Indeed Flex – Flex User License
Last Updated September 27, 2022
Welcome to Indeed Flex, Inc. (“Flex” or “us”)! We are a temporary staffing company which connects businesses (each such business being the “Client”) that are looking to engage temporary staff on an ad-hoc basis to meet their particular requirements, such as covering events, with individuals (each such individual being a “Flexer” or “Agency Worker”, as applicable) who are looking for ad-hoc opportunities to provide their services.
This Indeed Flex User License agreement (“Flex User License”) applies to any Client or Agency, prospective Client of Agency, or representative of a Client or Agency, or prospective Client or Agency, who accesses or uses Flex, or who otherwise indicates acceptance of this Flex User License. This Flex User License presides over the use of the services offered by Flex via Flex’s website, web application (accessible via the following URL https://indeedflex.com) and mobile applications, and Indeed Flex Platform and the Indeed Flex+ Platform. Such services, websites and mobile applications (including the Indeed Flex App and the Indeed Flex+ App) are hereinafter together referred to as the “Service”. By accessing and using the Service or by otherwise accepting this Flex User License, you agree to this Flex User License. The Service is operated by Indeed Flex, Inc. 6433 Champion Grandview Way, Austin, Texas 78750.
Flex reserves the right, from time to time, without notice, to change this Flex User License at its sole discretion, by notifying you of such changes by any reasonable means, including by posting the latest version on the Service with the date that it was last updated. By using the Service after any changes have been posted, you agree to the new terms.
- Definitions and Interpretation
1.1 The following definitions and rules of interpretation shall apply in this Flex User License:
“Account” means the account a Client or Agency opens when registering to become an Client (as defined herein) or Agency (as defined herein) of Flex, in order to access the Service (as defined herein).
“Affiliate” shall refer to any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
“Agency” refers to a third-party staffing agency who entered into a contractual relationship with Flex in order to receive and respond to Client requests for supplemental staff that are made through the Indeed Flex+ Platform;
“Agency Worker” refers to a worker who is Introduced (as defined below) by a third-party staffing agency (each an “Agency”) to provide services to Client in accordance with an Assignment that has been allocated to the Agency by Client or Flex. Agency Workers are employed directly by the Agency and are not employees of Indeed Flex. For the avoidance of doubt, Client is not required to utilize Agency Workers and is under no obligation to allocate, or allow Flex to allocate, Assignments to Agencies;
“Agency Account” refers to the account created on the Service by an Agency, in order to use the Service. Agency Accounts are for business use and not for personal use. Flex is not responsible for and disclaims all liability if Agency email is used improperly or falsely by a third party
“Assignment” means a description of the requested services (i.e. specific job duties, requested skills, pay rate, time(s) and location(s) for the performance of such services) that is posted by Client on the Service;
“Client Account” refers to the account created on the Service by a potential customer of Indeed Flex, Inc., in order to use the Service. Indeed Flex Client Accounts are for business use and not for personal use. Flex is not responsible for and disclaims all liability if Client’s email is used improperly or falsely by a third party;
“Client Content” means descriptions of Assignments, screener questions to candidates or Flexers, Marks, and other materials Client provides to Flex for use in connection with the Service (which may include, for example, pictures, text, information and/or other types of content);
“Confidential Information” means confidential commercial, financial, marketing or technical information, know-how, trade secrets, User Personal Data and other confidential information relating to either Indeed Flex, Inc.,Client or Agency (including the terms of any agreement related to the staffing services ) in any form or medium whether disclosed orally or in writing, together with any reproductions of such information in any form or medium or any part of this information. Notwithstanding anything to the contrary herein, Confidential Information of the Client does not include any content contained in job advertisements provided by the Client for the purpose of posting to Indeed Flex’s website or any data derived therefrom, or information collected by Flex through Indeed Flex’s website, Indeed Flex+ App and/or the Indeed Flex+ Platform, including without limitation user activity, employee information, click-through rates, and analytics data generated by Flex;
“Conversion Fee” means the fee owed to Flex if Client hires a Flexer or Agency Worker. The amount is set forth in Section 9 (previously known as the “Introduction Fee”);
“Engagement” means a Client’s engagement of a Flexer, or an Agency Worker, via the Service to provide Flexer Services in respect of any Assignment; an Engagement may be comprised of a single Shift (as defined herein) or multiple Shifts;
“Flexer” means an individual employed or directly engaged by Indeed Flex, Inc. to perform Flexer Services as defined in the Flex User License and the Flexer Employment Terms;
“Flexer Account refers to the account created on the Service by a candidate of Indeed Flex, Inc., in order to use the Service. Client Accounts, Agency Accounts and Flexer Accounts may collectively be referred to “Accounts”.
