TERMS OF USE APPLICABLE TO COMPANY’S USE OF CAREERBUILDER’S SAAS PRODUCTS

1. Introduction. Please read this page carefully. It contains the terms of use (the “Terms of Use”) governing Company’s access to and use of software products and services provided by CareerBuilder, LLC or one of its divisions or affiliates (collectively, “CareerBuilder”). If Company does not accept these Terms of Use or it does not meet or comply with their provisions, it may not use the Services. These Terms of Use are effective as of June 10, 2014.

2. Binding Agreement. These Terms of Use (as they may be amended from time to time by CareerBuilder), together with Company’s Service Agreement, form a binding agreement (the "Agreement") between Company and CareerBuilder. Company’s access to or use of the CareerBuilder Services indicates its acceptance of these Terms of Use. CareerBuilder reserves the right to suspend or terminate Company’s access and use of Services at any time if CareerBuilder determines that Company is in breach of these Terms of Use.

3. Certain Definitions. The following definitions apply to this Agreement:

3.1 “Aggregate Data” means de-identified aggregated data or information regarding Candidates’ educational or career history (including, by way of example and not limitation, aggregate data relating to Candidates’ occupation, location, salary, education and experience).

3.2 "Candidate” means any third-party individual (including Members, as such individuals are defined in the Service Agreement) (i) whose job application, cover letter, resume, Talent Network registration, job application, evaluations, or other related information is stored or processed through use of the Services; or (ii) who visits a Talent Network.

3.3 “CareerBuilder Content” means web pages, web forms, images, text, information, data and other content made available through the Services by CareerBuilder, other than the Company Materials.

3.4 “Company” means the person or entity that has licensed the Services via the Service Agreement and includes such person or entity’s employees.

3.5 “Company Content” means images, text, logos, branding elements, and other content provided by Company to be displayed in, incorporated into, or distributed through the Services for Company, but excluding the Company Data.

3.6 "Company Data” means any documents, files, information or data stored or processed through use of the Services that concerns Company’s business, job openings or recruiting practices, or any of Company’s employees, recruiters, clients (if Company is a recruiter) or Candidates. Company Data includes, without limitation, the names, addresses, telephone numbers, e-mail addresses, social security numbers, and any other personally identifiable information of Company’s employees, recruiters, or clients (if Company is a recruiter). Company Data does not include (a) Aggregate Data or other information or data regarding usage or performance of the Services that are not linked to or associated with personally identifiable information; (b) information or data collected directly by Third Party Providers from Company or any Users (as described in Section 14.2 below); or (c) any CareerBuilder Content.

3.7 “Company Materials” means, collectively, Company Content, Company Data and Company Marks.

3.8 “Company Marks” means the Company domain names, trademarks, service marks, trade dress, trade names, corporate names, and logos.

3.9 “Confidential Information” means all trade secrets and other nonpublic information obtained by a party under this Agreement that relates to the other party's business or technology, including without limitation its products, Company lists, development and marketing plans, and financial information.

3.10 "Service Agreement” means the Talent Network, Luceo Applicant Tracking, and Supply and Demand Service Agreement between CareerBuilder and Company, or any other services agreement between CareerBuilder and Company in which these Terms of Use have been incorporated by reference, regarding use of the Services.

3.11 “Services” means the Software, products, and services made available to Company by CareerBuilder or its agents via an online interface and specified more fully in the Service Agreement.

3.12 “Software” means (i) the software programs, tools, kits, and object libraries, (ii) all third-party or open source code embedded therein, and (iii) any upgrades, updates, releases, fixes, enhancements or modifications to the foregoing (collectively, “Upgrades”).

3.13 "User" means a single Company employee, recruiter, or other individual who has access to the Services pursuant to Company’s authorization under Section 6 of these Terms of Use.

3.14 "User Account" means an account with CareerBuilder through which a User can access and use the Services.

4. Intellectual Property.

4.1 CareerBuilder Intellectual Property Rights. The CareerBuilder Content and Services and all right, title and interest in and to the CareerBuilder Content and the Services are the sole property of CareerBuilder or its licensors, and are protected by United States and foreign copyright, trademark and other laws. The CareerBuilder Content and Services are licensed and are not sold. Except for the limited licenses expressly granted to Company in this Agreement, CareerBuilder reserves for itself and its licensors all other rights, title and interest. “CareerBuilder,” "Luceo," the CareerBuilder and Luceo design logos and certain other names or logos are service marks or trademarks of CareerBuilder, and all related product and service names, design marks and slogans are the service marks or trademarks of CareerBuilder. Company must retain all copyright, trademark, service mark and other proprietary notices contained on the CareerBuilder Content on any authorized copy that Company may make of the CareerBuilder Content.

