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Indeed Developer Agreement

Indeed developer agreement.

Indeed Developer Agreement

WHEREAS, Indeed offers various connections to facilitate interoperability between itself and your systems. These connections allow you to integrate with relevant Indeed Products including but not limited to job advertising, hiring, screening, sourcing and interviewing tools.

WHEREAS, you are a Platform Partner, an Agency or an Employer, owning or using Applications from which you desire to build an Integration between your Application and the Indeed Platform, whether through use of the Indeed APIs or otherwise, and to market the Integration to End Users; and

WHEREAS, Indeed may choose to provide you with access to the Indeed Developer Portal where you can be granted access to Indeed API documentation and API Keys, subject to your compliance with the terms and conditions of this Agreement; and

WHEREAS, the Parties agree that this Agreement supersedes any Previous Agreement or section of a Previous Agreement between the Parties related to your access to Indeed APIs and these Previous Agreements or sections thereof are hereby replaced;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties intend to be legally bound by the following terms:

1. Access to and use of Indeed APIs​

  1. License. While accessing the Indeed Developer Portal, Indeed may provide you with access to one or more APIs, a Sandbox (if available), as well as any accompanying Documentation and Guidelines. Subject to acceptance by you of the Documentation for the relevant Indeed API(s), Indeed may grant you a limited, non-exclusive, non-sublicensable (except as expressly set forth in this Agreement), non-assignable and non-transferable license to use one or more of Indeed APIs during the Term of this Agreement solely for the purpose of (i) developing an Integration for your business use by developing and using Integrations that interoperate with an Indeed API(s) or (ii) for the Parties to exchange information through Indeed API(s). Any license granted under this Agreement is subject to and conditioned on your compliance with all terms and conditions set forth in the Agreement, as well as the Documentation and Guidelines to be provided to you by Indeed from time to time. No implied license is granted. Indeed reserves all rights that are not expressly granted by this Agreement.

    Indeed may also offer you access to Plugins, you understand and accept that your access to these Plugins is subject to the Plugin terms as found on https://docs.indeed.com/legal-terms/plugin-terms.

  2. Monitoring. Indeed may process and analyze submitted data, including but not limited to, information and behavioral data in accordance with the Indeed Privacy Policy or Data Processing Addendum. Indeed reserves the right to monitor usage of the APIs to enforce limits, in its sole discretion. By using Indeed’s APIs you understand and agree to periodic audits of your usage. Indeed will request, and you agree to provide, your data usage metrics in order for Indeed to review. If Indeed, in its sole discretion, finds you have violated this Agreement, your use of Indeed’s APIs may be restricted or terminated. You agree that Indeed may monitor your and your End Users’ use of any APIs and may process and analyze submitted information and behavioral data in accordance with the Indeed Privacy Policy and Data Processing Addendum. This monitoring may include Indeed accessing and using your Application. You will not interfere with this monitoring. Indeed may use any technical means it deems necessary to overcome such interference. If you build an integration between your Application and the Indeed Platform for participating in Indeed PLUS, Indeed or its Affiliates may collect, process and analyze data pertaining to your Application including but not limited to, End User’s information, job information, application information and statistical report, in accordance with the Indeed Privacy Policy or Data Processing Addendum if applicable, for the purpose of providing, improving, developing and marketing of services and platforms of Indeed or its Affiliates including but not limited to Indeed PLUS.

  3. Modifications. Indeed may update, modify, limit or discontinue the APIs at any time and in Indeed’s sole discretion and without liability to you, and may require you to obtain and use the most recent version. You are required to update your Integration accordingly at your sole expense. You acknowledge that Indeed’s update to an API may adversely affect how your Integration communicates with the Indeed Platform or a mobile app, and you agree that Indeed will have no liability therefrom. Your use of an API after an update by Indeed constitutes acceptance of the update. Indeed reserves the right to develop products or services that are similar to, or may compete with, any Application or Integration.

  4. Indeed Products. Your use of an Indeed API or Application to access the Indeed Platform or any Indeed Product or Application is subject to the applicable Terms of Service for the relevant Indeed Product. You may develop an Integration that interoperates with an Indeed API for your internal business purposes or for the use of your End Users. When your Integration is made available to End Users, you agree to make available information to your End Users that their use of any Indeed Product is subject to the Indeed Terms of Service (https://indeed.com/legal) and any other required terms as provided in the Documentation. If End Users are redirected from your Integration or Application to the Indeed Platform, you will not interfere with this link, and if End Users access the Indeed Product directly from your Application or Integration, you require your End Users to accept and comply with such Terms of Service and any other required terms as provided in the Documentation. You agree that you will be responsible for your End Users’ use of the Integration. It is also your and your End Users’ responsibility to regularly review any Indeed Application or the Indeed Platform in order to obtain the most up-to-date information (including, but not limited to, explanations about how features work, disclaimers regarding the services provided, method for charging) about Indeed’s Products. By using an Integration via the APIs, rather than directly using the Indeed Platform or an Indeed Application, you agree to all information provided on the Indeed Platform or an Indeed Application. Use of an Integration via the APIs, rather than an End User navigating to Indeed Products or Services directly on the Indeed Platform or an Indeed Application, shall not excuse any lack of information or understanding about Indeed’s Products, where that information is otherwise provided on the Indeed Platform or an Indeed Application.

