Last Modified: July 20, 2018

These terms of use are entered into by and between You (“you”, “You” or “Developer”) and iCIMS, Inc. ("iCIMS", "we" or "us"). Any reference to “party” or “parties” shall be a reference to You and iCIMS (each a “Party” and collectively the “Parties”). 

Please read these terms of use carefully before using or accessing the developer site at https://developer.icims.com/ (the “Developer Site”). By your access or use of the Developer Site, You accept and agree to be bound and abide by these terms of use; provided however that the terms of a separate agreement entered into by and between You and iCIMS shall govern to the exclusion of these Terms of Use (as defined below) where applicable. Our Privacy Policy, found at https://www.iCIMS.com/legal/privacy-policy-website (the “Privacy Policy”) and our Copyright Policy, found at https://www.icims.com/legal/copyright-policy (the “Copyright Policy”), along with the Technical Annex and the Program Guide, each available at www.icims.com/partner/gc, (collectively, the “Additional Documentation”), are incorporated herein by reference and together herewith constitute the entire understanding of the Parties with respect to the subject matter hereof (the “Terms of Use”). Any reference to “Partner” in the Additional Documentation, shall be a reference to Developer as defined in these Terms of Use. 

If you wish not to agree to these Terms of Use, you must not access or use the Developer Site.

By use of or gaining access to this Developer Site, You represent and warrant that You are of legal age to contract with iCIMS and meet the foregoing eligibility requirements. If You fail to meet any of these requirements, You must not access or use the Developer Site.

1. DEFINITIONS

1.1.  “Confidential Information” shall mean certain non-public information of the disclosing party or of third parties that is designated as confidential or proprietary, or that by its nature is reasonably understood to be confidential or proprietary, and that derives independent value from not being generally known to the public (“Confidential Information”). Confidential Information shall not include: (i) information previously known to or independently developed by the receiving party without reference to Confidential Information, (ii) information which is or becomes publicly known through no act or omission of the receiving party, or (iii) information received from a third party under no confidentiality obligation with respect to the Confidential Information.

1.2.  “Developer Materials” shall mean business partner logos, marketing materials, technical materials, training materials, and other information of Developer or of third parties including Confidential Information.

1.3.  “Developer Property” shall mean, collectively, Developer Services, Developer Software, Developer Materials, and the Confidential Information of Developer, as well as all materials created by Developer, including but not limited to documentation, designs, and/or specifications with respect to any integration, any other proprietary materials, data or information of Developer or its subsidiaries.

1.4.  “Developer Services” shall mean the provision of services by Developer to an iCIMS subscriber pursuant to separate agreement between them, including the provision of the Developer Software.

1.5.  “Developer Software” shall mean the proprietary software included in the Developer Services including the Developer Web Services.

1.6.  “Developer Web Services” shall mean the ability for Developer Services to integrate with iCIMS Subscription through certain batch files, API’s or web services.     

1.7.  “iCIMS Materials” shall mean business partner logos, marketing materials, technical materials regarding the iCIMS Subscription, training materials, iCIMS customer and prospect lists and customer and prospect contact information, and other information of iCIMS or of third parties including Confidential Information.

1.8.  “iCIMS Property” shall mean, collectively, iCIMS Subscription, iCIMS Software, iCIMS Materials, and the Confidential Information of iCIMS, as well as all materials created by iCIMS, including but not limited to documentation, designs, and/or specifications with respect to any integration, any other proprietary materials, data or information of iCIMS or its subsidiaries.

1.9.  “iCIMS Subscription” shall mean the provision of services by iCIMS to an iCIMS subscriber pursuant to a subscription agreement between them, including the provision of the iCIMS Software.

1.10.  “iCIMS Software” shall mean the proprietary software included in the iCIMS Subscription including the iCIMS Web Services.

1.11.   “iCIMS Web Services” shall mean the ability for iCIMS Subscription to integrate with Developer Software through certain batch files, API’s or web services.

1.12.  “Include” and variations thereof shall mean “include without limitation” and “including without limitation.”