4.2 License. Subject to the terms and conditions herein, CareerBuilder hereby grants Company a limited, non-exclusive non-transferable license during the term of this Agreement to (a) use the Services only for Company’s internal business use, and (b) download, store, print, and display the CareerBuilder Content only as reasonably necessary for Company to use the Services. Subject to the terms and conditions herein, Company hereby grants CareerBuilder a limited, non-exclusive non-transferable license during the term of this Agreement to use the Company Materials solely to provide the Services.

4.3 Restrictions on Use. Company may not sell, transfer, distribute, sublicense or assign any of the Services or CareerBuilder Content or its rights to any of the Services or CareerBuilder Content to any third party, or use them in any other way for public or commercial purpose. Company may not alter, reverse engineer, decompile, disassemble or attempt to derive source code from the Services or its technology. Company will not use or access the Services to: (a) build a competitive product or service, (b) make or have made a product or service with similar features, functions, text, graphics or other content, (c) make derivative works based upon the Services or CareerBuilder Content, (d) copy any features, functions, text, or graphics of the Services or the CareerBuilder Content, or (e) provide services to others except as specifically authorized in the Service Agreement. Notwithstanding anything to the contrary contained herein, this prohibition includes: (x) copying or adapting the HTML code used to generate web pages used to provide the Services; and (y) aggregating, copying or duplicating in any manner any of the CareerBuilder Content or information available via any of the Services, without the express written consent of CareerBuilder. The use of the CareerBuilder Content on any other web site or in a networked computer environment for any purpose is strictly prohibited. The CareerBuilder Content and Services are not considered to be works for hire and Company may duplicate such CareerBuilder Content and Services only for the purposes outlined in the Agreement.

4.4 Use of Aggregate Data. Company understands and agrees that CareerBuilder has the right to collect, extract, compile, synthesize, and analyze Aggregate Data. CareerBuilder may use such Aggregate Data for any lawful business purpose without a duty of accounting to Company, provided that the data and information is used only in an aggregated and anonymized form so that it cannot be identifiable as relating to Company or any one Candidate or User.

4.5 Suggestions. Company hereby grants to CareerBuilder a nonexclusive, perpetual and irrevocable license to use any suggestions, recommendations or other feedback regarding the Services provided by Company (including by its Users) to CareerBuilder ("Suggestions”), in any manner and for any purposes whatsoever without compensation of any kind.

5. Company Data and Company Content.

5.1 Ownership. Company shall own all Company Materials, including all personally identifiable Candidate profile data (such as a Candidate’s name associated with a particular email address, telephone number, educational information or career history).

5.2 Responsibility for Data. Company represents, warrants and covenants that any Company Materials provided by Company for use in connection with the Services will not violate any laws or regulations or third-party proprietary rights, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. Company will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Company Materials. Company hereby grants CareerBuilder a non-exclusive license to use, copy, modify, store, transmit and display Company Materials solely to the extent reasonably required to provide and maintain the Services for Company’s use.

5.3 Data Extracts. Certain standard extracts of Company Data and Company Content stored on the Services are available in a standard format (e.g., text or CSV file) upon termination of the service at no additional charge (please see Section 13.2 (regarding Talent Network) and Section 14.3 (regarding Luceo) for additional information concerning the specific data available to Company upon termination). Upon request, additional standard or custom extracts may be available at additional cost. Whether a data extraction is “custom” and subject to additional costs shall be at CareerBuilder’s sole discretion. CareerBuilder does not warrant that all or that any particular elements of Company Data and Company Content can be extracted and made available independent of the Services. Company shall have forty-five (45) days from the termination of the Agreement to request a copy of the Company Data and Company Content from CareerBuilder; and, if requested, CareerBuilder shall use commercially reasonable efforts to provide a copy of that data within fifteen (15) days. After such forty-five (45) day period, CareerBuilder shall have no obligation to maintain or provide any Company Data or Company Content and shall thereafter, unless legally prohibited, have the right to delete all Company Data and Company Content in its systems or otherwise in its possession or under its control and delete all records related to Company’s use of the Services

