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Terms of use - UpRecruit
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UPRECRUIT TERMS OF SERVICE

Last Updated: January 6, 2020

This UpRecruit Terms of Service ( this “Agreement” ) is a legal agreement between UpRecruit LLC, an Arizona limited liability company ( “UpRecruit” ) and you ( “you” ,  “your” or the “User” ) regarding your use of the UpRecruit Services and associated UpRecruit Content.

BY ACCEPTING THIS AGREEMENT THROUGH USE OF THE SERVICE, OR OTHERWISE ELECTRONICALLY INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT, AND ANY ADDITIONAL TERMS REFERENCED HEREIN, INCLUDING THE UPRECRUIT PRIVACY POLICY MADE AVAILABLE AT HTTPS://UPRECRUIT.COM/PRIVACY-POLICY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICES AND SHALL SUPERSEDE ALL PRIOR TERMS OR AGREEMENTS BETWEEN YOU AND UPRECRUIT.

1. DEFINITIONS

In addition to the other terms defined throughout this Agreement, as used in this Agreement, the following terms shall have the respective meaning as follows:

 

Aggregated Statistics” means the resultant data and other data and information related to any User’s use of the Services that is used by UpRecruit in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

 

Candidate” has the meaning set forth in Section 2.1. “Client” has the meaning set forth in Section 2.1.

 

Contractor Engagement” means an engagement between a Client and Candidate as a consultant or contractor.

 

Employment Engagement” means an engagement between a Client and Candidate as an employee, co- op employee, or intern.

 

Engagement” means collectively a Contractor Engagement and Employment Engagement.

 

Engagement Offer” has the meaning set forth in Section 10.7.

 

Placement Fee” has the meaning set forth in Section 10.2.

 

Request” has the meaning set forth in Section 10.1.

 

Start Date” has the meaning set forth in Section 10.5

 

UpRecruit Content” means the entirety of Services, any and all information, data, and other content, in any form or medium relating to the Services, and any and all intellectual property used by UpRecruit to provide the Services. For the avoidance of doubt, UpRecruit Content includes Aggregated Statistics and 2 any information, data, or other content derived from UpRecruit’s monitoring of User’s access to or use of the Services but does not include User Content.

 

User Content” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by a User or on a User’s behalf through the Services.

2. SERVICES

2.1. Services

This Agreement applies to https://uprecruit.com/ ( the “Website” ), the services offered on the Website and other UpRecruit-related sites, communications and other services that state that they are offered under this Agreement ( collectively, the “Service(s)” ). This Agreement applies to all registered users of the Service, including, but not limited to, Users who are seeking employment and/or contractor opportunities ( “Candidates” ) and companies interested in hiring or engaging Candidates ( “Clients” ).

2.2. Modifications or Discontinuation of Services

UpRecruit may make modifications to the Services or particular components of the Services and will use commercially reasonable efforts to notify Users of any material modifications. UpRecruit reserves the right to discontinue offering the Services in its sole discretion without any liability to UpRecruit.

2.3. Third Party Agents

Clients may permit third party agents to use the Service on their behalf ( “Third Party Agents” ), but will remain fully responsible for their Third Party Agents’ actions and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by the Client. The Service is to be accessed by Clients and its designated Users only and only for Clients’ internal business purposes, not for resale or unauthorized distribution to any third party.

2.4. Third Party Services

UpRecruit may provide to you or User Content to, certain third party services or third party service providers ( collectively, “Third Party Service(s)” ) which may also provide to you links to sites, job postings, email and telephone correspondence and other offers outside of the UpRecruit network. This Agreement does not apply to your use of any such provided Third Party Services. Such Third Party Services may be subject to terms and conditions and privacy policies different than this Agreement and you are responsible for adhering to those terms prior to sharing any of your information with such Third Party Service provider. You are responsible for evaluating whether you want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services, or may choose to not utilize such Third Party Services at any time. UpRecruit reserve the right to suspend any Third Party Service at any time, as determined in our sole and absolute discretion. UpRecruit is not responsible, nor endorses any features, content, products, advertising or other material made available by such Third Party Services.