1.13.  “Integration” shall mean an integration between iCIMS Subscription and Developer Services via iCIMS Web Services and Developer Web Services as described in the Technical Annex.

1.14.  “Intellectual Property Rights” shall mean any and all right, title, and interest, including patent applications, patents, copyrights, moral rights, database rights, trademarks, service marks, or trade secrets, and any and all other intellectual property or proprietary rights recognized or enforceable under the intellectual property rights of any country in the world.

1.15.  “Losses” shall mean all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).

1.16.  “Subscriber Data” shall mean the electronic data or information submitted by iCIMS's subscribers to the iCIMS Subscription or to the Developer Services, as the case may be.

2. INTEGRATION ARRANGEMENT

2.1.  Changes. We may revise and update the terms of these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Developer Site thereafter.

 Your continued use of the Developer Site following the posting of revised terms means that you accept and agree to the changes. You are expected to check this page each time you access this Developer Site so you are aware of any changes, as they are binding on you.

 We reserve the right to withdraw or amend this Developer Site, and any service or material we provide on the Developer Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Developer Site is unavailable at any time or for any period. No representation or warranty is made or implied concerning, and iCIMS assumes no responsibility for, the accuracy, completeness, reliability or comparability of the information contained herein. Any use of the Developer Site or the information contained therein, or any reliance you place on such information, is therefore strictly at your sole risk. From time to time, we may restrict access to some parts of the Developer Site, or the entire Developer Site, to users, including registered users. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance.

2.2.  Relationship. These Terms of Use are non-exclusive and either Party may enter into similar relationships with other third parties.

 

2.3.  Obligation. You are responsible for:

 To access the Developer Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Developer Site that all the information you provide on the Developer Site is correct, current and complete. You agree that all information you provide to register with this Developer Site or otherwise, including but not limited to through the use of any interactive features on the Developer Site, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Developer Site or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

 We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

 

2.4.  iCIMS Marks. During the Term, Developer will obtain iCIMS’s written consent for any use of iCIMS Materials used as marketing and promotional materials in connection with these Terms of Use other than as provided for in the then current Program Guide.  iCIMS shall have the right to object to and thereby prohibit the use of its Materials on or in any materials at any time in its sole discretion.  For clarity, Developer agrees and acknowledges that other than as explicitly provided herein or otherwise in writing between the parties, Developer obtains no right to promote Developer or the Integration as representing any endorsement or approval by iCIMS of the Integration or the Developer’s services due to having agreed to these Terms of Use or otherwise.

 

2.5.User Contributions.

2.5.1.  The Developer Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Developer Site.

2.5.2.  All User Contributions must comply with the Content Standards (defined below) set out in these Terms of Use.

2.5.3.  Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Developer Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. You agree your disclosure is unsolicited and without restriction and does not place us under any obligation.

2.5.4.  You represent and warrant that:

    • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and [our affiliates and service providers, and each of their and] our [respective] licensees, successors and assigns.
    • All of your User Contributions do and will comply with these Terms of Use.
    • You understand and acknowledge that you are responsible for any User Contributions you post, and you, not iCIMS, have fully responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
    • We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Developer Site.

 

2.6.  Content Standards. These content standards (the “Content Standards”) apply to any and all User Contributions and use of the Developer Site. User Contributions must in their entirety comply with all applicable federal, state, local, and foreign laws and regulations. Without limiting the foregoing, User Contributions must not:

    • Making all arrangements necessary for you to have access to the Developer Site.
    • Ensuring that all persons who access the Developer Site through your internet connection are aware of these Terms of Use and comply with them.
    • Treating other Developer Site users with courtesy and respect.
      • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
      • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
      • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
      • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
      • Be likely to deceive any person.
      • Promote any illegal activity, or advocate, promote or assist any unlawful act.
      • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
      • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
      • Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
      • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

3. OWNERSHIP AND INTELLECTUAL PROPERTY

3.1.  Confidential Information. Each Party acknowledges that during the performance of their obligations subject to these Terms of Use it will have access to Confidential Information. Receiving Party agrees to maintain, and shall cause its subscribers, users, employees, agents and subcontractors (as applicable) to maintain the confidentiality of the Confidential Information.  Receiving Party shall take commercially reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to protect Confidential Information.