6. Account Security; Acceptable Use.

6.1 Account Security. Company’s User Account and any related Services accessed through such account are to be accessed and used solely by Company. Upon Company’s successful registration for a User Account, it will be provided with a unique password that will permit it to access the account. Company may not provide its password or otherwise permit access to its User Account to any third party. Company is responsible for maintaining the confidentiality of its information and password. Company agrees to protect and keep its password confidential, to change its password on a regular basis, and to maintain appropriate and regularly updated malware scanning and cleaning tools on its network and individual computer(s). COMPANY ACKNOWLEDGES THAT ANY PERSON WITH ACCESS TO COMPANY’S USERNAME(S) AND PASSWORD(S) MAY BE ABLE TO ACCESS COMPANY’S USER ACCOUNTS (INCLUDING COMPANY DATA AND COMPANY CONTENT THAT COMPANY OR ITS USERS HAVE STORED OR PROCESSED USING THE SERVICE). COMPANY ACCEPTS ALL RISKS OF UNAUTHORIZED USE OF ITS USER ACCOUNTS ARISING FROM COMPANY’S FAILURE TO MAINTAIN THE CONFIDENTIALITY OF ITS PASSWORD AND HEREBY RELEASE CAREERBUILDER FROM ANY LIABILITY IN CONNECTION WITH ANY SUCH UNAUTHORIZED ACCESS. Company agrees to promptly notify CareerBuilder if it discovers or otherwise suspects any security breaches related to the Service, including any unauthorized use or disclosure of a username or password.

6.2 Acceptable Use of the Services. The Services are intended to assist Company in building an employment referral program and driving Candidates through Company’s job search and job application process (the “Intended Purpose”). Company may use the Services subject to the licensing language in section 4 and only for the Intended Purpose. Company is specifically prohibited from using the Services to send unsolicited email or other electronic communications, including by way of sending electronic messages that offer, advertise, market or promote a product or service. Further, Company shall not use the Services to (i) forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or providing false or misleading representations in the sender information, subject line, locator, or content of any electronic message; (ii) alter transmission data without consent; (iii) harvest e-mail or other electronic addresses through automated means without consent; or (iv) take any other action that is inconsistent with these Terms of Use, misleading or incomplete, or in violation of any applicable law, statute, code, rule, or regulation.

6.3 Allocation of Responsibility. CareerBuilder assumes no responsibility and makes no guarantees regarding: (i) the truthfulness, accuracy, completeness, timeliness or reliability of any Documents posted by Candidates; and (ii) the activities, omissions or other conduct of Candidates or of any third-party operated system, such as an applicant tracking system, utilized by Company. Certain of the Services act as a portal for the online distribution and publication of information by both Candidates and Company, and CareerBuilder has no obligation to screen communications or information in advance and is not responsible for screening or monitoring Documents posted by Candidates or by Company. Company agrees that any reliance on Documents posted by Candidates, or on any other form of communication with Candidates, will be at Company’s own risk.

Company agrees that it is solely responsible for the content of any Company Materials that it posts to the Services and any consequences arising from such posting. If notified by a Candidate of Company Materials which allegedly do not conform to these Terms of Use, CareerBuilder shall work with Company in good faith to mutually decide whether to remove or request the removal of such Company Materials. Company understands and agrees that CareerBuilder has the right, but not the obligation, to review and approve the Company Materials prior to their inclusion on the Talent Network; provided that such approval shall not be unreasonably withheld, conditioned or delayed.

7. Confidentiality.

7.1 Non-Disclosure of Confidential Information. The party receiving Confidential Information (the "Receiving Party”) shall not disclose Confidential Information to any third party without the prior written consent of the party disclosing such confidential information (the "Disclosing Party”) and shall restrict dissemination of Confidential Information within its own organization to those employees who have a need to have access to the Confidential Information. The Receiving Party agrees to protect Confidential Information by using at least the same degree of care as it would use to protect its own information of like importance, but in no case less than reasonable care. Each party shall take appropriate measures, and in no event less than reasonable measures, by instruction and written agreement, with confidentiality terms no less stringent than those herein, prior to disclosure to such employees to protect against unauthorized use or disclosure.

