BountyJobs TERMS OF USE

This Website Terms of Use Agreement (“Agreement”) is made effective as of the date it has been executed by both parties (“Effective Date”) and describes the terms by which BountyJobs, Inc. (“BountyJobs”) offers entities seeking to hire persons for employment (“Employers”) use of the BountyJobs website www.bountyjobs.com (“Website”) for the purpose of interacting with individuals or entities assisting in the delivery of resumes to employers (“Headhunters”) and persons seeking employment whose resumes are delivered to Employer via the Website (“Candidates”). Each of Employer and BountyJobs shall sometimes hereinafter individually be referred to as “Party”, or together as “the Parties”. For good and sufficient consideration, the receipt of which is acknowledged hereby, the Parties agree as follows:

1. General

BountyJobs is an on-line marketplace that connects employers and Headhunters. Employer shall pay BountyJobs in accordance with the terms identified on Exhibit A and any order forms executed by both Parties under this Agreement. BountyJobs shall not be deemed a trustee, employer, employee or agent of Employer, Headhunters or Candidates. Employers, Headhunters or Candidates shall not be deemed employees, subcontractors or agents of BountyJobs.

2. Website Restrictions

2.1. Employer is entirely responsible for the content it posts (including, but not limited to, Job Postings and company descriptions) to the Website. When Employer posts content to the Website, it thereby represents and warrants that: (i) the posting is not obscene, libelous or slanderous, does not violate any applicable law, regulation, or rule, including without limitation those related to labor and employment; (ii) its access to and use of the Website will be in accordance with this Agreement and with any applicable laws or regulations.

2.2. Employer agrees not to do any of the following: (i) notwithstanding anything to the contrary contained herein, use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Website other than the search engine and search agents available from BountyJobs on the Website and other than generally available third party web browsers; (ii) attempt to decipher, decompile, disassemble or reverse engineer any of the software embodied in the Website; (iii) use the Website to contact others in an attempt to circumnavigate BountyJobs; (iv) solicit or accumulate Candidate resumes to promote such Candidate to potential employers outside of the Website; and (v) use, or access the Website for the purpose of initiating, advising, developing, operating a product or on-line marketplace in competition with the Website.

2.3. BountyJobs requires Headhunters to pledge that if a Headhunter successfully places a Candidate with Employer, then Headhunter may not knowingly, until the twelve (12) month anniversary of that Candidate’s Start Date initiate communication for the purpose of representation with any employees of Employer. For the avoidance of doubt, Headhunters may represent such employees, but only if communications are initiated by the given employee.

2.4. Employer hereby represents and warrants that for the duration of this Agreement and for twelve (12) months thereafter, Employer shall not directly hire, contract with, or otherwise solicit or obtain services (other than through the Website) from any Headhunter who Employer was first introduced to by means of using the Website, without the express written permission of BountyJobs.

2.5. If Employer hires a Candidate submitted outside of the Website in an attempt to circumvent BountyJobs, Employer has an obligation to pay BountyJobs a Bounty Award equal to either (i) the commission percentage identified by Employer in the job posting, multiplied by the Candidate’s base annual salary or (ii) if the position was not posted on the Website, 20% of the Candidate’s base annual salary. Employer acknowledges that a Headhunter that submits such Candidate forfeits its portion of any Bounty Award due for that Candidate.

3. Postings and Rights

3.1. By posting a job to the Website (a “Job Posting”), Employer agrees that BountyJobs may use that Job Posting in the normal course of business of running the Website. Employer hereby authorizes BountyJobs to include Employer’s name on its standard customer list, in a manner consistent with, and of no greater prominence than, the identification of other users.

3.2. The Website, including without limitation, all copyrights and patents relating thereto and BountyJobs trademarks used thereon, is the sole and exclusive property of BountyJobs.