 

3.2.  Limited Grant-Back.  Subject to the terms and conditions of these Terms of Use, each Party hereby grants to the other Party a revocable, non-exclusive, non-transferable, non-sublicensable right and license to use the other Party’s Materials solely for use by the Party’s employees, agents, and consultants to: (i) develop, maintain, and support the Integration, and (ii) become knowledgeable about the other Party’s Web Services, including in order to assist mutual subscribers (if applicable).

 

3.3.  Limited Use & Non-Disclosure. Receiving Party shall use the Confidential Information solely in connection with these Terms of Use.  Receiving Party shall not disclose, directly or indirectly, any Confidential Information to third parties except to receiving Party’s and its affiliates’ officers, directors, employees, consultants, and agents on a need-to-know basis, provided such parties have executed appropriate written agreements sufficient to enable it to comply with all the provisions of these Terms of Use.  Receiving Party may also disclose Confidential Information in accordance with judicial or other governmental order, provided receiving Party shall give disclosing Party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.

 

3.4.  Ownership. Developer or its licensors own all right, title, and interest to Developer’s Property, and iCIMS or its licensors own all right, title, and interest to iCIMS’s Property.

 

3.5.  Data Privacy. Developer shall notify all of Developer’s applicable subscribers that their Subscriber Data will be transmitted outside Developer Services, where applicable. Developer is responsible for the privacy, security or integrity of the Integration. Developer represents and warrants that to the extent the Developer Services stores, processes or transmits Subscriber Data, neither Developer nor Developer Services will, without appropriate prior subscriber consent or except to the extent required by applicable law, (1) modify the content of Subscriber Data in a manner that adversely affects the integrity of that Subscriber Data, (2) disclose Subscriber Data to any third party, or (3) use Subscriber Data for any purpose other than providing application functionality to users of the Integration and/or Developer Services. 

 

3.6.  Security Breaches. If Developer knows or has reason to believe that any unauthorized access to or disclosure of iCIMS’s Confidential Information has occurred the Developer shall use commercially reasonable efforts to immediately notify iCIMS (within no more than six (6) hours) of such unauthorized access or disclosure.  The Developer shall provide the proposed next steps to resolve the breach as well as taking the necessary steps to resolve or address the matter.  Developer shall provide iCIMS the final root cause analysis and resolution within one (1) week of resolution. 

 

3.7.  Restrictions.  Any rights not expressly granted by a Party are reserved by such Party, and all implied licenses are disclaimed.  Each Party shall not exceed the scope of the licenses granted.  Each Party shall not reverse engineer, decompile, translate, adapt or disassemble, or in any way attempt to reconstruct or discover any source code of any Confidential Information (including the Web Services or the iCIMS Subscription) by any means whatsoever.  Each Party shall not remove any proprietary trademark or copyright markings incorporated in, marked on or affixed to any Confidential Information by the other Party or its licensors.  Each Party agrees to notify the other Party immediately of any unauthorized use of any Confidential Information it becomes aware of.

4. WARRANTIES & COVENANTS

4.1.  Standards and Purpose.  Developer represents and warrants that its performance of its obligations subject to these Terms of Use shall (i) be provided without material defect in material or workmanship, and consistent with or exceeding generally accepted industry practices and procedures, and (ii) be provided or performed through the use of reasonable care and in a timely, professional, and workmanlike manner.

 

4.2.  Compliance With Laws.  Developer represents and warrants that its performance of its obligations subject to these Terms of Use shall comply with all state, federal, and international laws and regulations applicable to Developer. Developer shall comply with all U.S. or other export and re-export restrictions that may apply to software (including the Web Services or the iCIMS Subscription), technology, and/or services.

 

4.3.  Data Security. During the performance of its obligations subject to these Terms of Use, Developer represents and warrants that it will take commercially reasonable security precautions that in any event are no less rigorous those applicable to iCIMS in iCIMS’s Data Security & Privacy Policy incorporated herein by reference and available at www.icims.com/gc, the “Data Security & Privacy Policy.”