  5. Application. You agree to display any of your applicable and relevant terms of service and/or privacy policy to the Integration End Users.

2. Access to API Key and Verification​

  1. Sandbox and API Keys. Indeed may provide you with access to one or more API Key(s) and may require that you use a password, key or other security device to access an API Key. Instructions for obtaining an API Key are included in the applicable Documentation. Use of the API Key constitutes your acceptance of the Documentation for said API. You are responsible for all access to and use of the APIs under your API Key. You agree to maintain the confidentiality and security of your API Key, and to not share it with any third party without prior Indeed’s written permission to do so. You shall use the API Key only in compliance with these API Terms and Documentation. If you engage a third party to perform any of the work related to the Integration, you shall (i) require that such third party is bound by terms no less protective of Indeed as this Agreement and (ii) be responsible and indemnify Indeed for such third party actions or omissions. You will not misrepresent or mask either your identity or your Application or Integration’s identity. The decision to grant you API access or access to an API Key is entirely in Indeed’s sole discretion. Indeed may restrict or terminate your API access or API Key at any time for any or no reason.

  2. Verification. Indeed must approve, in writing, any Integration, Application and any other use of Indeed APIs in advance of your first use of the Integration or Integration promotion, distribution, or making available for End User access and prior to you launching any material modification(s) to a previously approved version of the Integration. Indeed will make reasonable efforts to respond to verification requests. Indeed does not guarantee any particular time frame for a response to verification requests. Indeed may reject any Integration, Application and your use of Indeed API for any or no reason.

3. Use Restrictions and Security​

  1. API Use Restrictions. You shall not use or modify the APIs, Indeed Applications, Indeed’s Marks or End User content and data for any purposes beyond the purpose of the license granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, you shall not, directly or indirectly, through the API, Applications, Integrations or otherwise, at any time, and shall not permit others to: (i) copy, duplicate, modify or create derivative works of the APIs, Indeed Applications, Indeed Platform or Indeed Marks, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the APIs, Indeed Applications, Indeed Marks or User Content and data without Indeed’s written consent; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software or source code component of the APIs, Indeed Applications, Indeed Marks or End User or Jobseeker content and data, in whole or in part; (iv) remove any proprietary notices from the APIs, Indeed Applications, Indeed Marks or End User or Jobseeker content and data; (v) use the APIs, Indeed Applications, Indeed Marks or End User or Jobseeker content and data in any manner or for any purpose that is different than the purpose of your Integration as approved by Indeed for that use and in any manner that infringes, misappropriates or otherwise violates any intellectual property right or other right of any person or that violates any applicable law; (vi) combine or integrate the APIs, Indeed Applications, with any software, technology, services or materials not authorized by Indeed; (vii) design or permit the Applications or Integrations to disable, override or otherwise interfere with any Indeed-implemented communications to End Users or Jobseekers, consent screens, user settings, alerts, warning or the like; (viii) use the APIs or any of the Applications or Integrations to replicate or attempt to replace the user experience of the Indeed Applications outside of the purpose of the Integration or otherwise without Indeed’s written consent; (ix) attempt to cloak or conceal your identity or the identity of the Applications or Integrations and under no circumstances impersonate or act as Indeed on any Indeed Platform (which shall include bidding on Indeed’s names or trademarks in any search engine marketing advertising platform), including, but not limited to, on third party sites when requesting authorization to use the APIs; (x) block or circumvent any limits on or updates to the APIs or Applications or Integrations access imposed by Indeed; (xi) scrape, build databases or otherwise create permanent copies of any content of End Users or Jobseekers, except as required for the purpose of the Integration or as expressly permitted by the Documentation; (xii) generate algorithmic queries or calls to the Indeed API or Application or your Integration to replace human input; (xiii) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the APIs or Indeed Applications; (xiv) bypass or breach any security device or protection used for or contained in the APIs, Indeed Applications or Documentation; (xv) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any Indeed Marks or any trademarks, Terms of the Documentation, warranties, disclaimers or intellectual property rights, proprietary rights or other symbols, notices or marks on or relating to any copy of the APIs, Applications or Documentation; (xvi) use the APIs or Indeed Applications for purposes of: (A) benchmarking or competitive analysis of the Indeed Products; (B) developing, using or providing a competing product or service; (C) performance testing of Indeed Integration or Products or (D) any other purpose that is to Indeed’s detriment or commercial disadvantage; or (xvii) use the APIs, Indeed Marks, Indeed Applications or Documentation other than for the permitted and approved by Indeed use or in any manner or for any purpose, application or Integration not expressly permitted by this Agreement which includes making calls to the API that are not expressly permitted in the Documentation and retrieving more information than as a minimum required through a call; (xviii) use any domains or Applications in relation to the Integration, API or Indeed Applications that are not owned by you or that you do not have the legal right to use; (xix) use insecure browsers or URLs in relation to the Integration, API or Indeed Applications; or (xx) use Indeed API or Applications to identify, exploit or publicly disclose any potential security vulnerabilities. Use of the APIs, Applications and Indeed Marks and access to the Indeed Platform through the APIs, Integrations and Applications shall additionally be subject to the Terms of Service. You shall not modify any Terms of Service notices, copyright notices, proprietary legends, any Indeed Marks, trademark and service mark attributions, any patent markings or other indicia of ownership on the materials accessed through the APIs, Integrations or Applications. Indeed shall have the right to set and enforce limits on your use of the APIs or Applications in its sole discretion. You agree to, and will not attempt to circumvent, such limitations. Any desired use of the APIs, Integration or Applications beyond such limits must be accompanied by Indeed’s express written permission.

