PeerBrief Terms & Conditions


Last Updated: May 5, 2016

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR THE PEERBRIEF SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

These terms of use ("Terms of Use") apply solely to your access to, and use of, the PeerBrief.com website (the "Site") and any related sub-domains, and the services provided through the Site or PeerBrief’s proprietary API (the "PeerBrief Service" or "Service(s)"). These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with PeerBrief for products, Services or otherwise. If you are using the Site or the Service on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity's behalf, and that such entity agrees to indemnify you and PeerBrief for violations of these Terms of Use. Amendments to the Terms of Use; PeerBrief reserves the right to change or modify any of the terms and conditions contained in the Terms of Use or any policy or guideline of the Site, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site and a prominent notice, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this Site following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review the Terms of Use and applicable policies from time-to-time to understand the terms and conditions that apply to your access and use of the Site and the Service. If you do not agree to or cannot comply with the amended terms, you must stop using the Site. If you have any question regarding the use of the Site or the PeerBrief Service, they should be directed to info@peerbrief.com.

Definitions

  • "Site" OR "Website"

    means peerbrief.com and the referral platform and API that the site is built upon.

  • "Agreement"

    means these Terms of Use and all materials referred or linked to in here.

  • "Billing Period"

    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.

  • "Communication Services"

    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.

  • "Confidential Information"

    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.

  • "Contact"

    means a single customer, prospect, lead, or other individual (other than a User) whose Contact Information is stored by you in the Subscription Service.

  • "Contact Information"

    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.

  • "Professional Services"

    means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

  • "Customer Data"

    means all information that you submit or collect via the Subscription Service. Customer Data does not include Enrichment Data.

  • "Customer Materials"

    means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

  • "Enrichment Data"

    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.

  • "Users"

    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

  • "Billable Users"

    means those types of Users (defined below) for which we charge you fees as set forth on our Pricing Page.

  • "User Content"

    means any content that is uploaded to the Website, whether this be text, image, video or audio.

  • "PeerBrief Content"

    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.

  • "Talent"

    means any person or persons that are looking for a job using the Website or have been referred for a job.

  • "Referrer"

    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.

  • "Employer"

    means any person or company that has advertised or offered a job through the PeerBrief Website.

  • "Referrer Fees"

    means 60% of the full Referral fee which is set by the Employer upon creation of a job ad.

  • "Subscription Fee"

    means the amount you pay for the Subscription Service.

  • "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.

  • "Subscription Term"

    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.

  • "Pricing Page"

  • "Sensitive Information"

    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.

  1. Privacy Policy

    Please refer to our Privacy Policy for information on how PeerBrief collects, uses and discloses personally identifiable information from its users. Your use of the Site and the Service is subject to the terms of the Privacy Policy which is incorporated by reference and made a part of the Terms of Use. It is important that you read and understand the terms of our Privacy Policy.

  2. The Subscription Service

    1. Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement.
    2. Limits. The limits that apply to you will be specified in your Order Form, this Agreement or on our Pricing Page. You will be charged fees associated with all Billable Users and Referrer Fees. If we make modifications to the limits and pricing set forth on the Pricing Page that would negatively impact you, these modifications will not apply to you until the start of your next Renewal Subscription Term. On renewal, the current product limits and pricing on our Pricing Page will apply to your subscription, unless you and we otherwise agree.
    3. Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.
    4. Additional Features. You may subscribe to additional features of the Subscription Service by agreeing to a new Order Form.
  3. Free Services

    1. Applicability. In the event of a conflict between the terms set forth in any of the other sections within the Terms of Use and the terms set forth in this 'Free Services' section, the terms in this 'Free Services' section will control with respect to your use of the Free Services.
    2. Additional Definitions. "Free Services" means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.
    3. Limits. Notwithstanding anything to the contrary in this Agreement, limits may apply to our Free Services, regardless of whether these limits are specified as set forth in Section 2.2 of the 'Terms of Use (above) or other sections of the 'Terms of Use''. These limits may be specified only within the Free Services. We may change the limits that apply to your use of our Free Services any time in our sole discretion without notice to you, regardless of whether or not these Free Services are used in conjunction with other products or services for which you pay us a fee. In order to use our Free Services, you must be 18 years of age or older.
    4. Free Services. If you use our Free Services, we will make the Free Services available to you free of charge until earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription.
    5. Free Trial. If you register for a trial of the Free Services, we will make the Free Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not earlier terminated) or (b) the start date of your paid subscription. If we include additional terms and conditions on the trial registration web page, those will apply as well. Unless you purchase a subscription to the applicable Free Services before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it.
  4. Customer Support