4. Reporting of Violations

4.1. As BountyJobs asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If Employer believes that material located on or linked to by the Website violates its intellectual property rights, it is encouraged to notify BountyJobs. If Employer suspects that a user has violated its rights, or has posted content that is obscene, lewd, lascivious, excessively violent, harassing, objectionable, or otherwise in violation of this Agreement, a BountyJobs policy or the law, Employer is encouraged to report the suspected violation to BountyJobs at help@bountyjobs.com.

5. Communications with BountyJobs

5.1. Except as herein expressly provided, all notices or requests required to be given under this Agreement and all other communications related to this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, sent by overnight courier or telefax or mailed, first class, by registered or certified mail return receipt requested, addressed as follows, and shall be effective when received. All notices and other communications to BountyJobs required under this Agreement shall be directed to BountyJobs; 1114 Lost Creek Blvd., Suite 420, Austin, TX 78746 or help@bountyjobs.com. All notices and other communications to Employer required under this Agreement shall be directed to the individual identified on the service order agreement.

6. Marketplace Risks

6.1. Employer agrees and acknowledges that: (i) BountyJobs acts as a venue for employers to post Job Postings and Headhunters to submit Candidates, and BountyJobs does not screen or censor the listings offered. BountyJobs is not involved in the actual transaction between Employer and Headhunters; (ii) BountyJobs has no control over the quality, safety or legality of the resumes posted, the truth or accuracy of the listings, the ability of Headhunters to fill job openings and BountyJobs makes no representations about any resumes or content on the Website; (iii) BountyJobs reserves the right, but has no obligation, to monitor interactions between Employer and other users of the Website; (iv) There are risks associated with Employer’s use of the Website, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses; and (v) Because user authentication on the Internet is difficult, BountyJobs cannot and does not confirm that each Headhunter and Candidate is who they claim to be.

6.2. BountyJobs is not an employer or agent with respect to Employer’s use of the Website and BountyJobs shall not be responsible for any employment decisions, for whatever reason made, made by Employer. BountyJobs cannot guarantee and does not promise any specific results from use of the Website. No advice or information, whether oral or written, obtained by Employer from BountyJobs or the Website shall create any warranty not expressly stated herein.

7. Disclaimer of Warranties and Limitation of Liability

7.1. The Website is provided “as is” and BountyJobs makes no representations or warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, BountyJobs makes no representation or warranty that Employer’s access to or use of the website will be uninterrupted or error-free. Some Jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers and limitations of liability may not apply to Employer.

7.2. Notwithstanding anything to the contrary contained herein, except for obligations of an indemnifying party, no Party will be liable to any other Party for incidental, indirect, consequential, special, punitive or exemplary damages of any kind – including lost revenues or profits, loss of business or loss of data – arising out of or related to this Agreement or the services provided hereunder (including without limitation as a result of any breach of any warranty or other term of this Agreement), regardless of whether the Party allegedly liable was advised, had other reason to know, or knew the possibility thereof. Moreover, except for obligations related to indemnification obligations or posting content, in no event will the aggregate liability for any and all claims arising out of or related to this Agreement exceed the fees paid for use of the Website during the one year period prior to the date a claim is made. The Parties agree that this limitation of liability represents a reasonable allocation of risk. Some states do not allow limitations on damages, so the above limitation may not apply.

7.3. BountyJobs requires that Headhunters pledge to comply, upon Employer’s request, with all aspects of the OFCCP Regulations at 41 CFR Part 60-1 which relate to the definition of internet applicants and all related record-keeping requirements. Employer agrees and acknowledges that BountyJobs does not and cannot determine whether Headhunters comply with such a pledge.