  2. Communication. You agree that you will not: (i) send unsolicited communication to End Users or third parties through any Indeed APIs, Indeed Platform or Indeed Products and (ii) send communication on Indeed’s behalf unless agreed by Indeed in writing. If the user experience of Indeed PLUS is affected by an outage or degradation of any functionality of Indeed Products or your Application, you agree to follow requests from, and cooperate with, Indeed in all reasonable and lawful efforts to redress such outage or degradation and communicate with users of Indeed PLUS.

  3. Security Measures. The Indeed Platform, APIs and Applications may contain technological measures designed to prevent unauthorized or illegal use of the Indeed properties. You acknowledge and agree that: (i) Indeed may use these and other lawful measures to verify your compliance with the terms of this Agreement and enforce Indeed’s rights, including all intellectual property rights in and to the Indeed Applications, Indeed API and Platform; (ii) Indeed may deny anyone access to and/or use of the Indeed Platform, APIs or Applications; and (iii) Indeed and its representatives may collect, maintain, process, and use diagnostic, technical, usage, and related information, including information about your computers, systems and software, that Indeed may gather in the course of providing the APIs, Indeed Applications or Indeed Platform. This information will be treated in accordance with the Indeed Terms of Service and Privacy Policy; and (iv) you shall employ no less than industry-standard best practices with regard to protecting access to Indeed APIs and Indeed Confidential Information, and shall maintain data security and disaster avoidance policies and procedures designed to safeguard Indeed APIs, data and Indeed Confidential Information.

  4. Security Standards. You shall maintain security practices that: (i) include adequate and appropriate administrative, physical and technical safeguards, including underlying operating system and network security controls and, (ii) are designed to meet or exceed industry-standard best practices and, (iii) comply with Indeed’s information security policies to the extent disclosed in writing to you. Such security practices shall include without limitation: (i) continuous monitoring for security threats and security incidents and, (ii) use of firewalls and real-time intrusion detection systems, encryption and other secure technologies to collect, store and/or transmit Indeed data and, (iii) application of physical security procedures, including security guards, and regular monitoring of all areas in which Indeed data is stored or Indeed APIs or Applications accessed and, (iv) restriction on access to Indeed APIs and Applications, and copying of Indeed data on a “need-to-know” basis and only at authorized locations and, (v) performance of background checks on your personnel with access to Indeed APIs, Applications or data and, (vi) ensuring regular monitoring of password procedures used to gain access to Indeed APIs, Applications or data and, (vii) application of VPN and dual-factor authentication for your corporate systems and, (viii) having in place system(s) to restore the availability and access to Personal Data in a timely manner in the event of a physical or technical incident.

  5. Security Records and Audit. During the Term and for five (5) years thereafter, you shall: (i) maintain complete and accurate records relating to your data protection practices and the security of and access to your Integrations, Indeed APIs, Applications, data and Confidential Information, including any backup, disaster recovery or other policies, practices or procedures and, (ii) upon Indeed’s request, make all such records, appropriate personnel and relevant materials available during normal business hours for inspection and audit by Indeed and/or its designee(s). Indeed shall give you at least fifteen (15) days prior notice of any audit, undertake audits no more than once per calendar year (or more frequently for a good cause shown), and conduct any audit in a manner designed to minimize disruption of your normal business operations. The foregoing limitations shall not apply to any audit in connection with the unauthorized disclosure of or access to Indeed APIs, Applications, data or Confidential Information.

  6. Data Breaches. You must immediately report any suspected or actual security or data breach (as defined under applicable laws) involving the Integrations, Indeed APIs, Applications, data or Confidential info. You shall promptly take all necessary corrective actions and shall cooperate with Indeed in all reasonable and lawful efforts to prevent, mitigate, or rectify a data breach. You shall also provide Indeed reasonable access to the related reports and documentation needed to understand the cause of the security or data breach. Except as prohibited by applicable law, the content of any filings, communications, notices, press releases or reports related to data breaches related to Indeed must be prepared in cooperation with Indeed before any publication or communication thereof.

  7. Indeed Vulnerability Reward Program. You acknowledge and agree that Indeed offers a Vulnerability Rewards Program open to the public and your use of Indeed APIs, Applications, Indeed Platform, data or your Integration may be subject to this program in accordance with Indeed Vulnerability Rewards Program terms available at www.indeed.com/legal.