    1. Support. Various methods of Support is included in your Subscription Fee dependant on the Limits specified in your Order Form, this Agreement or on our Pricing Page. Where relevant Phone support is available 9AM to 5PM AEST and 9AM to 5PM GMT, Monday through Friday, excluding Australian and UK national holidays. We accept Online support questions 24 Hours per Day x 7 Days per Week at https://peerbrief.zendesk.com. Online responses are provided during phone support hours only (as listed above). We attempt to respond to online support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time unless stipulated in a separate SLA agreement under Enterprise contracts.
    2. Availability. We make all reasonable effort to maintain Subscription Service availability 24 hours a day, 7 days a week, except for planned down-time for maintenance.
  5. Professional Services

    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.

  6. PeerBrief Academy

    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 sales@peerbrief.com. 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.

  7. Fees and Payments

    1. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you (i) exceed your Maximum number of users; or other applicable limits (see Section 2.2) above), (ii) upgrade products or base packages, or (iii) subscribe to additional features or products, including additional users. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term, except as provided below under 'Fee Adjustments During a Billing Period'. You may not downgrade your subscription during the Subscription Term and in order to avoid additional charges, you should purchase the appropriate tier of Subscription Service for your anticipated needs. We will monitor or audit remotely the number of Billable Users in the Subscription Service. If you subscribe to our Basic, Pro or Enterprise products, this information is also available to you on your Billing Page in your PeerBrief portal at (https://app.peerbrief.com/employers/billing)
    2. Fee Adjustments in Next Billing Period. If you exceed your Maximum Users in a Billing Period, then your Subscription Fee will increase at the beginning of the next Billing Period up to correct price (as set forth on our Pricing Page). This process will continue for each Billing Period during the Subscription Term. We determine the number of Billable Users in the Subscription Service. At your request, we will provide you with the detail we used to reach our conclusion. Once increased, your Subscription Fee can decrease if there is a subsequent reduction in the number of Billable Users.
    3. Fee Adjustments During a Billing Period. The Subscription Fee will not increase during the course of a Billing Period if you exceed your User Limit in a Billing Period.
    4. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
    5. Payment against invoice. If you are paying by invoice, we will invoice you on the first Wednesday of the Initial Subscription Term and each subsequent Billing Period, and other time during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
    6. Payment of non Billable User Referrer Fees. Employers will be invoiced once the Offer Accepted status has been selected and have 14 day payment terms from this date. Employers will be invoiced the total Referral Fee set out when they posted the Job Brief. PeerBrief will then pay the non-Billable User Referrer and PeerBrief Fees. All Referral fees are non-refundable. Referrer Fees are 60% inclusive of the total Referral Fee which is set by the Employer upon creation of the Job Brief.
    7. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your PeerBrief portal. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable throughout the Subscription Term. If you are a PeerBrief partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
    8. In termination. If PeerBrief terminates your user account because you have breached the Terms of Use, you will be still obligated to pay the open invoices, and you will not be entitled to any payment.
    9. Late payments. Late payments to PeerBrief shall bear interest at a rate equal to four percent above the base rate of HSBC Bank or the highest rate permitted by law in case this is higher. Failure to pay the applicable fees or charges when due, may result in a terminated account.
    10. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Professional Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
    11. Taxation Law. If you are an Australian citizen and subject to Australian taxation laws you confirm as a Referrer User of the PeerBrief Platform that you are not using the platform as an Enterprise and are therefore not subject to GST. You agree that you are using the PeerBrief Platform as a private recreational pursuit or in a private or domestic nature. Should you be using the PeerBrief Platform in any other jurisdiction you agree to abide by the taxation laws of that jurisdiction.
  8. Subscription Term and Renewal

    1. Initial Subscription Term. The initial subscription term shall begin on the effective date of your subscription and expire at the end of the period selected during the subscription process or stipulated on your Order Form ("Initial Subscription Term")
    2. Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the shorter of the Initial Subscription Term or one year ("Renewal Subscription Term"). Written notice of non-renewal must be sent no more than ninety (90) days but no less than forty-five (45) days in advance of the end of the Subscription Term, unless otherwise set forth in your Order Form. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing available on our Pricing Page. See the 'Limits' section above for the applicability of product usage limits on renewal. Should you decide not to renew, you may send the notice of non-renewal by email to accounts@peerbrief.com.
    3. End of Subscription Term. The Subscription Term will end on the expiration date and cannot be canceled before its expiration.
  9. PeerBrief Proprietary Rights

    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.