8. Indemnity

8.1. Employer shall defend, indemnify and hold harmless BountyJobs and its shareholders, directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, and licensors (collectively, “BountyJobs Indemnified Parties”) from and against any and all alleged or actual damages, costs, liabilities, and fees (including without limitation reasonable attorney’s fees) that arise from or relate to any and all alleged or actual claims, actions, demands, causes of action and other proceedings (“Claims”) (i) brought by a Candidate, provided that such Claim arises from or relates to Employer’s actions or omissions; or (ii) arising out of or relating to: (A) Employer’s breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (B) Employer’s access to or use of the Website. The BountyJobs Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by Employer of any Claim for which Employer is required to defend, indemnify or hold harmless the BountyJobs Indemnified Parties (“Indemnified Claim”), provided that Employer’s obligation to pay BountyJobs’ attorney’s fees shall only extend to BountyJobs’ reasonable attorney’s fees. Employer may not settle any Indemnified Claim without the prior written consent of the concerned BountyJobs Indemnified Parties.

8.2. BountyJobs shall defend, indemnify and hold harmless Employer and its shareholders, directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, and licensors (collectively, “Employer Indemnified Parties”) from and against any and all Claims arising out of or relating to any allegation that the Website, or Employer’s use thereof in accordance with this Agreement, violates the copyright, trademark, or patent rights of any third party. The Employer Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by BountyJobs of any Claim for which BountyJobs is required to defend, indemnify or hold harmless Employer Indemnified Parties, provided that BountyJobs’ obligation to pay Employer’s attorney’s fees shall only extend to reasonable attorney’s fees. BountyJobs may not settle any indemnified Claim without the prior written consent of the concerned Employer Indemnified Parties.

9. Term and Termination

9.1. This Agreement shall commence on the Effective Date and shall continue until the earlier of (i) termination by either party as set forth below, or (ii) the expiration of all subscription terms as those are specified in all proposals executed by both Parties under this Agreement.

9.2. Should Employer (i) cease to use the Website or (ii) terminate the Agreement for any reason other than for cause as specified below (each an “Early Termination”), Employer agrees to continue to pay BountyJobs, in addition to all other amounts owed, the subscription fee for the remainder of the subscription term.

9.3. This Agreement may be terminated by a party if the other party has failed to cure a material breach of its obligations under this Agreement for thirty (30) consecutive days after receiving a detailed written request to cure. Such termination shall be at no additional cost or penalty to the terminating party. Upon any termination for cause by Employer, BountyJobs shall refund to Employer any prepaid fees covering the remainder of the subscription term after the effective date of termination.

9.4. Notwithstanding the foregoing, expiration or termination of this Agreement for any reason shall not relieve Employer of the obligation to pay any (i) fees accrued or payable to BountyJobs prior to the effective date of expiration or termination, and (ii) Bounty Awards for hiring a Candidate submitted by Headhunter, as described in Exhibit A, even if such hire occurs after the effective date of expiration or termination.

9.5. Neither party shall be responsible for any delay or failure of performance resulting from causes beyond its reasonable control, including, without limitation, acts of God, nature, riots, acts of war, fire, flood, earthquake, interruption in utilities or other disasters (any such event, a “Force Majeure Event”); provided, however, that it will resume performance as soon as reasonably practicable.

9.6. Without limiting any of its other remedies, BountyJobs has the right (though not the obligation) to, in its sole discretion and without limitation, terminate the account of, or deny access to and use of the Website to, any Employer user for any reason, including without limitation any actual or reasonably suspected violation of this Agreement or any BountyJobs policy.

10. Survival

10.1. Termination of this Agreement shall not affect either of the Parties’ accrued rights or liabilities, or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination, including but not limited to: the second paragraph of Postings and Rights, Disclaimer of Warranties and Limitation of Liability, Indemnity, Term and Termination, Survival, Miscellaneous, and Exhibit A.

11. Miscellaneous

11.1. The Parties acknowledge that each Party has requested that this Agreement, all ancillary documents and this Website be drawn up in the English language only. Access to the Website may not be legal by certain persons or in certain countries. If Employer accesses this Website from outside of the United States, it does so at its own risk and is responsible for compliance with the laws of its jurisdiction.

