EMPLOYER ACCOUNT ADDENDUM
Dental Job Stop hereby agrees to promote your employment offer, including by placing copy that you develop and submit (“Commercial Content”), viewable by Dental Job Stop users, throughout the Service, according to agreed-upon criteria determined by You and Dental Job Stop (“Priority Placements”).
Dental Job Stop will only place Your Commercial Content during the time period covered by your payment of applicable Employer Fees ("Term") and You agree that in the event your Employer Account is terminated, including but not limited to the expiration of the Term and/or your failure to renew a new Term, that your Commercial Content will be disabled and will not be viewable through the Service.
You agree that title and risk of loss for any job opportunity that you provide or promote through Your Employer Account, including on the Service, shall directly pass to You. You are responsible and liable for: (a) the decision to make Your Commercial Content and any corresponding offer for employment available through the Service; (b) fulfilling any offer made by You for employment; (c) conducting any background checks or candidate research necessitated by Your offer for employment to users of the Service; and (d) all correspondence and other logistical arrangement that You make in connection with Your use of the candidate-search services.
Subject to future change, Dental Job Stop charges a subscription-based listing fee, as set forth in tiers published at the following URL: http://dentaljobstop.com/homes/price. By engaging in Commercial Activity through an Employer Account, You agree that Dental Job Stop may change with 30-days notice the fees that apply to your Commercial Content ("Employer Fees"). You agree and understand that Dental Job Stop has outlined and disclosed that Dental Job Stop has the right to charge for all Employer Fees in exchange for your Commercial Activity. All Employer Fees are payable in U.S. dollars. All Employer Fees are due and collected in full at the beginning of each period during which You engage in Commercial Activity through Your Employer Account. ALL FEES AND CHARGES ARE NONREFUNDABLE, AND THERE ARE NO REFUNDS, AND THERE ARE NO CREDITS FOR PARTIALLY USED MEMBERSHIP PERIODS. Dental Job Stop’s decision not to exercise any specific right or require performance of any specific obligation under this Agreement, including without limitation the collection of regularly recurring fees from You, shall not affect Dental Job Stop’s subsequent ability to exercise such right or require such performance at any time thereafter. Nor shall Dental Job Stop’s waiver of Your breach constitute Dental Job Stop’s waiver of any subsequent breach by You or any other user of the Service. By using Your Employer Account subsequent to any statement by Dental Job Stop that you receive that notifies you of new Employer Fees, You authorize Dental Job Stop, and/or its payment processor, to charge Dental Job Stop’s fees to the payment method You provide.
If any applicable Employer Fee is not paid within two (2) days after receiving notice from Dental Job Stop of non-payment, then Dental Job Stop (a) may provide any Priority Placements on the Service that You reserved or ordered to another paying Employer Account, (b) may temporarily or permanently revoke any existing Priority Placements and/or (c) may terminate Your Employer Account, all without further notice to You.
You hereby grant Dental Job Stop a royalty-free, perpetual, non-exclusive, unrestricted, fully paid-up, worldwide, sublicensable, assignable license to copy or otherwise reproduce, modify, adapt, translate, distribute, enhance, transmit, publicly display or perform, reformat, and/or otherwise use any Commercial Content, including Your trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to Dental Job Stop through your Employer Account in any and all media or formats in connection with Dental Job Stop’s fulfillment of its rights and obligations.
You represent and warrant to Dental Job Stop that: (a) Your Commercial Activity, Your Commercial Content, and Your material representations about Your business, including any employment opportunity offered by You does not and shall not infringe or otherwise violate applicable employment laws or any other laws, including rights held by any third party not a party to this Agreement; and (b) You have all rights necessary to grant the licenses set forth in this Addendum.
You represent and warrant to Dental Job Stop that you are solely responsible for the existence, safety, genuineness or legality of any job opportunity you offer through Dental Job Stop, including the truth and accuracy of any picture or description you provide.