2.5. Account Registration

In order to use the Services, you must register for an account and provide accurate, current, and complete information and update such information as necessary. If UpRecruit believes that the forging information is inaccurate, outdated, incomplete, or violates the terms of this Agreement, it may, in sole discretion, suspend or terminate your account. You agree that you will not (i) create an account using a false identity or another person’s information; (ii) register for multiple accounts; or (iii) create an account or attempt to use the Services in any way if you have previously been removed from the Services. UpRecruit reserves the right in its sole discretion to accept or deny any registration and may terminate any User account for any reason or no reason at all.

2.6. Password and Unauthorized Access

You are solely responsible for any and all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services. You will choose a password and a user name and you are entirely responsible for maintaining the confidentiality of your password and account. UpRecruit will act as though any electronic communications it receives under your passwords, username, and/or account will have been sent by you. You agree to notify UpRecruit immediately of any unauthorized use of your account or any breach of security of your account. UpRecruit will not be liable for any loss that you may incur as a result of unauthorized use, regardless if you had knowledge of such unauthorized use.

3. LICENSES AND USE RIGHTS

3.1. UpRecruit License Grant

Subject to your adherence to this Agreement and in consideration for all applicable fees paid, UpRecruit hereby grants you a limited, non-exclusive, non-transferable license (without the right to sublicense) to use and access the Service for purposes consistent with this Agreement. All rights not expressly granted to you are reserved by UpRecruit.

3.2. Restrictions

You shall not: (i) license, sublicense, sell, resell, transfer, assign, encumber, lease, distribute or otherwise commercially exploit or make available to any third party the Service or any UpRecruit Content, in whole or in party, in any way; (ii) modify or make derivative works based upon the Service or the UpRecruit Content, including without limitation, customization, translation, or localization; (iii) create Internet “links” to the Service or “frame” or “mirror” any UpRecruit Content on any other server or wireless or Internet-based device; (iv) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of any Service, or the underlying ideas or algorithms of any Service (e.g. in an effort to develop applications or services that provide competitive or similar or substitute or complementary functionality to such Service); (v) use the Service or UpRecruit Content to develop software or other services; (vi) use the Service to provide services to any third party; (vii) use any automated systems including artificial intelligence software or “spiders”; (viii) interfere with or compromise UpRecruit’s systems or decipher any server transmissions; (ix) impose any unreasonably large load on UpRecruit’s infrastructure; (x) upload viruses or worms to the Service; (xi) collect or retain any personally identifiable information contained in the Service beyond the permitted use under this Agreement; (xii) access the Services by any means other than authorized herein, including virtual private networks; (xiii) stalk, harass, bully or harm others; (xiv) impersonate any person or entity; (xv) hack, spam, phish, or otherwise provide fraudulent, manipulative, or inflammatory content; or (xvi) use the Service in any way that violates this Agreement or any law.

4. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND DATA

4.1. UpRecruit Content

You acknowledge and agrees that, subject to the license grants contained in this Agreement, UpRecruit owns all right, title and interest, including all intellectual property rights, in and to the UpRecruit Content and, with respect to Third Party Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third Party Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the UpRecruit Content, or any other intellectual property or rights therein except for the limited license granted to you under the terms and conditions set forth in this Agreement.

4.2. User Content

Except for Aggregated Statistics, as between UpRecruit and you, you own all right, title, and interest, including all intellectual property rights, in and to User Content. You understand the UpRecruit is not responsible for the accuracy, usefulness, safety, or intellectual property rights of the User Content and that you may be exposed to other User’s data that is inaccurate, offensive, indecent, or objectionable. You hereby waive any and all legal or equitable remedies you may have against UpRecruit and its affiliates with respect thereto. UpRecruit may, but has no obligation to, monitor the submission of any User Content or any content created by you and may refuse to accept or display any User Content, or may remove in whole or in part, the User Content at any time in its sole discretion. UpRecruit reserves all defenses made available to it by the Communications Decency Act and any other applicable laws, rules, or regulations.

By submission of any User Content to UpRecruit through the Service or otherwise, you hereby represent and warrant that: (i) you own all rights, or are licensed the rights, in and to the User Content; (ii) the User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party; (iii) the submission of the User Content is in accordance with all applicable laws; (iv) the User Content is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory; and (v) the User Content does not constitute spam. Other than as required by applicable law, UpRecruit shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Content, or for the improper or erroneous upload or extraction of any User Content. Subject to applicable law, UpRecruit reserves the right to withhold, remove and/or discard User Content, in whole or in part, without notice for any breach, including, without limitation, non-payment of any amount due under this Agreement. Upon termination of this Agreement and subject to applicable law, UpRecruit shall have no obligation to maintain or forward any User Content.