  10. Injunctive Relief

    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.

  11. Use of communication facilities

    1. When using the enquiry form, communication facilities or any other system on the Site you should do so in accordance with the following rules:
      1. You must not use obscene or vulgar language;
      2. You must not submit Content that is unlawful or otherwise objectionable. This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
      3. You must not submit Content that is intended to promote or incite violence;
      4. It is advised that submissions are made using the PeerBrief language(s) as we may be unable to respond to enquiries submitted in any other languages;
      5. The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;
      6. You must not impersonate other people, particularly employees and representatives of PeerBrief or our affiliates; and
      7. You must not use our system for unauthorised mass-communication such as “spam” or “junk mail”.
    2. You acknowledge that PeerBrief reserves the right to monitor any and all communications made to us or using our system.
    3. You acknowledge that PeerBrief may retain copies of any and all communications made to us or using our system.
    4. You acknowledge that any information you send to us through our system or post on the system may be modified by us in any way and you hereby waive your moral right to be identified as the author of such information. Any restrictions you may wish to place upon our use of such information must be communicated to us in advance and we reserve the right to reject such terms and associated information.
  12. Registration Data; Account Security

    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 info@peerbrief.com and you accept all risks of unauthorized access to the Site, the Registration Data and any other information you provide to PeerBrief.

  13. Hyperlinks

    1. This Site may contain links to other sites. Unless expressly stated, these sites are not under the control of PeerBrief or that of our affiliates. We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Site does not imply any endorsement of the sites themselves or of those in control of them.
    2. Those wishing to place a link to this Site on other websites may do so only to the home page of the site PeerBrief.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of PeerBrief. To find out more please contact us by email at info@peerbrief.com.
  14. Third Party Content

    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.

  15. Advertisements and Promotions; Third-Party Products and Services

    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.

  16. User Content Areas

    1. The Site includes screens in which you or other users create, post or store job postings, descriptions, messages, comments, materials, data, information, text, music, sound, photos, video, graphics, applications, code, materials or other items or content on the Site ("User Content"). You are solely responsible for the User Content you post and for your use and you do so at your own risk. By using the Site, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:
      1. User Content that is false, misleading, unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
      2. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, state, national or international law, including, without limitation, any laws applicable to job postings and referrals and to employment or employment referral services;
      3. User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
      4. User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
      5. Unsolicited promotions, political campaigning, advertising or solicitations; Personal information of any third party that is sensitive, including, without limitation, Social Security numbers and credit card numbers;
      6. Viruses, corrupted data or other harmful, disruptive or destructive files; or User Content that, in the sole judgment of PeerBrief, is objectionable or which restricts or inhibits any other person from using or enjoying the site, or which may expose PeerBrief or its users to any harm or liability of any type.
    2. In addition, you agree not to:
      1. Use the Site in any unlawful manner or in a manner that violates the rights of others, the Terms of Use or any local, provincial, state, national or international law or regulation;
      2. Use the Site in any manner that could disrupt, damage, disable, overburden, impair or affect the performance of the Site or interfere with or attempt to interfere with any other user's use of the Site;
      3. Harvest or collect email addresses or other contact information of other users from the Site by electronic or other means, use the Site to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications or use the Site for any reasons unrelated to the purpose of the Site;
      4. Impersonate any person or entity or misrepresent your age, identify or affiliation with a person or entity;
      5. Solicit passwords or personally identifying information for commercial or unlawful purposes;
      6. Engage in any harassing, intimidating, predatory or stalking conduct;
    3. In addition, if you are an employer:
      1. Post any job openings that are not legal, current or accurate or that you do not intend to fill within 60 days of the posting date;
      2. Circumvent or attempt to circumvent PeerBrief by contacting candidates that you have identified via the Site other than through the Site;
      3. You may only create accounts, post jobs and act on behalf of your current employer and by doing so confirm you have the expression permission of your employer to carry out any and all actions taken by you on the PeerBrief platform. You may not represent any company other than your employer without express written permission granted by a PeerBrief executive and the Employer you wish to represent.
    4. In addition, if you are a candidate:
      1. Post any information about yourself that is not current or accurate;
      2. Circumvent or attempt to circumvent PeerBrief by contacting employers that you have identified via the Site other than through the Site;
    5. In addition, if you wish to participate in a referral process:
      1. Recommend individuals you know would not be suitable for the positions posted by employers you connect them with; or
      2. Encourage or enable any other individual to do any of the foregoing.
  17. Limitation of Liability