 

4.4.  Ownership and Non-Infringement. Developer represents and warrants that (i) its performance of its obligations subject to these Terms of Use does not and will not infringe or violate any Intellectual Property Rights of third parties, (ii) Developer is the sole and exclusive owner of all Developer Property used in the performance of its obligations subject to these Terms of Use, and (iii) Developer has all rights necessary to grant the iCIMS the rights set forth in these Terms of Use.

 

4.5.  No Virus.  Developer represents and warrants that it will use commercially available software to attempt to detect and prevent any Developer Property from containing any time bomb, worm, virus, lock, drop-dead device, or other similar component of software or electronically stored information that is intended in any manner to (i) damage, destroy, alter, or adversely affect the operation of software, hardware or a service in connection with which any of the Developer Property are used, or (ii) reveal, damage, or alter any iCIMS Property, or any technology of iCIMS’ subscribers.

 

4.6.  Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OF USE, ICIMS MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-INFRINGEMENT, OR INTERFERENCE.  IF ANY OF THE EXCLUSIONS SET FORTH IN THIS SECTION IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THEN ALL IMPLIED WARRANTIES AND CONDITIONS SHALL BE LIMITED IN DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE EFFECTIVE DATE, AND NO WARRANTIES OR CONDITIONS SHALL APPLY AFTER THAT PERIOD.

5. INDEMNIFICATION

5.1.  Indemnity.  Developer agrees to indemnify, defend and hold harmless iCIMS, its affiliates and their officers, directors, employees, agents, successors, and assigns, from any Losses related to, arising from, or in connection with any third party claim related to, arising from, or in connection with (i) the actual or alleged breach by Developer of these Terms of Use, (ii) the Integration and/or Developer Software infringing a third party’s Intellectual Property Rights, (iii) Developer’s use or access to the Developer Site, and/or (iv) Developer's performance of its obligations set forth in these Terms of Use.

 

5.2.  No Damages.  IN NO EVENT WILL iCIMS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE DEVELOPER SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE DEVELOPER SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE DEVELOPER SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

 THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

6. GENERAL

6.1.  Equitable Relief. Each Party acknowledges and agrees that violation of Article 3 (Ownership & Intellectual Property) may cause the other Party irreparable injury not compensable by money damages alone for which the non-breaching Party will not have an adequate remedy at law. Accordingly, the non-breaching Party may seek injunctive or other equitable relief (without posting a bond) to enforce such provisions or to prevent or curtail any breach thereof, threatened or actual. The foregoing shall be in addition to and without prejudice to or limitation on any other rights either Party may have under these Terms of Use, at law or in equity.

 

6.2.  Governing Law and Arbitration.  These Terms of Use shall be governed exclusively by the internal laws of the State of New York, without regard to its conflicts of laws rules. Each party hereby consents to the exclusive jurisdiction of the state and federal courts located in New Jersey to adjudicate any dispute arising out of or relating to these Terms of Use. The Parties shall promptly negotiate in good faith to resolve all disputes arising hereunder.  At iCIMS's sole discretion, it may require you to submit any disputes arising from these Terms of Use or your use or access of the Developer Site, including disputes arising from or concerning interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law in Holmdel, New Jersey. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OR ACCESS OF THE DEVELOPER SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

 

6.3.  Waiver and Severability.  No waiver by iCIMS of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of iCIMS to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

 If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms of Use will continue in full force and effect.

 

6.4.  Relationship of Parties.  Both Parties agree that they are independent entities.  Nothing in these Terms of Use shall be construed to create an employment, partnership, joint venture, fiduciary, or agency relationship between the Parties. 

 

6.5.  Entire Agreement. Except as expressly stated in these Terms of Use, these Terms of Use constitute the entire agreement between the Parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning their subject matter. No modification, amendment, or waiver of any provision of these Terms of Use shall be effective unless it is by an update to these Terms of Use that we make available on this website, or is in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted.

     

    Your Comments and Concerns

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