You represent and warrant that your business name, including its formal name as a registered entity, your official email, your official postal address, and all of your payment information is current, accurate and complete.
You agree that You will not offer to sell any services that are prohibited by applicable state or federal laws or regulations, including without limitation any specific job opportunity for unlicensed work where a license is required under any applicable state or federal law or regulation.
Without limiting any indemnification provision of the Agreement, You (the “Indemnitor”) agree to defend, indemnify and hold harmless Dental Job Stop and the Dental Job Stop Parties (collectively, the “Indemnitees”) from and against any and all claims, actions, demands, causes of action, and other proceedings (individual, “Claim” and collectively, “Claims”), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to Dental Job Stop, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to Your Commercial Activity, including without limitation: (i) the relationship between You and Dental Job Stop, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) Your breach of this Addendum, including without limitation any representation or warranty contained in this Addendum; (iii) Your access to or use of Your Employer Account; (iv) Your access or use of any Dental Job Stop Customer Data from any of the Indemnitees; or (v) Your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) Your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
(a) 1-Year Limitations Period
ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO YOUR COMMERCIAL ACTIVITY, OR THIS ADDENDUM MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE.
(b) Binding Arbitration
If You and Dental Job Stop cannot resolve a Claim through negotiations, either party may elect to have the Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s). YOU HEREBY ACKNOWLEDGE THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT WITH A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), as modified by this Agreement, available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Except as otherwise provided for herein, Dental Job Stop will pay the AAA filing, administration, and arbitrator fees. If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedures 11(b)), then the payment of all such fees will be governed by the AAA Rules. In that case, You hereby agree to reimburse Dental Job Stop for all payments disbursed that are your obligation to reimbursed under the AAA Rules. If you are unable to pay the arbitration fee, Dental Job Stop will pay it directly upon receiving a written request and a sworn statement that you are unable to pay. The arbitrator is bound by the terms of the Agreement, including without limitation this Addendum. All issues are for the arbitrator to resolve, except that issues relating to the enforceability of the arbitration provision for a Court of Competent Jurisdiction to resolve. The arbitration may be conducted in person, through document submission, through telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Dental Job Stop may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator.
(c) Restrictions Against Joinder of Claims
You and Dental Job Stop agree that any arbitration shall be limited to each Claim individually. YOU AND Dental Job Stop HEREBY AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN YOUR OR DENTAL JOB STOP’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. In the event that this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
(d) Remedies in Aid of Arbitration; Equitable Relief
This agreement to arbitrate will not preclude You or Dental Job Stop from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude You or Dental Job Stop from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. As used herein, “Court of Competent Jurisdiction” means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in the State of California, Los Angeles County.
(e) Laws of the State of California
This Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in the State of California and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT WILL BE THE STATE AND FEDERAL COURTS LOCATED IN OR NEAREST TO LOS ANGELES COUNTY, CALIFORNIA. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
(a) By Dental Job Stop
(b) Effect of Termination
Any termination of Your Employer Account under the terms of this Addendum automatically terminates all rights and licenses granted to You under this Addendum, including all rights to use the Service. Upon termination, Dental Job Stop may, but has no obligation to, in Dental Job Stop’s sole discretion, rescind any services and/or delete from Dental Job Stop’s systems all Your information and any other files or information that You made available to Dental Job Stop through Your Employer Account or that otherwise relate to Your use of the Service. Upon termination, You shall cease any use of the Service, including any Commercial Activity. Subsequent to termination, Dental Job Stop reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Service, including without limitation technological barriers such as IP blocking and direct contact with Your Internet Service Provider.
(c) Legal Action
If Dental Job Stop, in Dental Job Stop’s discretion, takes legal action against You in connection with any actual or suspected breach of this Addendum, Dental Job Stop will be entitled to recover from You as part of such legal action, and You agree to pay, Dental Job Stop’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Dental Job Stop Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.