    1. To the maximum extent permitted by law, PeerBrief accepts no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Site or any information contained therein. Users should be aware that they use the Site and its Content entirely at their own risk and understand and accept that PeerBrief uses all reasonable endeavours to ensure the Site operates properly at all times but we make no warranties as to the availability or accessibility of the Site or any features of the Site and we reserve the right to alter any part of the Site at any time and to deactivate or cancel the Site at any time and for any reason.
    2. Nothing in these Terms and Conditions excludes or restricts PeerBrief’s liability for death or personal injury resulting from any proven gross negligence or fraud on the part of PeerBrief.
    3. Nothing in these Terms and Conditions excludes or restricts PeerBrief’s liability for any direct or indirect loss or damage arising out of the proven incorrect provision of Service or out of reliance on proven incorrect information included on the Site.
    4. Whilst every effort has been made to ensure that these Terms and Conditions adhere strictly with the relevant provisions of the Unfair Contract Terms Act 1977, in the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions. This Term shall apply only within jurisdictions where a particular term is unlawful, invalid or unenforceable.
  18. Service Interruptions

    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.

  19. Indemnification

    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.

  20. Disclaimer

    1. PeerBrief makes no warranty or representation that the Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate.
    2. We make no guarantee of any specific results from the use of our Service or Services.
    3. No part of this Site is intended to constitute advice and the Content of this Site should not be relied upon when making any decisions or taking any action of any kind.
    4. No part of this Site is intended to constitute a contractual offer capable of acceptance.
    5. Whilst PeerBrief uses reasonable endeavours to ensure that the Site is secure and free of errors, viruses and other malware, all Users are advised to take responsibility for their own security, that of their personal details and their computers.
    6. The Job postings and other materials on this site are provided on an “as is” basis without warranties expressed or implied and PeerBrief disclaims all other warranties express or implied.
  21. Termination, Suspension and Expiration; Cancellation of Your Account

    1. Termination.

      PeerBrief may terminate your account immediately (i) in the event of breach or violation of the Terms of Use by you or (ii) as set forth in the section 20 "Disclaimer" above).

    2. Termination for Cause.

      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.

    3. Suspension for Prohibited Acts.

      We may suspend any User's access to the Subscription Service for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the PeerBrief Communications service that results in a breach of Terms of Use, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

    4. Suspension for Non-Payment.

      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.

    5. Suspension for Present Harm.

      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.

    6. Effect of Termination or Expiration.

      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.

    7. Retrieval of Customer Data.

      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.

  22. General

    1. Amendment; No Waiver.

      We may update and change any part or all of these Terms of Use, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges won't change during the Subscription Term except as we explain in the 'Fees and Payments' section above.) If we update or change these Terms of Use, the updated Terms of Use will be posted at https://peerbrief.com/info/termsAndConditions/ and we will let you know through the PeerBrief portal, or via email. The updated Terms of Use will become effective and binding on the next business day after it is posted. When we change these Terms of Use, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms of Use periodically.

      If you do not agree with a modification to the Terms of Use, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Terms of Use prior to modification for the remainder of your current term. Upon renewal, the Terms of Use published by us on our website will apply.

      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.

    2. Contracting Entity and Applicable Law.

      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.

      If you are located in a geographic region that does not fall into one of the designations described above, then you are contracting with PeerBrief UK Ltd and these Terms of Use 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.

    3. Foreign Currency.

      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.

    4. Force Majeure.

      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.

    5. Actions Permitted.

      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.

    6. Relationship of the Parties.

      You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

    7. Compliance with Laws.

      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.

    8. Severability.

      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.

    9. Notices.

      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.

    10. Entire Agreement.

      This Agreement (including each Order Form and Statement of Work), along with our Privacy Policy, is the entire agreement between us for the Subscription Service and Professional Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

    11. Assignment.

      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.

    12. No Third Party Beneficiaries.

      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.

    13. Contract for Services.

      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.

    14. Authority.

      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.

    15. Surviving Obligations.

      All provisions of the Terms of Use which by their nature should survive the termination of an agreement shall survive the termination of the Terms of Use, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability and indemnification. Termination of your access to and use of the Site and the Service shall not relieve you of any obligations arising or accruing prior to such expiration or termination or limit any liability which you otherwise may have to PeerBrief, including without limitation any indemnification obligations contained herein.

    16. Precedence.

      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.

  23. Changes to the Service and these Terms and Conditions

    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.

  24. Law and Jurisdiction

    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.

  25. Questions & Contact Information

    Questions or comments about the Site may be directed to PeerBrief at the email address info@peerbrief.com.