- Scope of the StepStone API Terms and Conditions
StepStone Continental Europe GmbH (hereafter referred to as “StepStone” or “Provider”) operates the Online Job Portals of the StepStone Group (hereafter referred to as “the StepStone Portals”), an Internet Platform which allows candidates to apply for job offers published on the StepStone Portals.
StepStone has created an application programming interface (hereafter referred to as “the StepStone API”) which it makes available to developers and companies (hereafter referred to as “Consumer”) for the purpose of connecting and communicating with the StepStone Portals and the Stepstone Database. The StepStone API allows the Consumer to communicate with the Provider to the extent set out in these StepStone API Terms and Conditions.
To this end, the Consumer concludes a utilization agreement for the StepStone API with StepStone Continental Europe GmbH, Völklinger Straße 1, 40219 Düsseldorf, Germany, commercial register AG Düsseldorf, HRB 86932.
2.1. Agreement The entire agreement regulating the relationship between the Consumer and StepStone regarding the StepStone API, including but not limited to these StepStone API Terms and Conditions as well as schedules, exhibits or guidelines referred to in these StepStone API Terms and Conditions.
2.2. Application All of Consumer’s programs or IT systems that are to be linked, created and/or adapted to the StepStone API and that are directly required for connecting to and/or communicating with the StepStone API.
2.3. API (Application Programming Interface)
A machine-readable connection between the provider and the consumer for the purpose of communication closer defined by the StepStone API-Contract.
An individual searching for an employment on the StepStone Portals.
Legal entity or natural person using and/or connecting to the StepStone API.
2.6. Consumer Key
A character string issued to the Consumer by StepStone, which identifies and authorizes the Consumer.
2.7. Consumer and Customer Offerings
Any and all services and products offered by Consumer or Customers for sale, lease, rent, and/or hire to the public.
Legal entity or natural person purchasing employment advertisements on the StepStone Portals.
2.9. Intellectual Property Right and Other Ancillary Rights
Any patents, utility models, rights to inventions, copyright, related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights or other ancillary rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2.10. Internet Platform
The entirety of all software- and hardware-related systems that are used to provide the StepStone Portals service.
StepStone creating content, data or other digital resources available on the Internet in a machine-readable way through the StepStone API.
2.12. StepStone API-Contract
A document by and for developers defining how StepStone API services are to be designed and consumed.
- Rights and Obligations of the Parties
3.1. The Consumer warrants that it has full legal power and authority to enter into and perform the Agreement without violating any other agreement.
3.2. The Consumer warrants, that its Application does not contain and that it shall not transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs via the StepStone API.
3.3. The Consumer warrants, that it shall not conduct DNS attacks, including but not limited to DoS, DDoS, DNS Spoofing/DNS cache poisoning, fast flux, reflected attacks or reflective amplification DoS.
3.4. The Consumer shall only link or have linked to the StepStone Portals the version of the
Application approved by StepStone.
3.5. The Consumer shall keep its systems updated and in line with the StepStone API at all times, whether it is in use or not.
3.6. The Consumer shall not code and send redundant queries to the StepStone API in any case. Redundant queries will be considered as DDoS-like attacks and shall have the same contractual consequences.
3.7. The Consumer acknowledges that Candidate’s data is only forwarded by the Provider to the Consumer via the StepStone API and that the Provider is not responsible for this data being free of any viruses, worms, time bombs, Trojan horses and other harmful or
malicious code, files, scripts, agents or programs.
3.8. Both parties will make reasonable efforts to provide uninterrupted operation of their respective Internet platforms and systems. They cannot guarantee, however, that the Internet platforms and systems will not experience any interruptions in operation. In
particular, there may be interferences and interruptions in service due to maintenance work.
- Testing of the Application
4.1. StepStone may, at its own discretion, test the Application in advance to ensure that it meets the contractual requirements. StepStone at its best effort, shall carry out said testing promptly. Notwithstanding, the Consumer is not guaranteed a specific timeframe for testing.
4.2. After the Application has been approved by StepStone, the Consumer may commence communication via the StepStone API.