7.2 Exceptions to Confidential Information. The obligations in Section 7.1 do not apply to Confidential Information which: (a) was rightfully in possession of or known to the Receiving Party without any obligation of confidentiality prior to receiving it from the Disclosing Party, as evidenced by the Receiving Party’s records; (b) is or becomes publicly available without breach of this Agreement by the Receiving Party; (c) becomes known or available to the Receiving Party from a source other than the Disclosing Party without a restriction on use or disclosure of such Confidential Information; (d) is independently developed by the Receiving Party without use of the Confidential Information; or (e) is required to be disclosed by the Receiving Party pursuant to an order issued by a court or other governmental authority, provided that the Receiving Party (i) provides the Disclosing Party prior written notice of such obligation so as to give the Disclosing Party a reasonable opportunity to oppose such disclosure or obtain a protective order, unless prohibited by law from doing so, and (ii) discloses Confidential Information only to the extent legally required.

7.3 Injunctive Relief. The parties acknowledge that the unauthorized use or disclosure of Confidential Information may cause irreparable harm to the disclosing party. Accordingly, the parties agree that the disclosing party shall be entitled to seek equitable relief, including injunctive relief, in addition to all other remedies available at law for any threatened or actual breach of this Agreement with respect to Confidential Information.

7.4 Ownership. Each party shall retain all right, title and interest to such party’s Confidential Information disclosed to the other party. Subject only to the Receiving Party’s limited use of the Confidential Information for the purpose set forth above, the Receiving Party acknowledges and agrees that nothing in this Agreement shall be construed as granting or implying any rights, license or otherwise, to any Confidential Information disclosed pursuant to this Agreement whether under any trademark, patent or copyright, or application of same which are now or thereafter may be obtained by such party. The Receiving Party shall not violate any of the Disclosing Party’s intellectual property or other rights in or to the Confidential Information.

8. Warranties, Warranty Disclaimers and Limitations on CareerBuilder’s Liability.

8.1 Warranties. Each party represents and warrants that it has the legal power and authority to enter into the Agreement. Company represents and warrants that (a) it has neither falsely identified itself nor provided any false information to gain access to the Services, (b) its billing information is and at all times will be correct, and (c) it shall use and operate the Services in accordance with all laws that apply to its operations.

8.2 WARRANTY DISCLAIMERS.

(a) THE WARRANTIES EXPRESSLY STATED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY CAREERBUILDER. THE SERVICES AND CAREERBUILDER CONTENT ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. CAREERBUILDER, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. CAREERBUILDER MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES OR CAREERBUILDER CONTENT.

(b) WITHOUT LIMITATION ON THE FOREGOING:

(i) CAREERBUILDER DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF COMPANY’S USE OF THE SERVICES RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, CAREERBUILDER IS NOT RESPONSIBLE FOR THOSE COSTS.

(ii) COMPANY ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR COMPANY’S PURPOSES. IN PARTICULAR, CAREERBUILDER DOES NOT WARRANT THAT THE SERVICES (INCLUDING ANY REPORTS, FORMS, NOTICES, DISCLOSURES, DATA SETS OR OTHER ITEMS PROVIDED TO COMPANY THROUGH THE SERVICES) WILL SATISFY ANY LEGAL, REGULATORY, REPORTING, RECORDKEEPING, PRIVACY OR OTHER REQUIREMENTS THAT MAY BE APPLICABLE TO COMPANY OR COMPANY’S CLIENTS.

(iii) CAREERBUILDER DOES NOT WARRANT THAT THE SERVICES WILL MEET COMPANY’S EMPLOYMENT OBJECTIVES OR THAT THE SERVICES WILL RESULT IN CANDIDATES BEING HIRED, POSITIONS BEING FILLED OR EMPLOYEES BEING RETAINED. CAREERBUILDER IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR ANY BUSINESS, EMPLOYMENT, HIRING AND/OR SALARY DECISIONS, FOR WHATEVER REASON MADE, MADE BY COMPANY OR COMPANY’S CLIENTS.

8.3 DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.

(a) IN NO EVENT SHALL CAREERBUILDER (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR IN CONNECTION WITH SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CAREERBUILDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO COMPANY. IF ANY SUCH LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN CAREERBUILDER’S MAXIMUM LIABILITY TO COMPANY FOR ANY INDIRECT DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.