“Flexer Services” means the specific job duties to be performed by Flexers during the course of any Engagement. In the event Client utilizes Agency Workers via the Service, “Flexer Services” shall also include the specific job duties provided by Agency Workers;
“Group Company” means in relation to a company (or similar entity) any holding companies or subsidiary companies of that company (or similar entity) (together with any holding companies or subsidiary companies of such holding company); For Indeed Flex Inc., “Group Company” shall refer to any Affiliate under the common control of Recruit Holdings Co., Ltd.;
“Indeed Flex App” means Indeed Flex Inc.’s proprietary application through which Users and Clients may access and use the Indeed Flex Platform;
“Indeed Flex+ API” means the application programming interface and associated technology, software and materials supplied and amended by Flex, from time to time;
“Indeed Flex+ App” means Indeed Flex Inc.’s proprietary application through which Users, Agencies and Clients may access and use the Indeed Flex+ Platform;
“Indeed Flex Materials” means all materials delivered or made available to Client or Agency for use in connection with the Service, which may include on-boarding and marketing information, Flex documentation, Indeed Flex Marks, Indeed Flex’s Confidential Information and any other property of any kind owned or controlled by or licensed by a third-party to Flex;
“Indeed Flex Platform” means the platform owned and operated by Indeed Flex Inc., accessed via the Indeed Flex App through which Flexers may be paired with and sourced by Clients;
“Indeed Flex+ Platform” means a version of the Indeed Flex Platform, through which Clients are able to access Agencies and allocate Shifts to Agency Workers;
“Intellectual Property Rights” means all intellectual property rights including patents, registered designs, trademarks and service marks (whether registered or not), copyrights, database rights, design rights and all similar property rights including those subsisting (in any part of the world) in inventions, designs, drawings, performances, computer programs, Confidential Information, business names, goodwill and the style and presentation of goods or services and applications for protection of any of the above rights;
“Introduce” means an Agency’s provision of information on the Indeed Flex+ Platform which identifies the Agency Worker to Client, which shall include the Agency Worker’s name, e-mail and telephone number;
“Marks” means the trademarks, service marks, logos, trade dress, and other distinctive brand features of a party;
“Mark-Up” means the percentage charged to Client on top of the Flexer’s pay rate. The Mark-Up percentage includes all labor costs and Flex service charges. Unless otherwise agreed, the Mark-Up will be visible to Client on the Indeed Flex Platform;
“Shift” means one or more recurring periods in which a Flexer or Agency Worker provides services during a single Engagement;
“User” means anyone (including but not limited to a Flexer, Agency Partner or Client) that registers for an Account.
1.2 In this Flex User License headings (including any sections and subsections) are for convenience only and do not affect interpretation.
- User Accounts
2.1 Clients: Clients or prospective Clients or their representatives are required to create an Account in order to use the Service. Users create an Account when they register to use the Service. By joining as a Client or prospective Client, a User confirms that they are legally capable of entering into binding contracts. If you are registering for the Service on behalf of your employer, your employer will be the Client and you represent and warrant that you have the authority to bind your employer to this Flex User License. Flex will provide you with login credentials and on-boarding information.
2.2 Agencies: Agencies or prospective Agencies or their representatives are required to create an Account in order to use the Service. Users create an Account when they register to use the Service. By joining as an Agency or prospective Agency, a User confirms that they are legally capable of entering into binding contracts. If you are registering for the Service on behalf of your employer, your employer will be the Agency and you represent and warrant that you have the authority to bind your employer to this Flex User License. Flex will provide you with login credentials and on-boarding information
2.3 All User Accounts are associated with individuals. All Users are responsible for their Accounts, including making sure that all User details are correct and kept up-to-date and for ensuring that their password is secure. If a User, Client or Agency has any reason to believe that their Account is being used by anyone else, contact us immediately on [email protected] If we believe that an Account has been compromised, we may suspend that account and will attempt to contact the User, Client or Agency to try and resolve the problem.
2.3 We may, at our sole discretion, refuse to register any person or entity as a User.
2.4 If you have any problems creating an Account, logging into your Account or updating your details, please have a look at our FAQs or Contact Us on [email protected].