4.3. License to User Content

You hereby grant to UpRecruit and its owners, affiliates, representatives, licensees, licensors and assigns a non-exclusive, royalty-free, fully-paid worldwide, transferable license to modify, store, broadcast, transmit, publicly perform, reproduce, distribute, and otherwise use and display the User Content and perform all acts with respect to the User Content, your logo(s), service marks, trademarks, and tradenames as may be necessary for UpRecruit to provide the Services to your or in conjunction with the Services, including without limit, the development, enhancement, and support of the Services. By use of the Services you hereby waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section. UpRecruit reserves the right to display advertisements in connection with the User Content.

4.4. Confidentiality of User Content

You agree and acknowledge that, as necessary for the Services, your User Content is intended to be shared with other users and third parties in accordance with this Agreement and the UpRecruit Privacy Policy. As such, any and all User Content uploaded is not deemed confidential by UpRecruit and will be treated as public information. UpRecruit has no control and takes no liability over what other users or third parties do with User Content and hereby disclaims all liabilities thereto. You understand and agree that UpRecruit will not be liable for any treatment of your User Content as confidential and hereby waive all rights with respect to any such claims of confidentiality. If you do not agree with the contents of this provision, your only remedy is to not use the Service.

4.5. Feedback

If you send or transmit any communications or materials to UpRecruit by mail, email, telephone, or otherwise, suggesting or recommending changes to the UpRecruit Content or Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ( “Feedback” ), UpRecruit is free to use such Feedback without any other action or limitation between the parties governing such Feedback.

4.6. Aggregated Statistics

UpRecruit collects anonymized, aggregate and resultant data in order to provide additional products and services to you, including to compile statistical and performance information related to the provision and operation of the Services. Notwithstanding anything to the contrary in this Agreement, UpRecruit may monitor your use of and access to the Service and collect and compile Aggregated Statistics. As between UpRecruit and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by UpRecruit. You acknowledge that UpRecruit may compile Aggregated Statistics based on User Content input into the Service and agrees that UpRecruit may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you.

5. LIMITATIONS OF LIABILITY

UPRECRUIT IS NOT LIABLE FOR (I) ANY USER CONTENT POSTED VIA THE SERVICES; (II) AGREEMENTS OR OTHER OBLIGATIONS THAT MAY ARISE BETWEEN USERS; (III) ANY DAMAGES THAT RESULT THROUGH YOUR USE OF THE SERVICES IN VIOLATION OF THIS AGREEMENT; (IV) ANY NEGATIVE OR CRITICAL COMMENTS THAT MAY BE POSTED BY OTHER USERS THROUGH THE SERVICES; OR (V) ANY OF THE THIRD PARTY SERVICE(S) PROVIDED PURSUANT TO YOUR USE OF THE SERVICES.

IN NO EVENT SHALL UPRECRUIT, ITS AFFILIATES, AND THEIR RELATED ENTITIES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUB-CONTRACTORS, LICENSORS, OR PARTNERS BE LIABLE FOR: ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITH WITHOUT LIMITATION ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF EARNINGS, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, OR LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF ANY OTHER ECONOMIC ADVANTAGE) ARISING FROM BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION FOR, LOSS OF DATA OR OTHER USER CONTENT RESULTING FROM DELAYS, ANY COMMUNICATIONS, INTERACTIONS OR MEETING WITH OTHER USERS OF THE SERVICE, NON-DELIVERIES, MISDELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS, OR ERRORS OR OMISSIONS RESPECTING THE SERVICE OR THE OPERATION OF UPRECRUIT’S NETWORKS OR LOSSES OR LIABILITIES DUE IN WHOLE OR IN PART TO INADVERTENT, PREMATURE OR UNAUTHORIZED RELEASE OR DISCLOSURE OF INFORMATION BY OTHER USERS, REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR UPRECRUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL UPRECRUIT’S AGGREGATE LIABILITY HEREUNDER, TOGETHER WITH ITS PARENT, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS AND AFFILIATES, EXCEED THE GREATER OF (I) THE AMOUNT THAT UPRECRUIT RECEIVED UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENTS FIRST GIVING RISE TO A CLAIM; OR (II) $100. THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

NO ACTION OR CLAIM RELATING TO THIS AGREEMENT SHALL BE MADE AGAINST UPRECRUIT OR ITS PARENT, LICENSORS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR AFFILIATES BY YOU OR ON YOUR BEHALF MORE THAN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO SUCH ACTION OR CLAIM.