(c) IN NO EVENT SHALL CAREERBUILDER (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF THE AMOUNTS ACTUALLY PAID BY COMPANY TO CAREERBUILDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

(d) NOTWITHSTANDING THE FOREGOING, CAREERBUILDER’S TOTAL EXPENDITURES WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1 SHALL NOT EXCEED AN AMOUNT EQUAL THE AGGREGATE OF THE AMOUNTS ACTUALLY PAID BY COMPANY TO CAREERBUILDER UNDER THIS AGREEMENT IN THE TWELVE MONTHS PRIOR TO THE CLAIM.

(e) DUE TO THE NATURE OF THIS AGREEMENT, IN ADDITION TO MONEY DAMAGES, COMPANY AGREES THAT CAREERBUILDER WILL BE ENTITLED TO SEEK EQUITABLE RELIEF UPON A BREACH OF THIS AGREEMENT BY COMPANY.

9. Indemnification.

9.1 Indemnification by CareerBuilder. CareerBuilder will, at its sole expense, defend, indemnify, and hold harmless Company and its affiliates, successors and assigns (collectively, the "Company Indemnified Parties") from and against any and all damages, losses, costs and expenses (including any reasonable attorney's fees and expenses), which the Company Indemnified Parties pay to third parties to the extent arising out of any claim, suit, action, or proceeding brought against a Company Indemnified Party alleging that the Services, or use thereof in accordance with this Agreement, infringes the copyright, patent right, or trademark right, or misappropriates the trade secrets, of a third party. In case of such a claim, CareerBuilder may, in its discretion, procure a license that will protect Company against such claim without cost to Company, modify or replace the Services to avoid such infringement, or if CareerBuilder deems such remedies not practicable, CareerBuilder may terminate the Services and the Agreement without fault, provided that in case of such a termination, Company shall receive a pro-rata refund of the license fees prepaid for use of the Services not yet furnished as of the termination date. This Section states Company’s sole and exclusive remedies, and CareerBuilder’s sole and exclusive liability, for infringement or claims alleging infringement relating to the Services or the Content.

9.2 Indemnification by Company. Company will, at its sole expense, defend, indemnify, and hold harmless CareerBuilder and its affiliates, successors and assigns (collectively, the "CareerBuilder Indemnified Parties”) from and against any and all damages, losses, costs and expenses (including any reasonable attorney's fees and expenses), which the CareerBuilder Indemnified Parties pay to third parties in connection with any claim, suit, action, or proceeding brought against a CareerBuilder Indemnified Party to the extent arising out of (a) any Users’ use of or inability to use the Services, (b) any hiring or employment-related claims arising from or in connection with Company’s use of the Services or any Third Party Services or (c) an allegation that the Company Materials or any other content, data or information supplied by Company, or the use thereof in accordance with this Agreement, infringes the copyright, patent right, or trademark right, or misappropriates the trade secrets, of a third party.

9.3 Indemnification regarding Company Data. Company will, at its sole expense, defend, indemnify, and hold harmless the CareerBuilder Indemnified Parties from and against any and all damages, losses, costs and expenses arising from any third party subpoena, discovery request or compulsory legal order or process that seeks or requires CareerBuilder to produce Company Data and/or other Company-related information or data, including, without limitation, prompt payment to CareerBuilder of all costs reasonably incurred by CareerBuilder as a result including, but not limited to, attorney fees, court costs, and CareerBuilder’s staff time in responding to such third party subpoena or compulsory legal order or process at CareerBuilder’s then applicable hourly rates.

9.4 Notice of Indemnification. In case of any claim that is subject to indemnification under this Agreement, the party that is indemnified ("Indemnitee”) shall provide the indemnifying party ("Indemnitor”) reasonably prompt notice of the relevant claim. Indemnitor shall defend and/or settle, at its own expense, any demand, action, or suit on any claim subject to indemnification under the Agreement. Each party shall cooperate in good faith with the other to facilitate the defense of any such claim and shall tender the defense and settlement of any action or proceeding covered by this Section to the Indemnitor upon request. Claims may be settled without the consent of the Indemnitee, unless the settlement includes an admission of wrongdoing, fault or liability.