2.5 By providing Flex with a mobile phone number, you confirm that you are the primary user and subscriber to the telephone number entered, and you expressly consent to receiving calls (including using artificial or pre-recorded voice) and texts from Flex via such mobile number. To stop receiving text messages at any time, reply to the text with STOP or contact [email protected]. For clarity, you agree and understand that texting STOP in response to a Flex SMS alert will unsubscribe you from those specific Flex SMS alerts; however, you may continue to receive other types of text messages (for example, for other services you had signed up for). You may also revoke your consent to receive text messages by closing your Flex account. Revoking consent by replying STOP or closing your Account does not apply to a phone number that a Flexer or other third party has that you provided to that party. Once you provide your phone number to a Flexer or other third party, you agree that Flex is not responsible or liable for the manner in which that Flexer or third party uses the number.
2.6 Facilitation of Engagements
(a) Clients: Client agrees that Flex may call or text Client to facilitate the performance of any of Client’s Engagements. Client further agrees that Flex may communicate with Client or initiate communication with Client on behalf of Flex or Flexers. Communication may be through Client’s Indeed Flex account or through other means such as email, telephone (including mobile phone), or postal mail, including through the use of contact information that you may provide to Flex. By providing Flex with a mobile phone number, Client expressly consents to receiving communication via such mobile number. When Client gives Flex a mobile number and consents to receiving communication, such communications may be revoked. To revoke consent at any time, Client must notify Client’s Flex representative by emailing [email protected] Client may also revoke consent by terminating its agreement with Flex.
(b) Agencies: Agency agrees that Flex may call or text Agency to facilitate the performance of any of Engagements. Agency further agrees that Flex may communicate with Agency or initiate communication with Agency on behalf of Flex or Clients. Communication may be through Agency’s Indeed Flex account or through other means such as email, telephone (including mobile phone), or postal mail, including through the use of contact information that you may provide to Flex. By providing Flex with a mobile phone number, Agency expressly consents to receiving communication via such mobile number. When Agency gives Flex a mobile number and consents to receiving communication, such communications may be revoked. To revoke consent at any time, Agency must notify Agency’s Flex representative by emailing [email protected] Agency may also revoke consent by terminating its agreement with Flex.
- Content on our Service
3.1 Flex may change or remove content, functionality or parts of our Service at any time in our sole discretion.
3.2 The legal rights (including the Intellectual Property Rights) in our Service and any content on it is owned by us, or licensed to us by third parties. Our Service and content is protected by international copyright laws and database rights. Save for the limited right to use the ordinary functionality of the Service as granted under this Flex User License , nothing on our Service grants you any license or right to use, alter or remove such material. You may not use our trademarks, logos or other intellectual property without our prior written approval.
3.3 From time to time, our Service may include links to other websites, applications or web properties. These links are provided for your convenience to provide further information. Flex has no control over, or responsibility for, the content of the linked websites, applications or web properties. If you choose to use such third-party sites or services, you enter into an agreement with such third-party alone at your own risk. When entering into an agreement with such parties, you are giving them your data directly and your rights and their obligations are determined by their privacy policies and terms of service. Flex is not responsible for any content or services provided by these third parties, and disclaims all liability from anything that may occur when you utilize such third parties. Flex additionally is not responsible for any payment that may be asked of you by such third-party.
3.4 Flex does not guarantee that the Service, or any content on it, will always be available or be uninterrupted. The quality of the Service may be affected by a number of factors including, for example, network connection and internal network, as well as any interference or maintenance work. If a disruption or disturbance occurs on the Service or a part of it or if the Service or a part of it is temporarily out of use or inoperative, including but not limited to disruption or disturbance due to failure of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email delivery (including attachments), Account login, repair or maintenance work, updates or reasons beyond our control (force majeure), you accept that such interruptions, disturbances or disruptions do not constitute a defect or delay of or in the Service, and, to the extent permitted by law, we shall not be liable for any consequences of or damages resulting from such interruptions, disturbances or disruptions. Flex or a third-party shall seek to repair the problems or failures as soon as possible and to restore the Service to use as soon as possible under the circumstances. Flex has the right to update the software included in the Service from time to time. In any case, Flex will not be liable to you for the unavailability or failure of the Service or our services.
3.5 Your access to our Service may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. Flex will endeavor to restore the Service as soon as reasonably possible. Additionally, Flex may suspend, withdraw, discontinue or change all or any part of the Service without notice, and may require you to take measures necessary to maintain access to the Service, including creating and maintaining user accounts.
