"Site" OR "Website"
means peerbrief.com and the referral platform and API that the site is built upon.
means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term.
means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service that enable you to communicate with the public or with a private group.
means all information provided by you or us ("Discloser") to the other ("Receiver"), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
means a single customer, prospect, lead, or other individual (other than a User) whose Contact Information is stored by you in the Subscription Service.
means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors to your portal on the Subscription Service or uploaded by you to the Subscription Service.
means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
means all information that you submit or collect via the Subscription Service. Customer Data does not include Enrichment Data.
means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.
means the data we make available to you as part of the Subscription Service, including data you may provide to us. Enrichment Data may include information about Users, such as social media handles, avatars, and alternate email address, that we obtain from public or third party sources.
means anyone who is a user of the Site, whether you have signed up or not, Talent, Referrer or Employer, Employees, representatives, consultants, contractors or agents
means those types of Users (defined below) for which we charge you fees as set forth on our Pricing Page.
means any content that is uploaded to the Website, whether this be text, image, video or audio.
means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data.
means any person or persons that are looking for a job using the Website or have been referred for a job.
means any person or persons that is using the Website to recommend talent to an Employer for a job as advertised on the PeerBrief Website.
means any person or company that has advertised or offered a job through the PeerBrief Website.
means 60% of the full Referral fee which is set by the Employer upon creation of a job ad.
means the amount you pay for the Subscription Service.
means our Site applications, tools and platform that you have subscribed to by an Order Form or that we otherwise make available to you, and developed, operated, and maintained by us, accessible via http://peerbrief.com, http://app.peerbrief.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
means the Initial Subscription Term and all Renewal Subscription Terms.
"Order Form" or "Order"
means the PeerBrief approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Professional Services. Most Orders are completed through our online subscription process or via in-app purchase. The purchase form may be referred to as a "Statement of Work" if you are purchasing only Professional Services.
means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver's license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.
You may purchase Professional Services through an agreed Order Form or Statement of Work. Fees for these Professional Services are in addition to your Subscription Fee. If you purchase Professional Services that recur, they will be considered part of your subscription and will renew in accordance with the 'Renewal Subscription Term' section below. Unless specifically stipulated in an agreed Order Form or Statement of Work, all Professional Services may be performed remotely.
For Professional Services performed on-site, you will reimburse us our reasonable cost for all expenses incurred in connection with the delivery of onsite Professional Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.
If there are a specific number of hours included in the Professional Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the "Expiration Period"). If there are deliverables included in the Professional Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the "Delivery Period"). If the Professional Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Professional Services will be deemed to be complete at the end of the Delivery Period. If the Professional Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Professional Services.
We might provide some or all elements of the Professional Services through third party service providers. Professional Services are non-cancellable and all fees for Professional Services are non-refundable.
We may offer educational seminars or workshops through the PeerBrief Academy. The descriptions of these educational seminars and certifications, and the terms and conditions that apply to your participation, are available by contacting firstname.lastname@example.org. By participating in a PeerBrief Academy educational seminar or workshop, you agree to abide by the applicable terms and conditions that are made available to you by your PeerBrief representative employee.
This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Professional Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the PeerBrief Content, the Subscription Service, or the Professional Services in whole or in part, by any means, except as expressly authorized in writing by us. Our trademarks may not be used without our prior written permission. All Content included on the Site, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of PeerBrief, our affiliates or other relevant third parties. By continuing to use the Site you acknowledge that such material is protected by applicable United Kingdom and International intellectual property and other relevant laws.
If we make Enrichment Data available to you, then you may only use that Enrichment Data in connection with your use of the Subscription Service. Enrichment Data may be made available to you based on Customer Data, but we will not use your Customer Data to enrich data for other parties. The Enrichment Data we provide may be provided from or through third party service providers or public sources.
We encourage all customers to comment on the Subscription Service or Professional Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.
In the event you are in breach of these Terms and Conditions or cause them to be breached or infringe PeerBrief’s intellectual property rights you agree we would have just cause to seek relief and restraint of your conduct through a Court Order or other appropriate Instrument or method.