10. Termination and Notice.

10.1 Termination. Either party may terminate this Agreement upon thirty (30) day’s written notice if the other party breaches a material provision of this Agreement and fails to cure that breach within the thirty (30) day notice period. If, at any time during the course of this Agreement, Company should terminate the Agreement, not to include Company’s termination (i) in the case of breach of this Agreement by CareerBuilder or (ii) as otherwise permitted by Section 4 of the Service Agreement, Company understands and agrees that CareerBuilder shall be entitled to receive all payments from Company for the Services used by Company up to the date of termination and payment for fifty percent (50%) of the remaining unused portion of the Service Agreement.

10.2 Notices. All notices shall be in writing and deemed given upon: (i) when received by the addressee if sent by a nationally recognized overnight courier; (ii) the second business day after mailing; or (iii) the first business day after sending by email, except that email shall not be sufficient for notices of termination or regarding a claim under section 9. Notices shall be sent to the parties as follows:

CareerBuilder:

CareerBuilder, LLC
200 North LaSalle Street, Ste. 1100
Chicago, IL 60601
Attn: Legal Department

Company: The address submitted by Company in its Service Agreement.

11. Modification of Services; Amendments to these Terms of Use.

CareerBuilder reserves the right at any time to modify or discontinue, temporarily or permanently, the Service with or without notice. CareerBuilder may revise these Terms of Use at any time by posting an updated version of these Terms of Use to the CareerBuilder website, including the date on which the Terms of Use were updated. Revisions to these Terms of Use will be binding on Company beginning on the date they are posted on the CareerBuilder website (or as otherwise stated in the revised Terms of Use or any notice of such revisions). Any use of the Services after such revisions will be considered acceptance by Company of such revisions (including any exhibits thereto). Any new or different terms supplied by Company are specifically rejected by CareerBuilder unless CareerBuilder agrees to them in a signed writing specifically including those new or different terms.

12. General.

This Agreement is governed by the internal substantive laws of the State of Illinois, excluding its conflict of laws principles. Any dispute arising under this Agreement shall be resolved exclusively by arbitration in the City of Chicago, Illinois, USA, under the commercial rules of the American Arbitration Association before a single arbitrator. The parties will share the arbitration fees equally. Any award will be enforceable in any court of competent jurisdiction and will not be inconsistent with the terms of this Agreement. Nothing herein shall prevent a party’s application to a court of law for injunctive relief to prevent irreparable harm. The sole relationship between Company and CareerBuilder is that of independent contractors. CareerBuilder shall not be liable for any delay or failure to perform due to causes beyond its reasonable control. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, which shall remain in full force and effect. Sections 4.1, 4.3 through 4.5, 5.1 and 6 through 12 shall survive termination of this Agreement. Company may not assign or transfer its obligations under this Agreement. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. The Service Agreement and these Terms of Use constitute the entire agreement between Company and CareerBuilder regarding Company’s use of the Services and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

13. Talent Network.

If, in its Service Agreement, Company has purchased Talent Network from CareerBuilder, then the additional terms in this section 13 shall apply to Company’s use of the Talent Network.

13.1 Defined Terms: The following definitions apply to Talent Network Services:

(a) “Document” refers to any posting to the Talent Network made by a Candidate.

(b) “Launch” refers to the date upon which all Templates have been created and Content is available at the Talent Network’s designated domain and accessible to the general public. Launch is expected to occur within 60 days of contract execution.

(c) "Talent Network” is a recruiting platform operated by CareerBuilder which will be customized to operate on a mutually agreeable domain and will incorporate Company Marks and Company Materials into the Templates. For purposes of clarity, the Templates are part of the Talent Network.

(d) “Template” refers to any customized branded collection of web pages, in their entirety, and includes a unique combination of Content and Services as applicable in the context. Each Template will have a unifying design and will describe and promote a particular job type offered by Company or further information about the work environment offered by the Company.

13.2 Data Extracts Available to Company Upon Termination of Talent Network Services. Upon termination of Talent Network Services, Company shall receive (i) a copy of all Candidate resumes stored on behalf of the Company by CareerBuilder in a standard format (e.g., text or CSV file) and (ii) a copy of all Candidate information, including contact information (if provided).