6. INDEMNIFICATION

You will indemnify and hold UpRecruit (including its affiliates, related entities, officers, directors, employees, contractors, subcontractors, licensors, partners and agents) harmless from any claim, demand, judgement, liability, damage, cost and expense, including attorneys’ fees and costs, in each case as and when incurred, arising out of, relating to, or incurred in connection with, any of the following: (i) your breach of this Agreement; (ii) your use or misuse of User Content; (iii) your negligence or willful misconduct; (iv) use of the Services in combination with data, software, hardware, equipment or technology not provided by UpRecruit or authorized by UpRecruit in writing; (v) your use of and access to the Services in accordance with this Agreement; (vi) your violation of any law, rule, or regulation, or the rights of any third party; (vii) your use of any Third Party Services; and (viii) claims alleging that UpRecruit or any of its affiliates and a Client are joint employers.

UpRecruit shall have the right to appoint counsel to defend any claim, action, suit, investigation or proceeding ( “Claim” ) or third party Claim covered by your indemnification obligations set forth herein at your cost and expense. You shall have no right to control the defense or settlement of any such Claim, and you shall not settle or compromise any such Claim without UpRecruit’s prior written consent.

7. TERMINATION

7.1. Suspension for Delinquent Account

UpRecruit may suspend or terminate the Services or your account at its discretion without explanation and notice. If you are a Client, in the event of your breach of this Agreement, UpRecruit will notify you of such breach, and in the event the breach can be cured, provide you thirty (30) days to cure such breach. If such breach remains uncured, UpRecruit may terminate this Agreement as set forth herein. If you are a Candidate, you may terminate this Agreement by closing your account for the Services. UpRecruit will have no liability whatsoever to you or to any third party as a result of any suspension or termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including Sections 3.2, 4, 5, 6, 7, 8, 9, 10.2, 10.5, and 10.8.

8. DISCLAIMERS

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND UPRECRUIT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UPRECRUIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, TITLE, NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. UPRECRUIT MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, UPRECRUIT CONTENT, OR ANY SERVICES OR PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE FREE FROM VIRUSES OR OTHER HARMFUL CODE, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

FURTHER, UPRECRUIT AND ANY THIRD PARTIES ACTING ON ITS BEHALF, AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY YOU DUE TO CAUSES BEYOND UPRECRUIT’S OR ANY THIRD PARTIES ACTING ON ITS BEHALF, OR ITS AFFILIATES’ CONTROL.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT ANY COMMUNICATION SENT THROUGH THE SERVICE MAY BE VIEWED BY THIRD PARTIES AND, AS SUCH, ARE NOT CONSIDERED CONFIDENTIAL AND UPRECRUIT HAS NO RESPONSIBILITY, CONTROL OVER, OR LIABILITY FOR THE CONTENT OF THOSE MESSAGES, ANY ATTACHMENTS TO THOSE MESSAGES, OR THE CHOSEN RECIPIENTS BY THE SENDER, WHETHER SENT THROUGH THE SERVICE, OR VIA YOUR PREFERRED E-MAIL SERVICE.

UPRECRUIT EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO SEPARATE AGREEMENTS YOU MAY MAKE WITH OTHER USERS, AND YOU WILL LOOK SOLELY TO SUCH PERSONS AND/OR ENTITIES WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF SUCH AGREEMENTS.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION.

9. GENERAL PROVISIONS

9.1. Entire Agreement

This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

9.2. Amendment

THIS AGREEMENT MAY BE MODIFIED OR AMENDED BY UPRECRUIT IN ITS SOLE AND ABSOLUTE DISCRETION AT ANY TIME. If any material modifications or changes are made, and you have registered to use the Service, UpRecruit will notify you via email or through the Service. Changes will be effective immediately for new Users and will be effective thirty (30) days after posting notice of such changes on or through the Service for existing Users. Continued use of any Service thereafter shall be deemed consent to and acceptance of this Agreement as revised. If you do not agree to any change(s) your sole remedy is to cease using and accessing the Service. YOU AGREE TO REGULARLY CHECK THE SERVICE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.

