These Terms and Conditions (“Terms“) and the order form (“Order“) referencing these Terms form an Agreement between Professional Diversity Network, Inc. (“PDN“) and the entity or individual on listed on the Order (“Client“). PDN and Client may be referred to individually as a “Party” and collectively as the “Parties“.

1. Definitions. The following terms shall have the meaning described herein, and shall include the plural as well as the singular.
   1. “Agreement” means the Terms, any Order, and any written amendments signed by both Parties.
   2. “Authorized Users” means Client’s employees, agents or subcontractors who are authorized by Client to have access to the Event and/or Services.
   3. “Client Content” means any works of authorship provided by Client and/or its Authorized users to PDN hereunder, including without limitation any documents, audiovisual works, images, photographs, sound recordings, and any other materials.
   4. “Client Data” means the data obtained by PDN through Client’s use of the Services and/or participation in the event.
   5. “Effective Date” means the date the Client enters into the Order.
   6. “Fees” means the fees set forth in the Order.
   7. “Job Applicant Data” means the data Client obtains related to potential job applicants through its use of the Services and/or participation in the Event.
   8. “Intellectual Property” shall mean any and all patents, patent applications, trademarks, trade names, service marks, certification marks, collective marks, designs, processes, inventions, licenses, copyrights, know-how, trade secrets, and proprietary information.
   9. “Services” means providing Client and third parties with the ability to access and participate in the Event and the services listed on the Order.
   10. “Event” means the virtual hiring and/or employee recruitment event listed on the Order.
2. Services and Licenses
   1. Grant. Subject to this Agreement, PDN hereby grants Client a limited, non-exclusive, non-transferable, and non-sublicensable right during the Term to access and use the Services and participate in the Event.
   2. Restrictions on Use. Client will not, and will not permit any Authorized User or third party to: (i) interfere with the Event or Services or other any other entity’s or individual’s access to the Event or Services, or with the security of the Event or Services, (ii) lease, distribute, or resell access to or the use of the Event or Services; (iii) remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or propriety legends or other notices or markings that may appear on or through the Event or Services; (iv) attack or disrupt the Event or Services, including without limitation through any denial of service (DoS) attacks, unauthorized access, monitoring or crawling, or distribution of malware (including but not limited to virus, Trojan horses, worms, time bombs, spyware, adware, or cancelbots); (v) modify, translate, or create derivative works based on the Event or Services; or (vi) use the Event or Services other than in accordance with this Agreement and other than in compliance with all applicable laws and regulations. If PDN suspects that Client and/or its Authorized Users have violated the requirements of this Section 2b, PDN may suspend that Client and/or its Authorized Users access to the Event or Services without advanced notice, in addition to other remedies PDN may have. PDN is not obligated to take any action against that Client and/or its Authorized Users or any other third party for violating this Agreement, but PDN is free to take any such action it sees fit.
   3. Unauthorized Access. Client agrees to take reasonable steps to prevent unauthorized access to the Event and/or Services, including by protecting Client and/or its Authorized Users passwords and other log-in information associated with Client’s and/or its Authorized Users’ account. Client shall notify PDN immediately if Client knows of or suspects any unauthorized use of the Event and/or Services or breach of their or its security. Client agrees that it shall be liable for actions taken under or through the use of any Client and/or its Authorized User account, whether or not such use was authorized.
   4. Client Content License. Subject to the terms and provisions of this Agreement, Client hereby grants to PDN a limited, non-exclusive license during the Term to use the Client Content in connection with (i) advertising and marketing activities related to the Event; and (ii) its provision of the Services and the Event. Client acknowledges and agrees that it is solely responsible for the Client Content and any information contained therein, and that PDN can rely on the Client Content to perform the Services.
   5. Client Trademark License. Client grants to PDN a limited, non-exclusive license during the Term to use Client’s service names, trademarks, service marks, or trade dress (“Client Trademarks“) in connection with (i) advertising and marketing activities related to the Event; and (ii) its provision of the Services and the Event. PDN agrees that it will comply with any instructions related to the use of the Client Trademarks that Client may make available to PDN from time to time.
3. PDN Intellectual Property
   1. PDN Intellectual Property. As between the Parties, PDN and its licensors retain all right, title, and interest in and to any Intellectual Property associated with the Event and/or the Services. This Agreement does not grant Client any intellectual property license or rights in or to the Event and/or the Services or any component or aspect thereof, except to the limited extent that this Agreement specifically sets forth. Client recognizes that the Event, the Services and/or or any component or aspect thereof are protected by copyright and other laws.
   2. Feedback. PDN has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Client or any Authorized Users provide to PDN, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict PDN’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client or the Authorized Users in question. Client hereby grants to PDN a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying the products or services offered by PDN.)