3.6 Flex does not guarantee that the Service, or any content on it, will be free from errors or omissions.
3.7 U.S. Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Flex infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information as required by 17 USC. § 512(c)(3)(A): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Flex to locate the material on the site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party 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 (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Flex a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Site should be sent in writing to Indeed Copyright Notice, 6433 Champion Grandview Way, Building 1, Austin, TX, 78750, USA (copyright @ indeed.com) (remove spaces when sending email). We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there are penalties for false claims under the DMCA.
Other Claims of Infringement. For claims of infringement that do not involve a U.S. copyright, please contact us at [email protected].
3.8 Client’s Use of the Service (Not Applicable to Agencies)
(a) You agree that you are responsible for the contents of your emails, (if applicable) screener questions or their format, any Assignments that you post, and any messages that you send through the Indeed Flex Platform or otherwise, and you agree that Flex is not responsible for such content and disclaims all liability for such content, including as to whether such content is legal. You are responsible for ensuring that your selection criteria, including the use of Flexer ratings, are job-related, that you do not pose “disability-related inquiries” or medical inquiries in violation of the law, and that you do not screen out people with disabilities or members of any protected category under the law.
(b) You agree that Flex may reject or remove any Assignment, any questions for candidates or Flexers, any Flexer rating, or any other material you provide through the Service for any or no reason. For example, Flex may remove any job description or question that directly or indirectly discriminates against candidates or Flexers. Direct discrimination means, for example, that a job description or question specifically makes clear that only candidates matching a certain criteria are wanted for an Assngment, thereby excluding others because of, for example, their gender, race, age or disability. Indirect discrimination means, for example, that a job description or question implicitly excludes certain classes of candidates or Flexers by making it impossible for them to qualify for the job requirements. You understand and agree that it is your responsibility to refrain from posting any job description or question or using Flexer ratings in a manner that directly or indirectly discriminates against candidates or Flexers or otherwise violates applicable law.
(d) You shall indemnify, defend and hold harmless Indeed, its agents, affiliates, and licensors from any third-party claim or liability (including without limitation reasonable legal fees) arising out of your use of Flexer ratings or any any job description or screener questions (or answers thereto) that you post or that you instruct Flex to post on your behalf, or any message that you send or that you instruct Flex to send on your behalf.
- Client User License (Not Applicable to Agencies)
4.1 Flex allows Clients to post Client Content. You understand and agree that Client Content may also include information you create, edit, or select from templates provided during your use of Services.
4.3 You irrevocably and unconditionally waive any and all moral rights in any Client Content.
4.4 You are solely responsible for your Client Content and the consequences of posting or publishing it. We do not endorse any Client Content or any opinion, recommendation, or advice expressed therein. You also acknowledge that we have no liability in connection with the Client Content and we cannot guarantee and will not be liable for any unauthorized copying, distribution or use of your Client Content. Flex may monitor Client Content and reserves the right to delete any Client Content or portion thereof that Flex, in its sole discretion, deems appropriate. Flex assumes no responsibility and disclaims all liability for any acts or omissions by you in connection with your use of the Service. Pursuant to the Communications Decency Act, Flex hereby notifies you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from GetNetWise and OnGuard Online. Please note that Flex does not endorse any of the products or services listed on such sites.
4.5 By uploading and publishing your Client Content you warrant, represent and undertake that you are the creator and owner of the Client Content, have the right to grant us the rights contained in this Flex User License and that you will comply with all your obligations regarding uploading content to our Service including without limitation those set out at clause 5.1, below. You warrant that the Client Content is accurate and complete in all material respects and you have (and will continue to have during your use of the Service) all necessary licenses, rights, consents and permissions which are required to enable us to use your Client Content as contemplated by this Flex User License .