9.3. 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 and (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.

9.4. Governing Law; Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY:

This Agreement is governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Arizona. In the event a Claim arises between the parties out of this Agreement, such Claim shall be submitted to binding arbitration pursuant to the rules and regulations of the American Arbitration Association, and such hearing shall be conducted within the city of Phoenix, State of Arizona, in accordance with the laws of such State. Each party shall bear its own legal expenses, provided that, judgment upon award of the arbitrator may be entered into any court having jurisdiction thereof, and may provide for reimbursement of costs, including reasonable attorneys’ fees, to the prevailing party. Notwithstanding the foregoing, the Company may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Any Claims brought by you must be bought in an individual capacity, not as a class member in any representative proceeding. An arbitrator may not consolidate individuals’ claims. The arbitrator will not have authority to award damages in excess of the amount permitted pursuant to this Agreement. The arbitrator shall be authorized to grant any equitable remedy or relief it deems just and equitable and within the scope of this Agreement. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by Arizona law or U.S. federal law.

9.5. External Sites

UpRecruit may provide hypertext links to other websites on the Internet, which are operated by other people. Using an external hypertext link means that you may be leaving UpRecruit’s Website and UpRecruit therefore takes no responsibility for and gives no warranties, guarantees, or representations in respect of the linked websites.

9.6. Force Majeure

Except for payment obligations hereunder, neither party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, Internet service provider failures or delays, civil unrest, war or military hostilities, or criminal acts of third parties.

9.7. Severability; Headings

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 effect their original intent 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. Headings are provided for convenience only.

9.8. Notice

You agree that UpRecruit will provide notices and messages to you either within the Services or sent to the contact information that you provided. You are responsible for providing UpRecruit with your most current email address. If you have provided an invalid email, or such address is not capable of receiving UpRecruit’s notices, UpRecruit’s dispatch of such email will nonetheless constitute effective notice. You may give notice to UpRecruit at the following address: UpRecruit LLC, 1 N 1st Street, Suite 614, Phoenix, AZ, 85004, ATTN: Legal. Notices shall be deemed given when received by UpRecruit delivered by overnight delivery service or first-class postage prepaid mail.

9.9. Assignment

You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of UpRecruit. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder.

9.10. DMCA Notices

UpRecruit has registered a Registered Copyright Agent with the United States Copyright Office, which limits its liability under the Digital Millennium Copyright Act. It is UpRecruit’s policy to terminate the account of any User who repeatedly infringes any copyright upon prompt notification to UpRecruit by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Website and/or Service in a way that constitutes copyright infringement, please provide UpRecruit’s Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the material that you claim is infringing and a description of the location on the Website and/or Service of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for UpRecruit’s Copyright Agent for notice of claims of copyright infringement is as follows: UpRecruit LLC, 1 N 1st Street, Suite 614, Phoenix, AZ, 85004, ATTN: Legal; e-mail: legal@uprecruit.com; telephone: 602-345-0463.

9.11. Electronic Communications

Any communication between you and UpRecruit under or in connection with the Services may be made by electronic mail or other electronic means. You consent to receive communications from UpRecruit electronically, and agree that all terms, conditions, or otherwise, provided to your electronically satisfy any legal requirement that would be satisfied if they were in writing.

9.12. California Users and Residents

Pursuant to California Civil Code Section 1789.3, questions about pricing, complaints, or inquiries must be addressed to UpRecruit’s agent for notice and sent via certified mail to: UpRecruit LLC, 1 N 1st Street, Suite 614, Phoenix, AZ, 85004, ATTN: Legal. California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

9.13. Beta or Evaluation Usage

If UpRecruit indicates any features of functionality as a beta or evaluation ( referred to as the “Beta Service” ), you may use the Beta Service for a period of time as indicated by UpRecruit, pursuant to UpRecruit’s then current fees for the Beta Service, if applicable. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY AGREEMENT YOU MAY HAVE DIRECTLY WITH UPRECRUIT, YOUR USE OF THE BETA SERVICE WILL BE PURSUANT TO UPRECRUIT’S THEN CURRENT TERMS OF SERVICE AND PRIVACY POLICY. UPRECRUIT PROVIDES THESE BETA SERVICE(S) “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, REFUNDS, OR INDEMNIFICATION OF ANY KIND. UpRecruit may discontinue, modify, or begin to charge for use of a Beta Service at any time, and in its sole discretion.