4.3. If there are indications that the Application does not or cannot meet the contractual requirements while operational, StepStone has the right to end the link to the Application at any time. In such a case, StepStone will inform the Consumer immediately in writing.
4.4. In the event that StepStone ends the linking of an Application, the Consumer shall have the right to prove that the Application does meet the contractual requirements.
- License and Restrictions
5.1. StepStone grants the Consumer a geographically and temporarily limited, non-exclusive, non-transferrable, non-sublicensable global right and license to access and use the StepStone API for developing, testing, supporting and operating its Application(s) within the scope of the StepStone Portals’ line of business and for the duration of and pursuant to the Agreement.
5.2. The Consumer is expressly prohibited from using the StepStone API or any data or content retrieved via the StepStone API for any purpose other than the rights of use set out and granted in the Agreement.
5.3. Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and to the extent expressly permitted in the Agreement the Consumer shall not
5.3.1.excerpt, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation in any form or media or by any means; or
5.3.2.license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party; or
5.3.3.attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
5.4. The Consumer shall not access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation;
5.5. The Consumer shall not attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this section.
5.6. The Consumer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Provider in writing and comply with any further obligations set out in the Agreement.
- Intellectual Property and Public Relations
The Parties grant each other a worldwide, non-exclusive, non-transferable license to use and reproduce, transmit and distribute the Parties’ logos, names, links and other means protected by intellectual property rights to identify a Party, to promote and draw attention to the cooperation and or products and services of the Parties.
7.1. Developer credentials (especially passwords, keys, and client IDs) are intended to be used by the Consumer and identify its StepStone API Link. The consumer shall keep its credentials confidential and make reasonable efforts to prevent and discourage other Consumers from using these credentials. Developer credentials may not be embedded in open source projects.
7.2. The Consumer may not transfer the Consumer Key to third parties and must implement adequate security measures to ensure that third parties do not acquire access to the Consumer Key. A representative that operates the Application on behalf of the Consumer is not considered to be a third party. The Consumer is liable for all activities carried out using its Consumer Key.
7.3. Any communication between the Consumer and the Provider via StepStone APIs may contain confidential information. Confidential information includes any material, communication and information that are marked confidential or that would under the circumstances normally be considered confidential. The receiving Party shall not disclose any obtained confidential information to any third party, unless the disclosing Party agrees to such disclosure in advance and in writing. Confidential information does not include information that has been independently developed, was rightfully obtained through a third party without confidentiality obligation, or that becomes public without a party’s fault. Notwithstanding the provisions of these StepStone API Terms and Conditions or other, this contractual relationship underlying rules and/or agreements, confidential information may only be disclosed when obligated to do so by law. The burden of proof for such obligation shall lie with the Party invoking this obligation.
- Data Protection and Security
8.1. The type of data which StepStone provides via the StepStone API and the type of data that may be integrated into the StepStone Portals via the StepStone API shall be governed by the relevant StepStone API documentation.
8.2. StepStone makes information available to the Consumer that has been submitted by the Candidate via the StepStone API. The entity responsible for the processing of personal data shall guarantee and warrant the compliance of the applicable data protection laws:
From the time of the submission to the Consumer, it is responsible for processing the data and shall become controller of the data it receives. The Consumer guarantees towards StepStone to comply with the laws on data protection and, in particular, the security of data processing in accordance with Art. 32 GDPR, as well as implement technical organizational measures.
8.3. Personal data may not be stored by the Consumer any longer than absolutely necessary. The Consumer is obligated to delete a user’s personal data as soon as the user revokes data transfer by StepStone or revokes data retrieval by the Consumer.
8.4. The Consumer is obligated to secure and safeguard its Applications and systems, against external attacks and technical failures that might affect the systems of the Provider in accordance with all generally recognized regulations of technology.
8.5. In case of an external attack or technical failure that can potentially harm the data or systems of the Provider, the Consumer shall immediately, but no later than 24 hours, notify the Provider in writing and take all action possible and necessary to keep the Provider’s data and systems from harm.