11.2. This Agreement, together with any order forms executed by both Parties, constitutes the entire agreement between BountyJobs and Employer concerning the subject matter hereof, and it may only be modified by notice signed by an authorized executive of BountyJobs and Employer. If any part of this Agreement is held invalid or unenforceable, that part will be altered and construed to reflect as nearly as possible the Parties’ original intent, and the remaining portions will remain in full force and effect. Employer may assign its rights under this Agreement only with the express written permission of BountyJobs, whose consent will not be unreasonably withheld. This Agreement may only be amended in writing executed by each Party. This Agreement shall be governed by the laws of the State of New York, without regard to its principles of the conflicts of laws.

Exhibit A – BOUNTY AWARD PAYMENT TERMS

With respect to each posted job for which a Candidate is hired by Employer, the fee payable by Employer to BountyJobs will equal either (A) the flat fee identified by Employer in the job posting; or (B) the product of (i) the commission percentage identified by Employer in the job posting; multiplied by (ii) the base annual salary associated with the posted job as of the Start Date (each of (A) and (B) the “Bounty Award”). Employer’s obligation to pay the Bounty Award to BountyJobs accrues on Start Date.

Employer will pay to BountyJobs all Bounty Award amounts invoiced within thirty (30) days of the date upon which a Candidate becomes Employer’s employee (“Start Date”). All Bounty Award payments exclude all withholding, services, VAT, sales, use and other taxes that might be imposed on such payments, which taxes are the responsibility of Headhunter or Employer.

If Employer hires a Candidate for a different position than the position for which Headhunter submitted the Candidate prior to the six (6) month anniversary of the date upon which Employer received such Candidate’s resume, then Employer has an obligation to pay BountyJobs the Bounty Award, as defined above, calculated using the base annual salary associated with the position actually filled by such Candidate, or the flat fee if such was identified for the position such Candidate was originally submitted to.

Employer shall not be liable to pay a Bounty Award if it provides notice to Headhunter that it obtained Candidate’s resume from outside the Website within six (6) months prior to receipt of Candidate’s resume from Headhunter.

• Employer must enter the Candidate’s Start Date and the base annual salary associated with the relevant posted job on the Website as soon as possible after the date upon which Employer hired Candidate.
• BountyJobs will email Employer an invoice for each Bounty Award on the Candidate Start Date. Employer agrees and acknowledges that Headhunters are the intended third-party beneficiaries of its obligation to pay the Bounty Award.
• If two Headhunters submit the same Candidate for the same job posting and the Candidate is hired by Employer, the Headhunter that submitted the Candidate first will be entitled to the Bounty Award.
• If a Candidate that Employer hires via the BountyJobs Website does not remain employed by Employer for the whole Initial Period, Employermay request that the Bounty Award Employer paid for the Candidate be refunded to Employer. For job postings that offer fixed fee Bounty Awards or a commission percentage of between ten percent (10%) and less than or equal to nineteen percent (19%), the “Initial Period” shall be the first sixty (60) days after the relevant Start Date. For job postings that offer a commission percentage greater than or equal to twenty percent (20%), the “Initial Period” shall be the first ninety (90) days after the relevant Start Date. BountyJobs has no obligation to refund a Bounty Award to Employer if (i) the Candidate leaves Employer’s employ in connection with a downsizing or company layoffs; or (ii) Employer fails to pay the Bounty Award within thirty (30) days of the Start Date.
• Upon receiving a request from Employer for a refund, BountyJobs will contact the Headhunter who submitted the Candidate to Employer to confirm that the Candidate is no longer employed by Employer. The Headhunter will have three (3) business days to respond to such a request. If the Headhunter agrees that the Candidate is no longer employed by Employer or, if the Headhunter does not respond to BountyJobs’ inquiry within three (3) business days, the Bounty Award will be refunded to Employer.
• In the event of any dispute between Employer and Headhunter concerning a Candidate’s termination, Employer records demonstrating termination shall be conclusive evidence that such termination occurred.
• Notwithstanding anything in this Agreement to the contrary, if at Employer’s request BountyJobs has paid the Bounty Award to the Headhunter prior to the sixty (60) day anniversary of the Start Date, then BountyJobs will not be obligated to refund any amounts to Employer in excess of the sum of the relevant BountyJobs administrative fee.
• For the avoidance of doubt and subject to the foregoing paragraph, BountyJobs’ refund of any Bounty Award to Employer is not conditioned upon BountyJobs’ recovery of amounts due from Headhunter.
• For the avoidance of doubt, all references in this Agreement to receipt of Bounty Awards insofar as they appertain to Headhunters shall be net of any administration costs or fees.