- Your use of our Service
5.1 You agree that you will not:
(a) impersonate any other person, conduct yourself in an offensive or abusive manner, or use the Service for any unlawful purposes;
(b) fail to deliver the payment for the Flexer Services rendered to you;
(c) advertise or offer to sell any goods or services for any commercial purpose through the Service which are not relevant to the services offered via the Service;
(d) use the Service to solicit for any other business or service, or contact Flexers for employment (or any other purpose) not related to use of the Service as envisaged by this Flex User License ;
(e) post the same Assignment repeatedly;
(f) use virtual private networks, false email addresses or any other means to mask your identity;
(g) attempt to access the accounts of other Users or upload, share or submit content containing any spyware, adware, viruses, corrupt files, worm programs or other malicious code designed to interrupt, damage or limit the functionality of or disrupt any software, hardware, telecommunications, networks, servers or other equipment, Trojan horse or any other material designed to damage, interfere with, wrongly intercept or expropriate any data or personal information;
(h) disable or modify any copy protection technology used on the Service;
(i) abuse or manipulate the Flexer rating/review system on the Service, which shall include but is not limited to using the rating/review system to screen and / or discriminate against candidates or Flexers as set forth in Sections 3.8 and 3.9.
(j) alter or modify, translate, adapt, merge, make derivative works of, decompile, disassemble, reverse compile, reverse engineer or otherwise attempt to derive the source code for any part of the Service or any of the Services;
(k) collect, harvest or ‘scrape’ any data from any web pages contained in the Service;
(l) upload, share or submit content that is or may be interpreted as unlawful, obscene, indecent, pornographic, sexually explicit, libelous, maliciously false, inaccurate, misleading, depicting violence (in an explicit, graphic or gratuitous manner) offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or cause annoyance, inconvenience or needless anxiety to any person or violate hate speech or anti-discrimination laws or otherwise objectionable, irrelevant or unconstructive;
(m) upload, share or submit any content that infringes any proprietary rights of any third-party including any patent, copyright, moral right, database right, trade mark right, design right, trade secret rights in passing off, rights of privacy, publicity, confidence, or under data protection legislation or other intellectual property law;
(n) upload, share or submit any content that is false, deceptive, misleading, deceitful, false, inaccurate or akin to a ‘bait and switch’ offer;
(o) do or omit to do anything which would bring Flex, Flex’s Group Companies, the Service, our suppliers or other Users into disrepute or in any way damage our or their reputation; or,
(p) interfere with another User’s use and enjoyment of the Service in any other manner that could damage, disable, overburden or impair the Service;
(q) send messages in violation of US CAN-SPAM Act or any other applicable anti-spam law; or
(r) otherwise use the Service in violation of this Flex User License or the applicable agreement for staffing services.
Flex reserves the right to use any user generated content (including the content of messages or material sent through or to the Service or Indeed) to prevent potentially illegal or tortious activities, or any other activities that are detrimental to other Users. Flex reserves the right to not deliver any message that Flex suspects to be malicious or spam, for fraud mitigation, or for any reason.
5.2 Flex may suspend, restrict or terminate your Account and/or your access to the Service if we believe that you have breached this Flex User License . This does not limit Flex’s right to take any other actions against you that we consider appropriate to protect Flex’s rights.
5.3 By accessing or using Indeed Flex, you signify your assent to this Flex User License and agree to comply with all applicable laws and regulations, including U.S. or other export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo, sanctions, or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; (b) on any of the U.S. government lists of restricted end users; or (c) the subject of sanctions consistent with U.S. law imposed by the government of the country where you are using Indeed Flex. If (a), (b), or (c) applies to you, you may not use the Indeed Flex Services, and Indeed Flex may terminate this Flex User License and your access to the Site and Services without any further obligations to you whatsoever.
5.4 The materials on the Service are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of Indeed’s proprietary rights in them.
5.5 Occasionally, Flex may test improvements to the Service. You agree that Flex may conduct such tests, which are meant to improve the effectiveness of the Service, without notice to you.
5.6 When you use the Service, you agree to Flex knowing, processing, analyzing, storing, and recording any and all activities you take on the Service, including, but not limited to, technical information such as the Internet protocol (IP) address used to connect your device to the Internet; your login details; browser type and version; time zone setting; browser plug-in types and versions; operating system and platform, dates and times you use the Service; content you view; page response times; download errors; length of visits to certain pages; page interaction information (such as scrolling, clicks, and mouse-overs); methods used to browse away from the page; and any phone number used to call our customer service number. You agree that Flex may use third-party vendors as necessary to create, store, process, analyze, and record any and all such interactions, activities, and communications made with, on, or through the Service, and that such vendors’ activities are an extension of the Service. By using the Service you authorize Flex and such vendors to make any connections with wires, lines, cables, or instruments, including with communication systems, that may be made in connection with the Service. When you view, send, store or receive materials (including messages) through or using the Service, Flex may, for example, use such materials for data analysis, quality control, or to refine the Service or any other affiliate product or service, whether via automated means or otherwise. If you send or receive communication through the Service, you agree to your communication being processed, analyzed, reviewed, and stored, including via automated means, for data analysis, quality control, enforcement of the Service’s rules and other Flex policies, content moderation, and to improve the Service or any other affiliate product or service. If and when you ask Flex to transmit a communication or message through the Service, you understand that this is without warranty, as Flex cannot guarantee that the message will be delivered, received, read, accessed or acted upon, and that Flex reserves the right to reformat such message.