In consideration of your use of the Site and the PeerBrief Service, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; and (c) maintain and promptly update the Registration Data, and any other information you provide to PeerBrief, to keep it accurate, current and complete. We endeavour to use reasonable security measures to protect against unauthorised access to your account. You agree to immediately notify PeerBrief of any unauthorised use or your account, or any other breach of security at email@example.com and you accept all risks of unauthorized access to the Site, the Registration Data and any other information you provide to PeerBrief.
Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and PeerBrief.
PeerBrief may run advertisements and promotions from third parties on the Site or may otherwise provide information about or links to third-party products or services on the Site. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and such third party. PeerBrief is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-PeerBrief advertisers or third party information on the Site.
You acknowledge that: (i) your access to and use of the Site and/or the provision of the PeerBrief Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Site and/or the Service for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we are entitled, without any liability to you, to suspend access to any portion or all of the Site and/or the Service at any time (a) for scheduled downtime to permit us to conduct maintenance or make modifications to the Site and/or the Service; (b) in the event of a denial of Service attack or other attack on the Site or other event that we determine, in our sole discretion, that a risk to the Service, to you or to any of our other users may be created if the Service were not suspended; or (c) in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Interruptions”). No Liability. PeerBrief shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Interruption. Notice of Interruption. To the extent we are able, we will endeavour to post updates on the Site, and through other means (e.g. Twitter or our blog) regarding any Service Interruption and resumption of Service following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.
You agree to defend, indemnify and hold harmless PeerBrief, its independent contractors, service providers and consultants, and their respective shareholders, officers directors, employees and agents (collectively, the “Indemnified Parties”), from and against any and all claims, suits (actual or threatened), damages, losses, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) suffered, incurred or sustained by any of the Indemnified Parties or to which any of the Indemnified Parties become subject at any time, arising out of or related to (i) any job openings, referrals or other User Content you post, store or otherwise transmit on or through the Site.
Either party may terminate this Agreement for cause: (i) upon thirty (30) days' notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
We may suspend your access to all or any part of the Subscription Service upon ten (10) days' notice to you of non-payment of any amount past due. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
If your use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and PeerBrief Content, and if we request, you will provide us written confirmation that you have discontinued all use of Enrichment Data (unless, of course, you have a source other than the Subscription Service for such Enrichment Data.) If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the portal, we may charge a re-activation fee. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Your physical address determines which HubSpot entity you are contracting with for the Subscription and Consulting Services. For this Agreement, "located in" means your shipping or physical address.
If you are located in Australia or New Zealand, then you are contracting with PeerBrief Australia Pty Ltd and this Agreement is governed by the laws of the state of New South Wales, Australia without reference to conflicts of law principles.
Peerbrief displays currencies to the user as set by them within their profile. Peerbrief establishes the exchange rate using data from one or more third parties.
When Peerbrief generates an invoice the currency is converted at that point using Xero's official exchange rate. Payments to Referrers are based on this value only.
Any display of a currency value on the Site or Website is for information purposes only and conversion will take place upon generation of an invoice or a payment.
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Except for actions for nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
We will comply with the Law of England and Wales in our provision of the Subscription Service, the Professional Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Professional Services, including any applicable export laws. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Professional Services to prohibited countries or individuals or permit use of the Subscription Service or Professional Services by prohibited countries or individuals.
If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.
To PeerBrief UK Ltd.: Ground Floor, Pavillion View, 19 New Road, Brighton East Sussex BN1 1UF.
To PeerBrief Australia Pty Ltd.: Level 2, Suite 201, 21 Oxford Street, Darlinghurst, NSW 2010, Australia
To you: your address as provided in our PeerBrief Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement is a contract for the provision of services and not a contract for the sale of goods. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement. If you are located inside the territory of the United States you agree the provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control, but only as to that Order Form or Statement of Work.
PeerBrief reserves the right to change the Site, its Content or these Terms and Conditions at any time. You will be bound by any changes to the Terms and Conditions from the first time you use the Site following the changes. If PeerBrief is required to make any changes to Terms and Conditions by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.
These Terms and Conditions and the relationship between you and PeerBrief shall be governed by and construed in accordance with the Law of England and Wales and PeerBrief and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.
Questions or comments about the Site may be directed to PeerBrief at the email address firstname.lastname@example.org.