  8. Harmful Code. You shall not transmit to Indeed or upload to or through the Integrations any Harmful Code, or use or misappropriate the Integrations for your own commercial gain or any other reason. Indeed reserves the right to use a variety of methods to detect, block and screen the above anomalous activity and to prevent abuse such as spam or fraud. Such measures may result in a temporary or permanent suspension or termination of your access to the Indeed APIs, Applications or your Integrations, or of your use of any other functions of the Indeed APIs, Applications or your Integrations, with or without notice. Indeed shall not be responsible or liable for any such suspension or termination, including any consequences thereof. Indeed reserves the right to delete any message from you with an .ade, .adp, .bat, .chm, .cmd, .com, .cpl, .exe, .hta, .ins, .isp, .jar, .jse, .lib, .lnk, .mde, .msc, .msp, .mst, .pif, .scr, .sct, .shb, .sys, .vb, .vbe, .vbs, .vxd, .wsc, .wsf, .wsh, or .zip attachment for any or no reason.

4. Term and Termination​

  1. Term. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until the earlier of (i) one (1) year from the Effective Date, or (ii) terminated as provided herein. This Agreement will automatically renew for successive one (1) year term unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Term.

  2. Termination. Indeed may immediately terminate this Agreement, any rights granted herein, and your licenses under this Agreement, revoking access to the APIs, Indeed Applications or Indeed Marks, in Indeed’s sole discretion at any time and for any or no reason. You may terminate this Agreement for convenience for any or no reason upon sixty (60) days prior written notice to Indeed.

  3. Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.

5. Intellectual Property​

  1. Ownership and Feedback. You understand and acknowledge that Indeed or its Affiliates, or its or their licensors, own all right title and interest to the Existing Proprietary Rights such as to APIs, the Indeed Platform, and Indeed Applications, products, services and all proprietary rights associated therewith. Indeed reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, or other indicia of ownership on the materials accessed through the APIs, other than your User Content. If you provide feedback or suggestions about Indeed property, then we may use such information without obligation to you. Insofar as you create any new materials subject to proprietary rights, you will own the New Proprietary Rights in such products insofar and to the extent that those products do not contain any elements subject to Existing Proprietary Rights belonging to Indeed, which will belong to Indeed.

  2. Marks License Grant. Each Party grants the other Party, its Affiliates, and sublicensees a non- exclusive, non-transferable, non-sublicensable, royalty-free, worldwide right and license for the duration of this Agreement to use the Party’s Marks to (i) display Marks solely in connection with the use of the approved Integration; or (ii) in connection with any marketing materials, communications or actions by the Party to promote or publicize the subject of this Agreement. Any other use of Party’s Marks shall be subject to prior written approval and may be withdrawn at any time without reason. Each Party will retain all right, title and interest in and to their respective Marks worldwide, including any goodwill associated therewith, subject to the limited rights granted to the other Party hereunder, and all goodwill associated with the use of Marks by either Party shall inure to the benefit of the respective owner of such Marks. Notwithstanding the foregoing, it is understood and agreed by you that the trademark license granted hereunder by Indeed shall only extend to the Indeed name and logo, and any and all use by you of the Indeed Marks shall comply with this Agreement, the Indeed Trademark Use Guidelines, and any usage guidelines that Indeed may specify at any time. Indeed furthermore reserves the right to revoke your license to use the Indeed Marks at any time in its sole and absolute discretion. You agree that you shall not, directly or indirectly, take, omit to take, or permit any action which will or may dilute the Indeed Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Indeed Marks or Indeed.

  3. Independent Development. You shall not use your access to Indeed APIs or Applications to substantially replicate Indeed Products, including, without limitation, functionalities offered by Indeed to End Users or Jobseekers as part of Indeed Products or through third-party platforms (such as iOS or Android) where Indeed offers Indeed Products or functionalities to End Users or Jobseekers. Subject to the preceding sentence and the Parties’ other rights and obligations under this Agreement, each Party agrees that the other Party may develop and publish applications that are similar to or otherwise compete with such Party’s applications. Your Applications or Integrations may not use or access the API or a Service in order to monitor the availability, performance, or functionality of any of the API or Indeed Products or for any similar benchmarking purposes. The terms of this Agreement shall not be construed to limit either Party’s right to independently develop or acquire products or businesses without use of or reference to any Confidential Information provided or disclosed by the other Party, and this Agreement shall not preclude either Party from negotiating or entering into agreements with third parties with respect to the subject matters of this Agreement. Indeed shall have the right to develop or cause to be developed products, concepts, systems or techniques that are similar to or compete with your products, concepts, systems or techniques provided that Indeed shall not use any of your Confidential Information that it learned in the course of this Agreement.