14. Luceo.

If, in its Service Agreement, Company has purchased Luceo Services from CareerBuilder, then the additional terms in this section 14 shall apply to Company’s use of the Luceo Services. Luceo services are purchased as subscriptions. Additional subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added. Any added subscriptions will terminate on the same date as the underlying subscriptions. Additional Services may be purchased during a subscription term at CareerBuilder’s then current rate for such Services.

14.1 Registration; Account Security. Company’s Service Agreement specifies the number of User Accounts of each User type for which Company is licensed. Company may not exceed the number of User Accounts for each User type specified on the Service Agreement. Further, Company may not enable a User Account to have access levels exceeding the User type of the User Account (for example, provide a Standard User Account with Premium User Account access levels). If Company exceeds the number of licensed User Accounts for any User type, Company will be billed for such excess at the current contracted rate.

Company may create User Accounts for any persons whom it authorizes to use the Subscription Services on its behalf, including, but not limited to, recruiters and contractors. Company is solely responsible for any access to and use of the Services accessed through its User Accounts or otherwise by Users, including by Candidates. The Subscription Services permit Company to establish different levels of security and information access on a User by User basis. Company is solely responsible for the creation and management of such security levels including, but not limited to, granting and terminating individual User access to information and/or to the Services as a whole, as appropriate. In addition, Company understands and agrees that it is solely responsible for informing Users of their rights and responsibilities with respect to the Services and entering into agreements as appropriate with respect to such User’s use of the Services, including, but not limited to, as appropriate disclosure of information management practices with respect to data and documents provided by such Users.

14.2 Third Party Providers. The Services may enable Company to access and use other services not provided by CareerBuilder ("Third Party Services"), such as onboarding or pre-employment background investigations. The Services also contain certain links to websites of Third Party Providers as well as functionality to transmit job listings or other information or data to Third Party Services. Such Third Party Services are provided directly to Company by third party service providers ("Third Party Providers”), are not part of the Services, and are subject to change by such Third Party Providers. Any exchange of data or other interaction between Company and a Third Party Provider, and any purchase by Company of any product or service offered by a Third Party Provider, is solely between Company and such Third Party Provider. Third Party Services are provided to Company pursuant to such fees and other terms and conditions as may be agreed between Company and the Third Party Provider pursuant to a separate agreement. CareerBuilder provides access and links to Third Party Services, and transmits information and data to Third Party Services, solely as a convenience to Company and not as an endorsement by CareerBuilder. Company uses such Third Party Services solely at its own risk. CareerBuilder is not responsible for and makes no representations or warranties with respect to any Third Party Services, the actions of any Third Party Providers, or the handling of Company’s information or data once CareerBuilder transmits it to a Third Party Provider pursuant to Company’s instructions.

14.3 Data Extracts Available to Company Upon Termination of Luceo Services. Upon termination of Luceo Services, Company shall receive a copy of all Candidate resumes stored on behalf of the Company by CareerBuilder in a standard format (e.g., text or CSV file). Company also will receive excel files containing (i) Candidate information (such as name, address and work history); (ii) requisitions forms (describing employment positions sourced by Company through the Luceo Services); and (iii) current assignments (status of open requisitions).

15. Supply And Demand.

If in Company’s Service Agreement the Company is purchasing “Supply and Demand” or “MySupply” services (collectively, “Workforce Analytics Services”), the following additional terms apply to Company:

Workforce Analytics Services are purchased as subscriptions. Additional subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added. Any added subscriptions will terminate on the same date as the underlying subscriptions. Additional Workforce Analytics Services may be purchased during a subscription term at CareerBuilder’s then current rate for such Services.

CareerBuilder hereby grants Company a limited, non-exclusive, non-assignable, worldwide right and license to: (a) store and use any Workforce Analytics Services for Company’s internal management, reference or informational purposes, and (b) distribute copies of any reports generated by the Workforce Analytics Services (each a “Report”), subject to the conditions that (i) such copies may be distributed only in printed or static electronic PDF format, (ii) in providing a copy of any Report to a recipient, Company may not charge the recipient any kind of fee or other consideration, and (iii) Company shall not remove or modify any branding, marks, copyright or trademark notices, or any other notices or disclaimers set forth in any Report without CareerBuilder’s prior written consent, or otherwise modify the Report in any way so as to falsely or otherwise misrepresent its content. Further, Company may not issue press releases or make other public statements regarding any Report, or the contents or conclusions in same, without the express written consent of CareerBuilder.