4. Fees and Payment
   1. Fees. Unless otherwise agreed to by the Parties, Client will pay PDN the Fees described in the Order. If Client’s use of the Event or Services exceeds the limits set forth on the Order or otherwise requires the payment of additional fees (per the terms of the Agreement), Client will be billed for such usage based on PDN’s standard rates and Client agrees to pay the additional fees in the manner provided in herein.
   2. Payment. Client must pay the Fees using the method set forth in the Order (“Payment Method“). By using a Payment Method, Client is hereby representing and warranting Client’s full right and authority to pay the Fees in the manner elected without violating any applicable law, rule, or regulation. Client remains responsible for any uncollected amounts. If any Fee is not successfully settled, due to expiration, insufficient funds, or otherwise, PDN may suspend Client’s access to the Event or Service until PDN has successfully charged a valid Payment Method.
5. Representations and Warranties and Limitation of Liability
   1. Mutual Representations and Warranties. Each Party represents and warrants that: (a) it has all necessary rights and authority to enter into this Agreement and perform the obligations required herein; (b) this Agreement constitutes a legal, valid and binding agreement of such Party, enforceable against such Party in accordance with its terms; and (c) the execution, delivery and performance of this Agreement does not and shall not conflict with or result in a violation of the organizational documents of such Party.
   2. Client Warranties. Client makes the following representations and warranties to PDN: (i) Client has the full right and authority to provide PDN with the Client Data, Client Trademarks, Client Content, and Client’s provision of the Client Data, Client Trademarks, Client Content, and PDN’s use thereof as authorized herein, shall not violate applicable law or the rights of any third party, including without limitation the Intellectual Property rights or privacy rights of any third party; and (ii) Client’s use of the Job Applicant Data will comply with applicable law and the terms of this Agreement.
   3. PDN Warranties. PDN makes the following representations and warranties to Client: (i) the services will be performed in a high quality and professional and workmanlike manner, consistent with industry standards; and (ii) PDN’s provision of the Job Applicant Data to Client will comply with applicable law and the terms of this Agreement.
   4. DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN, NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED. EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN.
   5. LIMITATION OF LIABILITY. PDN SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, BUSINESS OR PROFITS, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT BASED ON BREACH OF WARRANTY, CONTRACT, OR NEGLIGENCE IN CONNECTION WITH THIS AGREEMENT OR THE EVENT OR SERVICES PROVIDED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLIENT CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWELVE (12) MONTHS FROM THE EVENT GIVING RISE TO THE CLAIM OR SUCH CLAIM WILL BE FOREVER BARRED. PDN’S LIABILITY FOR ACTUAL DAMAGES ARISING FROM ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT IN ANY EVENT EXCEED ALL FEES DUE AND PAYABLE TO PDN HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE UNDERLYING CLAIM. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY TO MEET ITS ESSENTIAL PURPOSE.
6. Indemnity.
   Client shall indemnify, defend and hold harmless PDN, its affiliates, officers, directors, employees, agents and customers (“PDN Indemnitees“) from and against any and all loss, liability, cost, judgment, damages and expense, including attorneys’ fees, which may be incurred by PDN Indemnitees in connection with any claims, actions, or demands by a third party arising out of or related to (i) the gross negligence or willful misconduct of Client’s and/or its employees or agents; (ii) any violation of applicable law by Client and/or any Authorized User; (iii) any violation of the terms of this Agreement by Client and/or any Authorized Users; and (iv) any claim or allegation that Client’s provision of the Client Data and Client Content, and PDN’s use thereof as authorized herein violates the rights of any third party, including without limitation the privacy rights or Intellectual Property rights of any third party.
7. Data
   1. Use of Client Data. PDN shall use, store, disclose, and otherwise process the Client Data: (i) for the purpose of performing its obligations under this Agreement; (ii) pursuant to documented instructions from Client, or (iii) when required to do so by applicable law, and PDN informs Client of that legal requirement before processing and minimizes any disclosures to the maximum extent permitted by law.
   2. Use of Job Applicant Data. Client shall use, store, disclose and otherwise process the Job Applicant Data for the purpose of (i) evaluating whether to hire or offering a job to a potential job applicant; (ii) pursuant to documented instructions from PDN or a potential job applicant; or (iii) when it is required to do so by applicable law, and Client informs PDN of that legal requirement before processing and minimizes any disclosures to the maximum extent permitted by law.
   3. Aggregate & Anonymized Data. Notwithstanding anything to the contrary herein, PDN may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. (“Aggregate Data” refers to Client Data with the following removed: personally identifiable information and the names and addresses of Authorized Users).