6. Confidentiality​

  1. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party Confidential Information about its business affairs, products, prices, technology, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media. Confidential Information does not include information that, at the time of disclosure, is in the public domain. Neither Party shall disclose the other Party’s Confidential Information to any person or entity, except to persons who have a need to know the Confidential Information for the Party to exercise its rights or perform its obligations hereunder. Except as set forth herein, Indeed owns all intellectual property or proprietary rights in any jurisdiction, including any and all applications, renewals, extensions and restorations thereof, in Indeed’s Confidential Information. You agree that you will not use Indeed’s Confidential Information in any way, for your own benefit or the benefit of any third party, except as permitted by, or as required to implement this Agreement, nor disclose to any third party any of Indeed’s Confidential Information. You shall take all precautions to protect the confidentiality of Indeed’s Confidential Information with at least the degree of care you use to protect your own Confidential Information and in no event less than a reasonable degree of care.

  2. Disclosure of Confidential Information. Notwithstanding the foregoing, you may disclose Confidential Information to the limited extent required in order to comply with a valid order of a court or other governmental body having jurisdiction, or as otherwise necessary to comply with applicable law provided that, if allowed by applicable law or court order, you shall first have given prompt written notice to Indeed, provide reasonable assistance to Indeed in opposing such disclosure or seeking a protective order or other limitations on disclosure, and not disclose any Confidential Information until Indeed has had an opportunity to challenge the request or seek confidential protection or obtain a protective order.

  3. Return of Confidential Information. On the expiration or termination of the Agreement, you shall promptly return to Indeed all copies, whether in written, electronic or other form or media, of Indeed’s Confidential Information, or destroy all such copies and certify in writing to Indeed that such Confidential Information has been destroyed.

7. Publicity​

  1. You represent and warrant that you will not: (i) knowingly and intentionally conduct your business with regard to the Integration in a manner which reflects negatively on the products, goodwill and reputation of Indeed; (ii) knowingly and intentionally engage in any marketing practices which are or might be detrimental to Indeed, its Marks, products, brand or reputation; (iii) knowingly and intentionally make any false, misleading or negative representations, warranties, or guarantees with regard to the Integration, Indeed, or the Indeed Service, and/or (iv) supply, use, distribute or display, in connection with the Integration or this Agreement any content created by you that is illegal, infringing, offensive or defamatory.

  2. You represent and warrant that you will not: (i) promote the Integration by means of unsolicited commercial e-mail. You represent and warrant that you shall comply with and maintain records of affirmative consent to receive marketing communications in jurisdictions where applicable laws require such opt-in.

8. End User Identity Verification​

  1. You shall verify the identity of your End Users by obtaining official identification documents or using other appropriate methods as applicable.

  2. If you are unable to verify your End User’s identity in accordance with Section 8.i, you shall not allow such End User to access the Indeed Platform or the Indeed Products or Applications or your Integrations.

  3. If Indeed determines that it is necessary to conduct an investigation in connection with the identity verification as described in Section 8.i, you shall cooperate with the investigation and submit any materials that Indeed deems necessary.

  4. If your End Users post a Job for their business in Japan or post a Job on the Japan site, prior to such End Users' access to the Indeed Platform or Indeed Products or Applications or your Integrations, you shall ensure that such End Users are not engaged in an anti-social force (a member of an organized crime group, a person who has ceased to be a member of an organized crime group for less than five years, quasi-members of an organized crime group, companies affiliated with organized crime groups, corporate racketeers, etc., thugs who claim to be social movements, special intelligence criminal groups, etc., and other persons equivalent to these) and that they do not engage in any illegal acts such as violent acts, fraudulent acts, intimidation, or obstruction of business.

9. Data Protection​

  1. The Parties acknowledge that each Party may provide or otherwise make available to the other Party Personal Data for the purposes of managing and providing the services under this Agreement and agree that:

    • a. each Party shall process all Personal Data transferred to it or collected or accessed by it for the purposes described in this Agreement in accordance with Applicable Data Protection Law;

    • b. to the extent that either Party processes Personal Data as a Controller in terms of Applicable Data Protection Law, for the purposes of this Agreement, that Party is an independent Controller of such Personal Data;

    • c. each Party shall process all such Personal Data transferred to it or collected or accessed by it (A) for the purposes described in this Agreement; and (B) as specified in that Party’s publicly available privacy policy or notice (see Indeed’s privacy policy at https://hrtechprivacy.com/brands/indeed#privacypolicy) or your privacy policy or notice; and/or (C) as may otherwise be permitted under Applicable Data Protection Law. In this respect, you shall adhere to the requirements of the Documentation;

    • d. to the extent that Indeed processes End User Personal Data, the Parties acknowledge and agree that such processing will be performed in accordance with the Data Processing Addendum available at https://www.indeed.com/legal and in any event in accordance with Applicable Data Protection Law.

  2. To the extent you process End User Personal Data, Indeed acknowledges and accepts that if you are processing on behalf of the End User, you are a Processor in respect of the Personal Data that may be exchanged between the Parties through the APIs(s) and that the Controller is each of your End Users who request the interface between your Application and the Indeed Platform. You will ensure there is an appropriate agreement in place which is compliant with Applicable Data Protection Law (including, without limitation, the requirements of Article 28 GDPR) to allow your processing of End User Personal Data that is transferred by you to Indeed for the purposes of services under this Agreement.