5.7 Except as otherwise expressly permitted by Flex, you are not authorized under this Flex User License to:
(a) license, sub-license, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Indeed Flex+ API, the Indeed Flex+ App, the Indeed Flex+ Platform or Indeed Flex Materials in any way;
(b) modify or make derivative works based upon the Indeed Flex+ API, the Indeed Flex+ App, the Indeed Flex+ Platform or the Indeed Flex Materials; or
(c) reverse engineer or access the Indeed Flex+ App or the Indeed Flex+ Platform in order to:
(i) build a competitive product or service;
(ii) build a product using similar ideas, features, functions or graphics of the Indeed Flex+ App and/or the Indeed Flex+ Platform; or
(iii) copy any ideas, features, functions or graphics of the Indeed Flex+ App and/or the Indeed Flex+ Platform
- Intellectual Property
6.1 Neither party grants any rights in its respective Marks or other Intellectual Property Rights other than those expressly granted in this Flex User License . There are no implied licenses granted under this Flex User License and any rights not expressly granted by Client or Flex to each other, or Flex and Agency to each other, as the case may be (whether further to this Flex User License or otherwise) are hereby fully and expressly reserved to, respectively, Client or Flex, or Agency or Flex, as the case may be.
6.2 As between the parties:
(a) Flex retains and owns all right, title and interest in and to the Service, the Indeed Flex Materials, the Indeed Flex Marks, and all derivatives, enhancements and modifications thereof and all Intellectual Property Rights subsisting therein; and
(b) Client retains and owns all right, title and interest in and to the Client Content, the Client Marks and all derivatives, enhancements and modifications thereof and all Intellectual Property Rights subsisting therein.
6.3 Client or Agency, as the case may be, shall only access the Indeed Flex+ App and the Indeed Flex+ Platform in the manner permitted by Flex and shall not attempt at any time to circumvent system security or access the source code or object code to the Indeed Flex+ App, the Indeed Flex+ Platform or compiled code.
6.4 Save only for any Client Content and Client Marks incorporated therein, all Intellectual Property Rights in and to the Indeed Flex+ App and the Indeed Flex+ Platform (including all source code and any developments and customisations to them) shall remain the absolute property of Indeed Flex and/or its third-party licensors.
6.5 Client hereby grants to Flex and its nominees a non-exclusive, right and license to host, transmit, store, copy, modify, distribute, perform, display, reformat and otherwise use the Client Content and Client Marks in order to: (a) develop, host and support the Indeed Flex+ App and the Indeed Flex+ Platform and make the same available to Users; (b) host the Client Content and Client Marks on servers owned or controlled by or on behalf of Indeed Flex; (c) display, communicate to the public and distribute the Client Content and Client Marks, in whole or in part, in and through the Indeed Flex+ App and the Indeed Flex+ Platform; and (d) otherwise perform its obligations hereunder.
- Governing Law; Dispute Resolution
This Flex User License and any dispute arising out of or in connection with or related to this Flex User License (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Flex User License , by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. Flex’s rights and obligations under this arbitration provision shall inure to the benefit of any consumer reporting agency that provides information to Flex regarding a candidate or employee, regardless of whether the consumer reporting agency is named as a co-defendant or named individually in a claim that would otherwise be subject to this arbitration provision if brought against Flex.