10. SPECIFIC TERMS FOR USE OF THE SERVICES

10.1. Client Specific Terms

After a Client’s registration has been accepted, the Client will be able to: (i) use the Service to search for Candidates; (ii) communicate with Candidates; and (iii) and submit non-binding interview requests ( each a “Request” ). Client agrees to exclusively communicate with any Candidate it finds through the Service for all Requests. Once a Candidate has accepted a Request, Client may utilize other means for communication for engagement with such Candidate. Circumvention of this process or independently attempting to communicate and hire a Candidate through alternative means after discovery of such Candidate on the Service is deemed a material breach of this Agreement. In the event Client circumvents the process set forth herein after discovering a Candidate through the Service and subsequently hires that Candidate within twelve (12) months following the date in which the Client first viewed the Candidate, the Client will pay a Placement Fee equal to 25% of such Candidate’s 1st year base salary offered by Client or prorated contractor compensation and UpRecruit may, in its sole discretion, terminate the Client’s account.

10.2. Placement Fee

If a Candidate identified through use of the Service accepts an Engagement Offer within twelve (12) months of the date on which the Client first viewed the Candidate on or through the Service, the Client will be charged a Placement Fee. For purposes of this Agreement, “Placement Fee” shall refer to UpRecruit’s then-current prevailing list price for Engagement Offers. Client agrees to pay the Placement Fees charged to Client’s account in accordance with the fees, charges, and billing terms in effect at the time the Placement Fee is due and payable hereunder. Notwithstanding the foregoing, in the event of a Placement Fee dispute, the parties shall work together to come to a remedy. Client may be exempt from paying a Placement Fee if the Client establishes with reasonable supporting documents to UpRecruit’s satisfaction that the Client had, in good faith, Active Communication with the Candidate prior to its use of the Service, provided that the final determination of a Placement Fee being owed will be determined by UpRecruit in its sole and absolute discretion. For purposes of this Agreement, “Active Communication” means continuous direct, back & forth communication, in an active recruiting or hiring context where a decision to put a candidate on hold or a rejection has not been made, within the three (3) months prior to using the Service for a Candidate that exists in Client’s applicant tracking system or that was submitted by a recruiting agency.

A Placement Fee will only be collected from you upon a Candidate’s acceptance of an Engagement Offer. If you do not agree with any provision of this Agreement, please terminate your account immediately and cease using any Service. YOUR OBLIGATION TO PAY ANY PLACEMENT FEE SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

10.3. Payment

All fees for the Service, including Placement Fees and any fees set out in a Subscription Agreement, unless stated otherwise in writing are due and payable net thirty (30) days from the date indicated on each invoice sent to Client. In the event a timely payment is not received, the amounts of such fees overdue will bear interest at the lesser rate of (i) 5% per month, or (ii) or the highest rate permissible under applicable law, calculated daily and compounded monthly. Client will reimburse UpRecruit for all costs incurred in collecting any late payments, including, without limitation, attorney’s fees. In addition to all other remedies available under this Agreement or law, UpRecruit shall be entitled to suspend or terminate your account and access to the Services.

UpRecruit may change its fees and billing methods at any time (including to begin charging for services that it is currently providing free of charge) by providing notice to you in accordance with this Agreement.

10.4. Client Credits

In the event: (i) a Client hires a Candidate and terminates such Candidate’s Engagement based on unsatisfactory performance within ninety (90) days of the Start Date; (ii) a Candidate voluntarily terminates his or her Engagement within ninety (90) days of the Start Date; or (iii) Candidate does not start Engagement because either Client or Candidate elects not to begin the Engagement relationship contemplated in the Engagement Offer ( each, a “Termination Event” ), upon written receipt and confirmation of such information, UpRecruit will provide Client a credit for additional Services corresponding to the Placement Fee related to the Candidate who was the subject of the Termination Event if such Placement Fee was paid by Client prior to the Termination Event. No credits shall be provided for Placement Fees pursuant to a contractor to full-time hire conversion or for Services pursuant to a Subscription Agreement. Any applied credit will expire twelve (12) months from date issued.