  3. The Parties acknowledge and agree that neither Party will independently access personal data (as defined by applicable Data Protection Law) as part of the services and both Parties will use commercially reasonable efforts to monitor and restrict such access to personal data. However, if it is determined that you have received personal data (as defined by applicable Data Protection Law) from Indeed that is not required to perform the services, you will notify Indeed and return or destroy such Personal Data (as instructed by Indeed), and Indeed shall take steps to promptly rectify the situation to prevent a recurrence. If it is agreed that you will process personal data (as defined in the applicable Data Protection Law) in connection with the services, the general responsibilities of the Parties (with respect to the nature and purpose of such access, security controls and protocols, international transfer of data, etc.) will be set out in and governed by the Data Protection Addendum available at Indeed API Data Protection Addendum (https://docs.indeed.com/legal-terms/additional-api-terms-and-guidelines#indeed-api-data-protection-addendum).

10. Insurance​

Required Coverage. During the term of the Agreement you shall, at your sole cost and expense, maintain in full force and effect adequate insurance to protect against incidents or claims arising out of your own activities or responsibilities assumed under this Agreement. The insurance required under this Agreement are minimum requirements and will not in any way restrict, serve to diminish or limit your indemnity or liability obligations found elsewhere in this Agreement.

11. Disclaimer and Limitation of Liability​

  1. Disclaimer of Warranty. Indeed assumes no responsibility and disclaims any and all liability for the accuracy, content, completeness, legality, reliability, operability or availability of information or material on or through any APIs, Indeed Platform, Documentation, Applications, Indeed Apps, Indeed Products. THE APIs, INDEED PLATFORM, DOCUMENTATION, APPLICATIONS, INDEED APPS, INDEED PRODUCTS ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. INDEED AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. INDEED AND ITS AFFILIATES, AND ITS AND THEIR THIRD- PARTY LICENSORS, DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE APIs AND DOCUMENTATION, AND ALL MATERIALS, INFORMATION, ADVICE, JOB LISTINGS, USER CONTENT, PRODUCTS AND SERVICES AVAILABLE ON OR THROUGH ANY APIs. INDEED AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH ANY APIs. INDEED AND ITS AFFILIATES, AND ITS AND THEIR THIRD-PARTY LICENSORS, DO NOT GUARANTEE THAT THE INDEED PLATFORM, APIs, DOCUMENTATION, AND ALL MATERIALS, INFORMATION, ADVICE, JOB LISTINGS, USER CONTENT, PRODUCTS AVAILABLE ON OR THROUGH ANY APIs WILL ALWAYS BE ERROR FREE, SAFE, OR SECURE. YOU UNDERSTAND AND AGREE THAT YOU ACCESS AND USE AN INDEED APIs AT YOUR OWN DISCRETION AND RISK. YOU UNDERSTAND AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY SUCH ACCESS OR USE. YOU UNDERSTAND AND AGREE THAT YOU CREATE AN APPLICATION AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR OR ANY OTHER PERSON’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR APPLICATION.

  2. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW: (i) NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND EXCEPT FOR AMOUNTS PAYABLE PURSUANT TO THE CONFIDENTIALITY SECTION ABOVE AND THE INDEMNIFICATION SECTION HEREUNDER AND FOR ANY BREACH BY YOU OF THE ACCESS TO AND USE OF INDEED APIs SECTION (ii) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT IS LIMITED TO 50,000.00 USD (FIFTY THOUSAND US DOLLARS).

12. Indemnification​

Indemnity obligation. You shall indemnify, defend and hold harmless Indeed, its officers, directors, employees, agents, Affiliates, successors and licensors from any and all losses, damages, liabilities, claims (including direct and third party claims), cause of actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind (including without limitation reasonable legal fees) arising out of: (i) your use of APIs(s), Indeed Platform, Indeed Apps, Indeed Marks, Indeed products or services; (ii) your infringement or violation of intellectual property rights on account of any action, omission of action, service, technology or content performed or provided by you; (iii) your or your End Users’ use of your Application or Integration; (iv) your Content, your Application or Integration; (v) your breach of this Agreement or applicable laws (including Applicable Data Protection Law); and (vi) any gross negligence or willful misconduct performed by you. Indeed reserves the right, at Indeed’s option and in Indeed’s sole discretion, to assume full control of the defense of claims with legal counsel of Indeed’s choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Indeed or bind Indeed in any manner, without Indeed’s prior written consent.

13. Payment​

Payments under this Agreement. Any payments under this Agreement shall be listed in the Documentation or mutually agreed in writing between the Parties.

14. Miscellaneous​

  1. Entire Agreement. This Agreement, together with the Terms of Service located at https://www.indeed.com/legal and the Documentation constitute the sole and entire agreement of the Parties with respect to the subject matters of this Agreement and supersede all prior and contemporaneous understandings, agreements and representations and warranties, both written and oral, with respect to such subject matters.