8. Confidentiality
   1. Confidential Information Defined. “Confidential Information” means any and all information disclosed by one party to this Agreement (“Discloser“) to the other (“Recipient“) during the Term, including without limitation, any source code, prices, trade secrets, databases, designs and techniques, models, displays and manuals, information concerning research activities and plans, customers, personnel, marketing or sales plans, sales forecasts, pricing or pricing strategies, costs, operational techniques, strategic plans, business information, whether or not such information is disclosed by Discloser orally or in writing, and whether or not such information is marked as “confidential” or “proprietary” at the time of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient is on notice that the Confidential Information may include Discloser’s valuable trade secrets.
   2. Nondisclosure. Recipient shall not use Confidential Information for any purpose other than to perform its obligations under this Agreement (the “Purpose“). Recipient: (a) will not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Article 8; and (b) will not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.
   3. Injunction. Recipient agrees that breach of this Article 8 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
   4. Termination & Return. With respect to each item of Confidential Information, the obligations of Article 8 will terminate five (5) years after the termination or expiration of this Agreement; provided that such obligations related to Confidential Information constituting Discloser’s trade secrets shall continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination or expiration of this Agreement, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, to the destruction thereof.
   5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information. Discloser will retain all right, title, and interest in and to all Confidential Information.
9. Term and Termination.
   1. Term. The term of this Agreement shall begin on the Effective Date and shall continue until the Event is concluded (“Term“).
   2. Termination. In addition to any other express termination right set forth in this Agreement:
      1. Either Party may terminate this Agreement or any Order for cause upon thirty (30) days’ written notice of a material breach to the other Party, provided such breach remains uncured at the expiration of such notice period; and
      2. Either Party may immediately terminate this Agreement or any Order upon the occurrence of any of the following events: (a) the other Party becomes insolvent, or is adjudicated bankrupt or voluntarily seeks protection under any bankruptcy or insolvency law; or (b) the other Party makes an assignment of its assets for the benefit of creditors or any arrangement with its creditors.
      3. PDN may terminate this Agreement or any Order for convenience by providing the Client with 90 days’ written notice. In the event PDN terminates the Agreement or any Order under this Section 9(b)(iii), PDN will provide Client with a pro-rated refund of any Fees it has prepaid to PDN for Services that it will no longer have the right to use.
   3. Equitable Relief. The Parties acknowledge and agree that there may be no adequate remedy at law for the failure of the other Party to comply with any of the material terms and conditions of this Agreement upon termination of this Agreement, or upon a breach of the confidentiality terms herein, and the Parties agree that, in the event of any such failure, the non-breaching Party shall be entitled to equitable relief by way of temporary restraining order, temporary injunction, and permanent injunction and such other and further relief as any court of competent jurisdiction may deem proper.
10. Miscellaneous
    1. Notices. Any notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed delivered to a Party: (a) when delivered by hand or nationally recognized overnight courier; or (b) six (6) calendar days after the date of mailing if mailed by certified mail, return receipt requested, postage prepaid, in each case to the address of such Party first set forth above (or at such other address as the Party may from time to time specify by notice delivered in the foregoing manner).
    2. Amendment. This Agreement may not be amended except in a writing executed by authorized representatives of Client and PDN.
    3. Assignment. This Agreement may not be assigned by Client without the written consent of PDN. Any attempt to assign this Agreement in violation of the foregoing will be null and void. This Agreement binds the Parties, their respective affiliates, successors and permitted assigns.
    4. Survival. The terms of this Agreement that by their sense and context should survive any termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including without limitation various provisions Articles 3, 5, 6, 7, 8, and 10, and any payment obligations that accrue prior to such termination or expiration.
    5. Independent Contractor. The Parties are independent contractors and will so represent themselves in all regards.
    6. Binding Effect and Third-Party Beneficiary. Except as specifically stated in this Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third party is a beneficiary of this Agreement.
    7. Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.
    8. Severability. If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability, all other provisions and portions thereof of this Agreement will not be affected thereby and will be valid and enforced to the fullest extent permitted by law.
    9. Choice of Law and Venue. This Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement, will be governed by and construed in accordance with the laws of the State of Illinois, United States of America, except to the extent preempted by federal law. Venue for any litigation arising out of this Agreement shall be in any competent court of jurisdiction in Cook County, Illinois.
    10. Force Majeure. No Party shall be liable or responsible to the other Party, 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 is caused by or results from acts beyond the affected Party’s reasonable control (each, a “Force Majeure Event“), including, without limitation: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) governmental health restrictions or advisories; (h) disease, epidemics or pandemics; (i) national or regional emergency; and (j) any other similar events or circumstances. The Party suffering a Force Majeure Event shall give notice within 14 days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized.
    11. Entire Agreement. This Agreement governs Client’s use of the Services and participation in the Event, and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between Client and PDN with respect to the Services or the Event.