- Disclaimer of Warranties
YOU USE THE SERVICE AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER FLEX NOR ANY PERSON ASSOCIATED WITH FLEX MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. FLEX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY REGARDING PERFORMANCE OF THE SERVICES OR LACK THEREOF, ENGAGEMENT OF FLEXERS VIA THE SERVICES OR AVAILABILITY OF THE SERVICE. FLEX EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING WITHOUT LIMITATION NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. FLEXERS PERFORM THE SERVICE UNDER THE DIRECTION OF THE CLIENT AND FLEX DISCLAIMS ALL WARRANTIES RELATED TO THE SERVICES PROVIDED BY THEM OR ANY INTERACTION BETWEEN THEM AND THE CLIENT. Flex disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information, emails, attachments or material. Flex further disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Service or on other sites or services on the Internet accessed through the Service. Under no circumstances shall Flex be liable to you or any third party on account of your use or misuse of or reliance on the Service. Additionally, under no circumstances shall Flex be liable to you or any third party on account of your use or misuse of or reliance on any third party site or service you link to from the Service. Flex further disclaims all liability for any technical malfunction of the Service, including injury or damage to your or to any other person’s computer, mobile device or other hardware or software, related to or resulting from using or downloading any content in connection with the Service. Flex may offer suggestions, recommendations, or information to Users that may support or improve their experience on the Service. You understand that these offerings are provided as a courtesy and without warranty, and your use of such information is at your sole discretion. Flex assumes no responsibility and disclaims all liability for any actions you take based on any information provided by Flex. FLEX IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR GROUP COMPANIES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
- Indemnity and Limitations on Liability
You shall indemnify, defend and hold harmless Flex, its agents, affiliates, and licensors from any claim or liability (including without limitation reasonable legal fees) arising out of or related to: (a) your violation of any term of this Flex User License ; (b) your use of, and access to, the Service; (c) your loss of, or disclosure of, information gained from using the Service or any Flex product, program, or service; (d) your violation of any applicable laws or regulations, including but not limited to the Fair Credit Reporting Act, any applicable employment, equality, or discrimination laws, and any applicable data protection or privacy laws (this includes any claims that Indeed as your agent violated any such laws); (e) your violation of any third party right, including without limitation any copyright, property, or privacy right; (f) any claim that your content caused damage to a third party; or (g) with respect to Client, Client’s actions as a customer of Flex, including without limitation doing or not doing the following: screening, hiring, promoting, or demoting any Flexer or candidate. This defense and indemnification obligation will survive this Flex User License and your use of the Service or any Flex product, program, or service.
UNDER NO CIRCUMSTANCES WILL FLEX’S LIABILITY ARISING OUT OF OR RELATED TO THIS FLEX USER LICENSE EXCEED THE AGGREGATE FEES RECEIVED UNDER THE APPLICABLE AGREEMENT FOR STAFFING SERVICES. UNDER NO CIRCUMSTANCES SHALL FLEX OR ITS AFFILIATES OR GROUP COMPANIES, OR ITS OR THEIR THIRD-PARTY LICENSORS, BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE SERVICE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF FLEX OR ITS AFFILIATES, OR ITS OR THEIR THIRD-PARTY LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICE, FROM RELIANCE OR DAMAGE CAUSED BY INFORMATION POSTED ON THE SERVICE, FROM INABILITY TO USE THE SERVICE, FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), OR FROM THE PERFORMANCE OR NON-PERFORMANCE OF FLEXER SERVICES BY FLEXERS OR AGENCY WORKERS. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICE OR RECEIVED THROUGH ANY LINKS MADE AVAILABLE ON THE SERVICE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND TO THE FULLEST EXTENT PERMITTED BY LAW.
Without limiting the foregoing, under no circumstances shall Flex or its Affiliates or Group Companies, or its or their third-party licensors, be liable or responsible, or be deemed to have defaulted under or breached this Agreement, for any delay or failure in fulfillment or performance resulting, arising out of or caused by, directly or indirectly, acts, causes, forces or circumstances beyond its or their control, including, without limitation, the following force majeure events: (a) acts of God or natural catastrophes or forces, (b) flood, fire, storm, earthquake, epidemics, pandemics, explosion or other similar events; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots, insurrections, other civil unrest or disturbances, military disturbances or sabotage; (d) government action, order, law or regulation or orders of domestic or foreign courts or tribunals; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor disputes or stoppages or slowdowns or other industrial disturbances or shortage of labor or materials; (i) breakdown, interruptions, loss., fluctuations or malfunctions of utilities (including heat, light or air conditioning), communications, computers (software and hardware, and including, but not limited to, computer viruses), or telephone communication services; (j) internet, computer equipment, telecommunication equipment, electrical power or other equipment or mechanical failures or shortages; (k) loss of data due to power failures or mechanical difficulties with information storage or retrieval systems; (l) non performance of third parties; and (m) other events beyond the control of Flex.
- Severability and Reformation
If any provision of this Flex User License is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Section shall not affect the validity and enforceability of the rest of this Flex User License .