  2. Notices. All notices and other communications hereunder to Indeed must be either (a) in writing by a recognized overnight courier and addressed to Indeed at the address set forth on the first page of this Agreement, Attn. Legal Department or (b) to such other address or e-mail address that may be designated by Indeed in the Documentation or otherwise. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from Indeed. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to this Agreement. You agree that any notices, agreements, disclosures or other communications that Indeed sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

  3. Amendment and Modification. You acknowledge and agree that Indeed has the right, in its sole discretion, to amend or modify this Agreement. You will be notified of amendments or modifications through notifications or posts on the Indeed Developer Portal or Indeed Platform or direct email communication from Indeed and you are responsible for reviewing and becoming familiar with any such modifications. Your use of the APIs, Applications or Integrations after notice that this Agreement has been amended or modified shall be deemed an acceptance of the amended or modified terms of this Agreement.

  4. Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof or affect the right to require performance at any time thereafter, (ii) no single or partial exercise of any right, remedy, power or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege, and (iii) no waiver of a breach of any provision hereof be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. All remedies afforded under this Agreement shall be taken and construed as cumulative and not in derogation of each other.

  5. Relationship. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have the right, power or authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed to in writing. You shall be solely responsible for all costs or expenses that you may incur in the performance of its activities under this Agreement.

  6. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or will confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  7. Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

  8. Governing Law and Jurisdiction. This Agreement and any dispute arising out of or in connection with this Agreement will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the Federative Republic of Brazil, if you are located in Brazil; the laws of the Republic of India, if you are located in India; the laws of Japan, if you are located in Japan; the laws of the State of Texas, U.S.A., if you are located in the United States; the laws of the Republic of Singapore, if you are located in the Asia-Pacific Region (as defined below); or the laws of the Republic of Ireland, if you are located elsewhere, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such dispute shall be filed only in courts located in: São Paulo, state of São Paulo, Brazil if you are located in Brazil; Bangalore, state of Karnataka, India if you are located in India; Tokyo, Japan if you are located in Japan; Travis County, Texas, U.S.A., if you are located in the United States; The Republic of Singapore, if you are located in the Asia-Pacific Region (as defined below), or Dublin, Ireland, if you are located elsewhere.

  9. Assignment. You may not, directly or indirectly, assign, delegate or transfer this Agreement in whole or in part, whether voluntarily, involuntarily, by operation of law, or otherwise, without Indeed’s written consent (which will not be unreasonably withheld), except that no such consent will be required in connection with an assignment to one or more of your subsidiaries or Affiliates. Any attempt to assign this Agreement other than as permitted above will be null and void.

  10. Export Regulation. The APIs, Applications or your Integrations may be subject to US and other export and re-export control laws and regulations, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the APIs Applications or your Integrations to, or make the APIs, Applications or your Integrations accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall notify Indeed in writing and comply with all applicable laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the APIs, Applications or your Integrations available outside the jurisdiction the APIs Applications or your Integrations were originally made available to you by Indeed.

  11. US Government Rights. To the extent you are a U.S. government agency, the API, Applications or Documentation may be considered a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the API, Applications and Documentation as are granted to all other end users under license, in accordance with (i) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (ii) 48 C.F.R. § 12.212, with respect to all other US government licensees and their contractors.

  12. Force Majeure. Indeed shall not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay arises out of or is caused by, directly or indirectly, or results from acts or circumstances beyond Indeed’s control, including, without limitation, the following force majeure events: (a) acts of God or natural catastrophes or forces; (b) flood, fire, storm, earthquake, epidemics, explosion or other similar events; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, other civil unrest, military disturbances or sabotage; (d) government order, law or regulation; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; (i) breakdown, interruptions, loss or malfunctions of utilities, communications, computers (software and hardware, and including, but not limited to, computer viruses), or telephone communication services; (j) power or other mechanical failures or shortage; (k) loss of data due to power failures or mechanical difficulties with information storage or retrieval systems; (l) diseases, epidemics, pandemics, quarantines or equivalent and (n) other events beyond the control of Indeed.

  13. Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of any of your obligations under this Agreement would cause Indeed irreparable harm for which monetary damages would not be an adequate remedy and agree that, in the event of such breach or threatened breach, Indeed will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

  14. Headings. The headings set forth in this Agreement are for convenience and reference of the Parties, and in no way define, limit or describe the scope or intent of this Agreement and are to be given no legal effect.

  15. Counterparts. This Agreement is deemed executed in counterparts upon your signature below and a copy of it downloaded from Indeed Platform or electronic signature platform by you and by Indeed is deemed an original.

15. Definitions​

Agency

a media agency using Indeed Platform for its clients.

Agreement

this Agreement between the Parties, including Documentation.

Affiliate

any legal entity that a Party controls, controls it, or with which it is under common control. Control means to own or control, directly or indirectly, over 50% of voting shares.

API/s

Indeed Application Programming Interfaces, including but not limited to XML, required for the implementation of the Integration.

API Key

security keys, IDs, secrets, or access tokens Indeed makes available to you to access Indeed APIs as required for the Integration.

Applicable Data Protection Law/s

all applicable laws (including the GDPR), regulations, and other legal requirements relating to (i) privacy, data security, consumer protection, marketing, promotion, text messaging, email, and other communications; and (ii) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of Personal Data.

Application

either party’s existing applications or platform(s).

