Master Service Agreement
Updated April 28, 2025
This MASTER SERVICE AGREEMENT (the “Agreement”) governs use of the service (“Service”) offered by Visage, Inc. (“Visage”) that is identified on one or more ordering documents executed by the parties that reference this Agreement (“Order Form(s)”). Specific business terms associated with subscription to the Service will be set forth on the Order Form. This Agreement is a legally binding contract between the customer listed in the Order Form (“Customer”) and Visage and is effective as long as any Order Form remains in effect. This Agreement governs all Order Forms; any conflicting or additional terms, conditions, or obligations are of no force or effect unless agreed to in a writing signed by the parties. In the event of any conflict between the terms of an Order Form and the terms of this Agreement, the Order Form shall control.
- Scope.
1.1 Access to the Service. On the Subscription Start Date (as defined and stated in the applicable Order Form) and subject to the terms and conditions contained herein, Visage shall provide the Service to Customer. In addition, Customer may designate certain individuals (“Users”) to use and have access to the online, hosted dashboard portion of the Service and the associated generally published technical documentation for the Service (“Documentation”) provided such use and access is for Customer’s own internal business operations (and not for the benefit of a third party). For the avoidance of doubt, this Agreement only permits Customer to access and use the dashboard portion of the Service (“Dashboard”); Customer will not receive or have access to a copy of the code or software that underlies the Service or receive a copy of the Service itself.
1.2 Postings. If the Order Form indicates that the Service is the Crowd Service, then Customer’s primary use of the Service will be to post employment or other opportunities to the Service (“Posting”). Customer may only post the number of Postings specified in the relevant Order Form (if applicable). Once a Posting is submitted to the Service, such Posting will count towards Customer’s allotted Postings for the period, regardless of whether Customer cancels or no longer requires such Posting. Postings may only be edited prior to such Posting being submitted to Visage’s recruiting community. Postings must conform to any requirements stated on the relevant form (within the Service) that Customer will fill out to create the Posting.
1.3 Visage Profiles. If the Order Form indicates that the Service is the Crowd Service, then Customer may receive resumes, photographs, online profiles, and other personal data/information from third party individuals through its use of the Service (“Visage Profiles”). Visage Profiles are not the property of Customer and Customer agrees that it will only use Visage Profiles (a) internally for the sole benefit of Customer and its Users, and (b) for the purpose of recruiting, hiring and managing the individuals featured in such Visage Profiles for positions at Customer. Customer agrees that other than the use described in the immediately preceding sentence, Customer will at all times maintain the confidentiality of the Visage Profiles in accordance with the terms of Section 4 (Confidentiality) and applicable legislation pertaining to the protection of personal data. As part of its provision of the Service, Visage will provide Customer with qualified Visage Profiles; where “qualified” means that Visage have determined that such Profile meets the requirements set forth in the Job Posting.
1.4 Customer Profiles. If the Order Form indicates that the Service is the Platform Service, then Customer may submit resumes, photographs, online profiles, and other personal data/information to the Service (“Customer Profiles”). Such Customer Profiles shall be deemed Customer Content.
1.5 Restrictions. Customer shall not directly or indirectly: (a) modify, translate, copy or create derivative works based on the Service or any element of the Service, (b) create internet “links” to or from the Service, (c) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, the API or underlying ideas or algorithms of the Service in whole or in part, except as and only to the extent this restriction is prohibited by law, (d) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement, (e) use the Service in any way that violates any applicable federal, state, local or international law or regulation, (f) introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful, (g) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service, (j) use the Service in a manner that is obscene, threatening, libelous, or otherwise unlawful or tortious, including uploading material into the service that is harmful or violates any third party privacy rights or, (k) use the Profiles for the benefit of any third party. Customer will use the Service in compliance with any use limitations or restrictions set forth in an Order Form.
1.6 User Accounts and Customer Responsibilities. As part of the registration process, one User will be added to the Customer’s account, and Customer may add additional Users by submitting a request to [email protected]. Customer shall be responsible for all activities conducted under its account and shall: (a) ensure that all Users comply with the terms of this Agreement; (b) maintain the security and confidentiality of all login credentials and Customer’s internal systems used to access the Service; (c) prevent unauthorized access to or use of the Service; (d) promptly notify Visage of any unauthorized access, use, security incidents, or breaches related to the Service; (e) obtain all necessary rights and consents to provide Customer Content to Visage for processing in accordance with this Agreement; and (f) comply with all applicable laws, regulations, and acceptable use policies in connection with its use of the Service. Customer is solely responsible for ensuring that it has the legal right to access and use the Service in its geographic location. Customer represents and warrants that it is not a person or entity listed on any U.S. government restricted party list, including those maintained by the U.S. Department of Commerce, U.S. Department of State, or U.S. Department of Treasury. Customer acknowledges that while Visage has no obligation to monitor Customer’s use of the Service, Visage may do so and may suspend Customer’s or any User’s access if Visage reasonably believes that Customer or a User is in violation of this Agreement or any Order Form.
1.7 Customer’s Equipment. Customer is responsible for obtaining and maintaining any equipment and ancillary services (including the payment of any additional fees therefor) needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, internet and telephone service (collectively, “Equipment”). Customer is also responsible for maintaining the security of Customer’s Equipment, and for all uses of Customer’s Equipment.
1.8 Suspension of Service. Visage may suspend the Service immediately upon notice to Customer for cause if: (a) Customer or a User materially breaches (or Visage believes that Customer or a User has materially breached) any provision of this Agreement.