fees: Client shall pre-pay all Fees, unless Provider otherwise agrees in writing. Client acknowledges that all initial deposits paid are non-refundable.
 
INDEMNITY Client shall indemnify, defend, and hold Provider, its officers, directors, agents, affiliates and employees harmless against any third party claim, action, suit or proceeding (i) alleging any breach of the representations, warranties and obligations contained herein, (ii) arising from errors or inaccuracies of the Client's Advertising Content and Collateral information that Client provides Provider, or (iii) arising from any allegations that Client's Content violates or infringes upon the copyright, trademark, logo, service mark or other property right of any third party. Client shall indemnify Provider, its officers, directors, employees or its affiliates for all losses, damages, liabilities and all reasonable expenses and costs (including all legal costs) incurred by Provider as a result of a judgment entered against Provider in any such claim, action, suit or proceeding. Client's obligations under this Section are conditioned upon Provider: (a) giving the Client prompt written notice of any claim, action, suit or proceeding for which Provider is seeking indemnity; and (b) reasonably cooperating with Client at Client's expense.
 
LIMITATION OF LIABILITY
 
NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY STATED OR IMPLIED HEREIN, IN NO EVENT AND UNDER NO THEORY OF LIABILITY SHALL PROVIDER, ITS OFFICERS, DIRECTORS, OR EMPLOYEES OR ANY AFFILIATE OF PROVIDER THEREOF BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF TECHNOLOGY, LOSS OF DATA, LOSS OF USE OF SERVICE OR EQUIPMENT, LOSS DUE TO COMPUTER VIRUS, OR LOSS OF ANTICIPATED PROFITS OR LOST BUSINESS. IN NO EVENT AND UNDER NO LEGAL THEORY WILL PROVIDER'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE LAST SIX MONTHS.
 
DISCLAIMER OF WARRANTIES
 
PROVIDER'S SERVICES UNDER THIS AGREEMENT ARE PROVIDED ON AN "AS IS" BASIS, AND CLIENT'S USE OF THE SERVICES IS AT ITS OWN RISK. PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
 
CLIENT ACKNOWLEDGEMENT
 
Client acknowledges and agrees that the disclaimers of warranties, limitations of liability and indemnification provisions set forth in this Agreement reflect a mutually agreed upon allocation of risk and form a fundamental part of the basis of the bargain hereunder, without which Provider would not have entered into this Agreement. PARAGRAPHS 7A THROUGH 7D APPLY TO ADVERTISING CONTENT AND OBLIGATIONS OF CLIENT AND THE ADVERTISING CONTENT AND PRODUCTS PROVIDED BY PROVIDER
 
7A. CLIENTS CONTENT Client shall provide such Advertising Content ("Content") to Provider as is necessary to provide Advertising Services to Client. Client is responsible for verifying the accuracy of Content, before submission to Provider.
 
7B. RIGHT TO REJECT/CANCEL Provider reserves the right to reject or cancel Client's Content for any reason at Provider's Sole discretion. Client represents and warrants that: (a) It is the owner or is licensed to use the Content, (b) The Content is free of any virus or other defects, and (c) The Content does not and will not infringe any copyright, trademark, patent or other proprietary right. Content may not include and/or involve profanity, expletive or inappropriate language; violence, racial intolerance, hate, or advocacy against any individual, group, or organization; illicit drugs and drug paraphernalia; pornography, adult, or mature content; gambling or casino-related content; any content that promotes and/or involves illegal activity or infringes on the legal rights of others; Content involving illegal activity, spam, mail fraud, pyramid schemes, or investment opportunities or advice not permitted by law; content that is libelous, defamatory, contrary to public policy, or otherwise unlawful. Provider shall have the right with or without notice, to terminate the graphics, text and/or URL contained in any creative at any time and for any reason without liability, and it is in Client.s sole discretion to do so.
 
7C. COMPLIANCE WITH LAWS Client represents and warrants that it shall at all times adhere to all Federal and State laws and regulations applicable to its conduct in connection with its advertising and the Advertising Services it purchases from Provider. To the extent Client utilizes email to identify potential customers or conducts telemarketing in connection with the Advertising Services, Client acknowledges that they have read, understand and will comply with all provisions of the United States CAN SPAM legislation enacted on January 1, 2004 and with any applicable state laws. Furthermore, Client will ensure that any and all telephone calls made by Client in connection with the Advertising Services are not on any Federal or State Do Not Call List.
 
POSITIONING
 
The positioning of Client's Advertising Content within a web page or web site is at the sole discretion of Provider. Provider may restructure or redesign the web page, the web site or listing at any time. Client acknowledges that Provider has made no guarantees with respect to usage statistics or levels of impressions.
 
PROVIDER COMMUNICATION WITH CLIENT
 
By execution of this Agreement, Client expressly authorizes and agrees to accept communication from Provider via either email, facsimile or by regular mail with regard to system status issues, product changes/enhancements, billing/account issues and new product and marketing information.
 
GENERAL PROVISIONS
 
Governing Law. This Agreement will be governed beyond, construed and enforced in accordance with the laws of the State of California without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in California and further agree that any cause of action shall be brought and maintained in a court in Los Angeles County, California.
 
Legal Expenses. In any legal action brought by Provider against Client and arising out of this Agreement, Provider shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees.
 
Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
 
Assignment. Client may not assign this Agreement, without the prior written consent of Provider. The Provider's rights and obligations will bind and inure to the benefit its successors and assigns.
 
Force Majeure. Except for the obligation to pay all fees due under this Agreement, neither party shall be liable to the other or any third person for any delay or default in performing its obligations hereunder if such delay or default is caused by force majeure, such as wars or insurrections, riots, acts of government, strikes, work stoppages, labor troubles, fire, explosion, earthquake, flood, embargoes and/or inability to obtain materials, acts of God or other cause outside the reasonable control of a party.
 
Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Provider shall work exclusively for Provider and shall not, for any purpose, be considered employees or agents of Client. Provider assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.
 
Notice. Aside from any specific notice provisions outlined above, any other notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing.
 
Counterparts/Facsimile/Electronic Copies. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A facsimile or an electronic copy (provided by the Provider) shall constitute a valid original for purposes of this Agreement.
 
Entire Agreement. This Agreement, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. It may be changed only by a writing signed by both parties. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

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