Asia-Pacific Region

for the purposes of this Agreement, the Asia-Pacific Region is defined as the following countries and territories: American Samoa, Antarctica, Australia, Bangladesh, Bhutan, Brunei, Cambodia, China, Christmas Island, Cocos Islands, Cook Islands, East Timor, Fiji, French Polynesia, French Southern Territories, Guam, Heard Island and McDonald Islands, Hong Kong, Indonesia, Kiribati, Laos, Macao, Malaysia, Maldives, Marshall Islands, Micronesia, Mongolia, Myanmar, Nauru, Nepal, New Caledonia, New Zealand, Niue, Norfolk Island, Northern Mariana Islands, Pakistan, Palau, Papua New Guinea, Philippines, Pitcairn, Samoa, Singapore, Solomon Islands, South Georgia and the South Sandwich Islands, South Korea, Sri Lanka, Taiwan, Thailand, Tokelau, Tonga, Tuvalu, Vanuatu, Vietnam, Wallis and Futuna.

Confidential Information

any information about the disclosing Party's business activities that is proprietary and confidential, which shall include all business, financial, technical, statistics, traffic trends and other information of a Party marked or designated by such Party as "confidential" or "proprietary," or information which, by the nature of the circumstances surrounding the disclosure, the receiving Party ought to recognize as confidential. Indeed Confidential Information includes, but is not limited to, the APIs, Documentation, APIs Key, Indeed Marks, Indeed Applications, click-through rates, performance statistics, advertising rates, revenue share rates and all information related thereto.

Controller, Processor and Process (and its derivatives)

have the meanings given in the GDPR, except where Applicable Data Protection Law gives meaning different from the GDPR, in which case such meaning shall prevail.

Content

any content provided or created by you and transmitted to Indeed Platform through the Integration. Content includes, but is not limited to, job content, contact information.

Data Processing Addendum

an addendum for the purpose of Indeed processing your and End Users Personal Data, available at http://www.indeed.com/legal#dpa.

Documentation

documents specific to each type of Integration, provided by Indeed to you to guide your development and maintenance of the Integration, Application and your use of the Indeed API/s.

Employer

an individual employer using Indeed Platform for its hiring needs.

End User

an entity that the Integration(s) created under this Agreement are marketed to, such as an Employer client (or you if you build or use the Integration for your own use).

End User Personal Data

personal data that you, or someone acting on your behalf or authority, provide or otherwise make available to Indeed as part of or through the use of Indeed Products that are expressly made subject to the Data Processing Addendum.

Existing Proprietary Rights

proprietary rights already owned by Indeed or developed by Indeed outside the scope of this Agreement.

GDPR

means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Guidelines

any guidelines and requirements provided by Indeed, including after the launch of your Integration, for the purpose of keeping Integration in good working order.

Harmful Code

any software (sometimes referred to as “viruses,” “worms,” “Trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.

Indeed Developer Portal

Indeed’s website directed at developers who wish to access Indeed APIs.

Jobseeker

a person using Indeed Products to, for example, search and apply for jobs.

Indeed Platform

Indeed website which includes Indeed.com together with the global domains in other jurisdictions and all websites owned by Indeed and its Affiliates, including but not limited to SimplyHired, Resume.com and Glassdoor.

Indeed PLUS

Indeed PLUS shall mean and include Indeed’s Product that is intended to allow (a) Employers to post and sponsor jobs on the Indeed Platform and other applicant tracking systems, (b) Indeed to display and distribute such jobs to the Indeed Platform, other job boards and their related features and (c) job seekers to apply to those jobs.

Indeed Privacy Policy

Indeed’s policy on collection, use and disclosure the Personal and Non-Personal Data available at https://hrtechprivacy.com/brands/indeed#privacypolicy.

Indeed Product

any Indeed product or service made available by Indeed to anyone using Indeed Platform (regardless of whether it is provided for a fee or not).

Integration

working connection between your Application and Indeed API/s that allows for the exchange of information as described and permitted under the Documentation.

Marks

a Party’s name, trademarks, service marks, trade names and logos.

New Proprietary Rights

proprietary rights independently developed by you in connection with this Agreement, without any elements that are subject to Existing Proprietary Rights belonging to Indeed.

Personal Data

any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. This definition shall adjust as necessary to include data defined as "Personal Information", "Personally Identifiable Information", and similar terms under Applicable Data Protection Laws.

Platform Partner

a provider of a platform that may be integrated with Indeed for the purpose of Platform Partner’s clients use of Indeed Products through the Integration.

Plugin(s)

tools provided by Indeed that you may place on your website, or Application.

Previous Agreements

any agreement or section of an agreement executed by the Parties prior to the Effective Date of this Agreement related to your access to Indeed APIs or for the purpose of integration with Indeed Platform.

Sandbox

test environment to build and test the Integration developed by you.

Term

the term of this Agreement, including renewal term.

Terms of Service

Indeed’s terms and conditions applicable to anyone using Indeed Platform, available at https://indeed.com/legal.

Trademark Use Guidelines

guidelines on the use of Indeed Marks provided from time to time by Indeed to you.

User Content

any content created by your End Users that you did not provide to Indeed.

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