IN ACCORDANCE WITH THE TERMS OF THE ONLINE TERMS AND CONDITIONS, Subscriber can avail of the advertising services provided by Glyde. The following terms will apply in addition to those outlined within the GLYDE Online Terms and Conditions.
- Appointment as Agency of Record
Subscriber appoints Agency as an “Agency of Record” to provide recruitment advertising services to Subscriber. - Scope of Services
Agency will provide Subscriber with recruitment advertising services as described in Schedule 1. Should Subscriber request Agency to perform additional services beyond what is provided in Schedule 1, Agency and Subscriber will negotiate with respect to the terms, conditions, and compensation for such additional services. - Ownership
All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Work Product”) produced by Agency are the property of Subscriber provided: (1) such Work Product is accepted in writing by Subscriber within twelve (12) months of being proposed by Agency; and (2) Subscriber pays all fees and costs associated with creating and, where applicable, producing such Work Product.
Notwithstanding the preceding, it is understood that the Agency may occasionally license materials from third parties for inclusion in Work Product. In such circumstances, ownership of such licensed materials remains with the licensor after the license term. In such instances, Subscriber agrees that it remains bound by the terms of such licenses. The agency will keep Subscriber informed of any such limitations. - Term
The term of this Agreement shall commence on the date of the Agreement and shall continue until terminated by either party upon sixty (60) days prior written notice (“Notice Period”). During the Notice Period, the Agency’s rights, duties, and responsibilities shall continue. Upon termination, the Agency will transfer and assign to Subscriber: (1) all Work Product in Agency’s possession or control belonging to Subscriber, subject, however, to any rights of third parties; and (2) all contracts with third parties, including advertising media or others, upon release of Agency by Subscriber and any such third party from any further obligations in connection with such contracts. - Compensation and Billing Procedure
Agency shall bill Subscriber at the published or negotiated rates, as applicable, for all media purchased by Agency for Subscriber. If media publishers grant no agency commission on such media purchases or a commission under 15%, a fee of 15% of the media cost will be added, or an amount such that in all cases Agency commission is a minimum of 15%. Subscriber recognizes that publishers bill Agency for the media value of Subscriber orders on 30-day terms, Agency relies on payment by Subscriber to pay and maintain its reputation with the media publishers, and it is not reasonable for Subscriber to expect Agency to fund a cash flow gap between publishers and Subscriber; accordingly, all media invoices will be payable by Subscriber within 30 days. - Confidentiality and Safeguard of Property
Subscriber and Agency respectively agree to keep in confidence and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, Companies, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in possession of either party prior to disclosure. Agency and Subscriber will take reasonable precautions to safeguard the property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Agency nor Subscriber will be responsible for any loss or damage. - Indemnities:
- Agency agrees to indemnify and hold Subscriber harmless with respect to any claims or actions by third parties against Subscriber based upon material prepared by Agency, involving any claim for libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright, except where any such claim or action arises out of material supplied by Subscriber to Agency whether modified by Agency or not.
- Subscriber agrees to indemnify and hold Agency harmless with respect to any claims or actions by third parties against Agency based upon materials furnished by Subscriber whether modified by Agency or not or where material created by Agency is substantially changed by Subscriber. Information or data obtained by Agency from Subscriber to substantiate claims made in advertising shall be deemed to be “materials furnished by Subscriber.”
- Commitments to Third Parties
All purchases of media, production costs, and engagement of talent will be subject to Subscriber’s prior approval. Subscriber reserves the right to cancel any such authorization, whereupon Agency will take all appropriate steps to effect such cancellation, provided that Subscriber will hold Agency harmless with respect to any costs incurred by Agency as a result. For all media purchased by Agency on Subscriber’s behalf, Subscriber acknowledges and agrees that it is still ultimately responsible for financial commitments made in any contract on Subscriber’s behalf. - Amendments
Agency and Subscriber must sign any amendments to this Agreement in writing. - Notices
Any notice shall be deemed given on the day of mailing or, if notice is by email, on the next day following the day notice is emailed. - Governing Law
This Agreement shall be interpreted in accordance with the laws of the State of Delaware without regard to its principles of conflicts of laws. Jurisdiction and venue shall be solely within the State of Delaware. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect. - Where conflict arises between the clauses of this addendum and the Online Terms and Conditions, the clause(s) within the Online Terms and Conditions will supercede any clause within this addendum
Schedule 1
Scope of services & responsibilities
- Agency will analyze, plan, create, post/distribute, optimize and update recruitment marketing campaigns for Subscriber across:
- Job Board publishers (duration and performance based) e.g. Indeed, ZipReruiter, Talroo etc
- Social media publishers e.g. Meta, Twitter
- Agency will provide Subscriber with monthly reporting on activity and costs by individual publisher in Agency’s standard format. Additional reporting (e.g. aggregated reporting across multiple publishers) is available upon request as an additional service; specification/pricing is to be agreed upon between Subscriber and Agency.
- Where publishers provide specific links to Subscriber’s advertising, Agency can make such links available to Subscriber, however Subscriber understands that if publishers do not provide such links then Agency can not provide Subscriber access to individual adverts on those publishers, because the serving of such adverts is controlled by the publisher’s software based on factors such as location, demographics and media consumption behavior, active dates and budget.
- Subscriber will provide Agency with the collateral needed for Agency to execute media campaigns e.g. logos, images, videos in the specific size and format variations requested . If Subscriber would like additional collateral to be created by Agency, this will be scoped/priced in advance on a project by project basis at reasonable commercial rates.
- Where Subscriber requests recruitment ads on social media platforms, Subscriber will provide Agency with the necessary access to Subscriber’s social media accounts to enable Agency to create, publish, edit and report on recruitment adverts in these social media accounts. Where Subscriber does not have an account on a social media platform, or requires a different account for recruitment advertising, Agency will create an account on such platforms onSubscriber’s behalf, or use Agency’s own accounts.
- Subscriber will appoint Agency as ‘Agency of Record’ for all job board publishers where Glyde Inc. places media orders on behalf of Subscriber in order that Agency can manage and report on all Subscriber’s media spend and activity with that job board publisher, and Agency will support Subscriber in any account update required with those job board publishers. Where required by a job board publisher and requested by Agency, Subscriber will confirm Agency’s ‘Agency of Record’ status in writing to the job board publisher.
- Subscriber grants Agency reasonable discretion to modify and adapt the wording of job titles and job descriptions provided by Subscriber for the purposes of optimizing recruitment ad performance and applicant response. Such modifications may include abbreviating lengthy titles, highlighting key skills and responsibilities, using common alternate titles, and other reasonable adaptations deemed beneficial by Agency based on their expertise and experience.
- In order for Agency to identify and analyze publisher source effectiveness and to use that information to best optimize campaigns for Subscriber:
- Subscriber will provide Agency with, or facilitate Agency to have access to, relevant publisher source tracking information for:
- Completed applications within Subscriber Applicant Tracking System (“ATS”).
- Subscriber will facilitate Agency to have access to their ATS via relevant APIs.
- any services above which require labor and not already specifically described in the work product will be billed to the Subscriber at the Agency’s standard rates
Pricing
Media Buying:
- Publishers with Commission (e.g. Job Boards): See (5) in Agreement
- Publishers without Commision (e.g. social media): See (5) in Agreement
- Manual Job Posting: Craigslist – Per Advert : $20/post + CL Fees
Social Media – Per Advert: $25/post