The Consumer agrees to indemnify and hold harmless StepStone and its officers, directors, employees and shareholders from and against any and all third party claims and causes of action, as well as related losses, liabilities, judgments, awards, settlements, damages, expenses and costs, (including reasonable attorneys’ fees and court costs and expenses) relating or arising out of:
9.1. the violation or infringement of any Consumer and/or Customer Offerings on any third party’s Intellectual Property Rights;
9.2. Consumer’s breach of the Agreement and/or associated documents; or
9.3. Consumer’s use of StepStone APIs and/or Application.
10.1. StepStone shall be liable for damages in case of intent and gross negligence as well as for damages resulting from injury to life, body or health, insofar as StepStone fraudulently concealed a defect or assured its absence as well as for claims under the Product Liability Act. In addition, StepStone shall only be liable in the event of simple negligence for damages arising from the breach of an essential contractual obligation (obligation the fulfilment of which is essential for the proper performance of the Agreement and the observance of which the contracting party regularly relies on and may rely on); in this case, however, liability shall be limited to compensation for the foreseeable, typically occurring damage.
10.2. Liability under the Product Liability Act shall remain unaffected.
10.3. The right of StepStone to claim damages shall remain unaffected. In all other respects the statutory provisions shall apply.
- Assignment of the Agreement
Unless otherwise stipulated in the Agreement, the Consumer shall not assign the Agreement, in whole or in part, without StepStone’s written consent to a third party. Any assignment in violation of this section is null and void. A sale of the majority of the assets, a merger or a change of control shall constitute an assignment under the Agreement.
- Term and Termination
12.1. The Agreement is valid for an indefinite period. Each contractual party may cancel it at any time with a notice period of one month prior to the end of a month. The cancellation must be submitted by letter or in text form.
12.2. The Agreement may be terminated for good cause at any time without notice. Good cause applies in particular if the Parties violate one of the terms of this Agreement or applicable data protection laws.
12.3. In the event of good cause, StepStone may also temporarily or permanently block the Consumer’s access to the StepStone API or introduce limits to the StepStone API features it can access.
12.4. After the termination of the Agreement the connection of all Applications to the StepStone Portals will be terminated within forty-eight (48) hours.
12.5. Upon termination of the Agreement, the Consumer shall delete all data acquired through the use of the StepStone API, unless the Consumer is capable to present a legal reason for keeping the data.
13.1. The law of the Federal Republic of Germany applies to the exclusion of the UN Convention on the International Sale of Goods.
13.2. The place of jurisdiction for any disputes that arise from or in connection with this agreement is that of the headquarters of StepStone.
13.3. StepStone reserves the right to modify these StepStone API Terms and Conditions to adapt them to technical and legal developments at any time. StepStone will timely notify the Consumer regarding any modifications to the StepStone API Terms and Conditions. The modified StepStone API Terms and Conditions shall be deemed to have been accepted by the Consumer, if the Consumer has not rejected the new StepStone API Terms and Conditions within four (4) weeks of notification. In the event that the Consumer rejects the modified StepStone API Terms and Conditions, both parties have right to immediately terminate the Agreement.
13.4. Communication with the Consumer may take place in the form of emails sent to the email address entered by the Consumer during registration. The Consumer must ensure that its email address is always up to date and that it is always able to receive emails from StepStone.
13.5. StepStone, the Candidate, the Customer and the Consumer are independent contractors and/or parties, and nothing in this Agreement shall create any partnership, joint venture, agency (representative or vicarious), franchise, sales representative or employment relationship between the parties. None of the parties shall make or accept any offers or make any representations on behalf of the other. Neither party shall make any statement contradicting this section.
13.6. The Agreement contains the entire understanding of the parties in respect of its subject matter defined in these StepStone API Terms and Conditions and supersedes all prior agreements and understandings (written or oral) between the parties in respect to such subject matter.
13.7. In the event of the invalidity or unenforceability of individual provisions of these StepStone API Terms and Conditions, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provisions shall be replaced by a valid and enforceable provision whose effects come as close as possible to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The above provisions shall apply mutatis mutandis in the event that the agreement proves to be incomplete.
13.8. The English version of these StepStone API Terms and Conditions is considering the StepStone Portals’ international clientele and is a courtesy of StepStone. Where the English version differs from the German Version, the German version shall prevail.
Last updated: September 2019