10.5. Other Client Responsibilities

Client agrees that: (i) if an Engagement Offer is made, you shall provide UpRecruit with such Candidate’s start date ( “Start Date” ), key terms, and compensation, promptly upon the signing of an Engagement Offer letter between you and such Candidate; (ii) you will promptly notify UpRecruit of any changes to the Start Date or offer terms; and (iii) you will promptly notify UpRecruit after termination of any Candidate’s Engagement in the event that (a) such Engagement is terminated based on unsatisfactory performance within ninety (90) days of the date on which it commenced, (b) the Candidate voluntarily terminates Engagement within ninety (90) days of the date on which Engagement commenced, or (c) before the Start Date, either Client or Candidate elects not to begin the Engagement contemplated by the Engagement Offer.

YOU UNDERSTAND THAT UPRECRUIT DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING ANY CANDIDATE, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY CANDIDATE.

10.6. Subscription Agreement

Clients engaged in a Subscription Agreement with UpRecruit ( individually a “Subscription Client” and collectively “Subscription Clients” ) will be charged a subscription fee for the period agreed to between the parties in a Subscription Agreement ( the “Subscription Period” ). During the Subscription Period, the Subscription Client will be able to browse, request, contact (through the Service) and extend Engagement Offers to Candidates listed on the Service. All Engagement Offers must be made for positions located in the territories set forth in your Subscription Agreement. All other territories are excluded unless otherwise agreed to in writing by UpRecruit. Unless otherwise agreed in writing, all Engagement Offers accepted within the Subscription Period will not be subject to any additional fees beyond the fees set forth in the Subscription Agreement.

Contractor Engagements will count towards the number of full-time hires set forth on an order form. In the event of Contractor Engagements in excess of the number of full-time hires as set forth in your Subscription Agreement or following expiration of such Agreement, you will be invoiced by UpRecruit at its then-current rates.

10.7. Candidate-Specific Terms

A Candidate is required to promptly notify UpRecruit if the Candidate: (i) accepts a Client’s offer of employment, whether for an indefinite or fixed term; or (ii) accepts a Client’s offer of Employment Engagement during or within twelve (12) months after termination of a Contractor Engagement with such Client ( each, an “Engagement Offer” ). You agree that: (1) if you receive an Engagement Offer, you shall promptly notify UpRecruit of your Start Date and the key terms of such Engagement Offer (and notify UpRecruit promptly should that Start Date or offer terms change at any time); and (2) you will promptly notify UpRecruit after termination of your Engagement in the event that (a) a Client terminates your Engagement based on unsatisfactory performance within ninety (90) days of the date on which your Engagement commenced, or (b) you voluntarily terminate your Engagement within ninety (90) days of the date on which your Engagement commenced.

Candidate agrees not to attempt to circumvent the Service by independently attempting to communicate with a Client that contacted or communicated with him or her on the Service.

10.8. Contractor Engagements

Clients and Candidates are responsible for any contracts or agreements they may form with respect to any Contractor Engagement. UpRecruit does not control, manage, or provide any guidance with respect to the determination of independent contractor or employee status, subsequent agreements between any Client and Candidate, or services performed by or payments made to the Client pursuant to a Contractor Engagement. Candidates and Clients expressly agree that no joint venture, partnership, employment, or agency agreement exists between them and UpRecruit as a result of this Agreement or any use of the Service, and that UpRecruit is not a joint employer for purposes of this Agreement.

In addition to the indemnification obligations set forth herein, Client and Candidate agree to indemnify, hold harmless and defend UpRecruit from any and all claims, demands, causes of action, losses, damages, liabilities, costs, and expenses, including attorneys’ fees, arising out of or related to their Engagement, including but not limited to any breach of any of Candidate’s representations and warranties, from the death or injury of any person or persons, including employees of Client or Candidate, or from damage or destruction of any work or properties, attributable to or resulting from Engagement with Client, claims misclassification of a Client as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Candidate was misclassified, any claim that UpRecruit was an employer or joint employer of Candidate, as well as breach of agreement, action, inaction, omission or any claims under any employment-related laws, such as those relating to termination of employment, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, minimum wages, payroll taxes, social security or unemployment taxes, or disability insurance, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits required by law.