EXHIBIT B – PERMANENT HIRE BOUNTY AWARD TERMS

With respect to each Job Posting for which a Candidate is directly hired by Employer, the fee payable by Employer to BountyJobs will equal either (A) the flat fee identified by Employer in the Job Posting; or (B) the product of (i) the commission percentage identified by Employer in the Job Posting; multiplied by (ii) the base annual salary associated with the posted job as of the Start Date (each of (A) and (B) the “Permanent Hire Bounty Award”). Employer’s obligation to pay BountyJobs accrues on the date upon which a Candidate becomes Employer’s employee (“Start Date”) and this date shall be the Invoice Date for the Permanent Hire Bounty Award.

1. Permanent Hire Bounty Award Process

1.1. Employer must enter the Candidate’s Start Date and the base annual salary associated with the relevant posted job on the Website as soon as possible after the date upon which Candidate has accepted an offer of employment from Employer.

1.2. BountyJobs will email Employer an invoice for each Permanent Hire Bounty Award on the Start Date.

2. Permanent Hire Bounty Award Refunds

2.1. If a Candidate that Employer hires via the BountyJobs Website does not remain employed by Employer for the duration of the BountyJobs money-back guarantee period (“Guarantee Period”), Employer may request that the Permanent Hire Bounty Award Employer paid for the Candidate be refunded to Employer. For Job Postings that offer a fixed fee or a commission percentage of between ten percent (10%) and less than or equal to nineteen percent (19%), the Guarantee Period shall be the first sixty (60) days after the relevant Start Date. For Job Postings that offer a commission percentage greater than or equal to twenty percent (20%), the Guarantee Period shall be the first ninety (90) days after the relevant Start Date.

2.2. BountyJobs has no obligation to refund a Permanent Hire Bounty Award to Employer if (i) the Candidate leaves Employer’s employ in connection with a downsizing or company layoffs; or (ii) Employer fails to pay the Permanent Hire Bounty Award according to the terms of this Agreement.

2.3. Upon receiving a request from Employer for a refund, BountyJobs shall contact the Headhunter who submitted the Candidate to Employer to confirm that the Candidate is no longer employed by Employer. The Headhunter will have three (3) business days to respond to such a request. If the Headhunter agrees that the Candidate is no longer employed by Employer or, if the Headhunter does not respond to BountyJobs’ inquiry within three (3) business days, the Permanent Hire Bounty Award shall be refunded to Employer.

2.4. In the event of any dispute between Employer and Headhunter concerning a Candidate’s termination, Employer records demonstrating termination shall be conclusive evidence that such termination occurred.

2.5. Notwithstanding anything in this Agreement to the contrary, if at Employer’s request BountyJobs has paid the Permanent Hire Bounty Award to the Headhunter prior to the sixty (60) day anniversary of the Start Date, then BountyJobs will not be obligated to refund any amounts to Employer in excess of the sum of the relevant BountyJobs administrative fee.

2.6. For the avoidance of doubt and subject to the foregoing section, BountyJobs’ refund of any Permanent Hire Bounty Award to Employer is not conditioned upon BountyJobs’ recovery of amounts due from Headhunter.