Partner Terms and Conditions for Recruiters

This is a legal agreement (“Agreement”) between you (“Partner” or “Recruiter”) and SmartRecruiters, Inc. (“SmartRecruiters”) stating the terms that govern your participation in the SmartRecruiters marketplace (“Marketplace”).

1. Relationship With SmartRecruiters: You understand and agree that by becoming a Partner, no legal partnership or agency relationship is created between you and SmartRecruiters. Neither you nor SmartRecruiters is a partner, an agent or has any authority to bind the other. You agree not to represent otherwise. You also certify that you are of the legal age of majority in the jurisdiction in which you reside and you represent that you are legally permitted to become a Partner. This Agreement is void where prohibited by law and the right to become a Partner is not granted in such jurisdictions. Unless otherwise agreed or permitted by SmartRecruiters in writing, you cannot share or transfer any benefits you receive from SmartRecruiters in connection with being a Partner.

2. Partner Benefits. As a Partner, SmartRecruiters offers to you the ability to market and sell products and/or services through the the SmartRecruiters platform (“Site”). SmartRecruiters may change, suspend or discontinue your access to the Site at any time, and may impose limits on certain features or restrict your access to parts or all of the Site without notice or liability.

3. Restrictions. You agree not to exploit the Site in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the Site other than for authorized purposes. Copyright and other intellectual property laws protect the Site, and you agree to abide by and maintain all notices, license information, and restrictions contained therein. Unless expressly permitted herein or otherwise permitted in a separate agreement with SmartRecruiters, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the Site in whole or in part. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of any software or security components of the Site (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by any licensing terms accompanying the foregoing). Use of the Site to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. SmartRecruiters retains ownership of all its rights in the Site, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any SmartRecruiters intellectual property.

4. Recruiter Services. Recruiter shall act as a designated agent of SmartRecruiters for the coordination and fulfillment of the recruitment needs (“Recruiter Services”) of SmartRecruiters’ registered users (“Customer(s)”), as identified by Customers hiring a recruiter through the Site. Recruiter Services shall be provided by Recruiter through its affiliates and/or subcontractors, and SmartRecruiters will pay for such Services in accordance with the terms and conditions of this Agreement. SmartRecruiters will provide Recruiter with the necessary technology, infrastructure, resources and access in order for Recruiter to meet their obligations under the terms of this Agreement. Recruiter shall abide by the terms (primarily those of “Fee Charged,” “Payment Schedule” and “Guarantee”) agreed to by Customer in the course of Recruiter’s selecting certain values from drop-down menus in the “TERMS” section of the “Offer Details” section of the “Create an Offer” process on the Site, and by Customer’s agreeing to such terms.  Recruiter agrees not to engage, contact, pursue or otherwise communicate with Customers through means other than through the Site for the purpose of offering or providing Recruiter Services to those Customers.

5. Direct Delivery.  Partner is eligible to provide Recruiter Services to one single customer on a Direct Delivery basis.  DIrect Delivery is defined as the delivery of Recruiter Services to that single Customer whose invitiation from within the Site to Partner resulted in Partner’s entry into the Marketplace.

6. Fees. SmartRecruiters shall pay to Recruiter 70% (seventy per cent) of fees collected for the fulfillment of the Recruiter Services within 30 days of SmartRecruiters’ collecting such fees, except in the case of fees collected by Recruiter for the fulfillment of Recruiter Services via Direct Delivery. SmartRecruiters disclaims any portion of fees collected by Recruiter for the fulfillment of Recruiter Services via Direct Delivery.

7. Warranties on Recruiter Services. Recruiter represents and warrants that Services will be supplied in a professional, highly skilled manner and to standards not less than those generally accepted in the industry.

8. Confidentiality. As a Partner, you may from time to time be granted access to certain information related to the architecture of the Site or to the business of SmartRecruiters (“SmartRecruiters Confidential Information”). You are expected to maintain the confidentiality of SmartRecruiters Confidential Information. Notwithstanding the foregoing, SmartRecruiters Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of yours, (ii) information that is generally made available to the public by SmartRecruiters, (iii) information that is independently developed by you without the use of any SmartRecruiters Confidential Information, (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (v) any third party software and/or documentation provided to you by SmartRecruiters and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.

9. Amendment; Communication. SmartRecruiters reserves the right, at its discretion, to modify this Agreement, including any rules and policies at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) (“Additional Terms”) communicated to you by SmartRecruiters. All Additional Terms are hereby incorporated into this Agreement by this reference and your continued use of the Site will indicate your acceptance of any Additional Terms. In addition, SmartRecruiters may be sending communications to you from time to time. Such communications may be in the form of phone calls and/or emails and may include, but not be limited to, marketing materials, technical information, and updates and/or changes regarding your participation as a Partner. By agreeing to this Agreement, you consent that SmartRecruiters may provide you with such communications.

10. Term and Termination. SmartRecruiters may terminate or suspend you as a Partner at any time in SmartRecruiters’ sole discretion. If SmartRecruiters terminates you as a Partner, SmartRecruiters reserves the right to deny your reapplication at any time in SmartRecruiters’ sole discretion. You may terminate your participation as a Partner at any time, for any reason, by notifying SmartRecruiters in writing of your intent to do so. Upon any termination or, at SmartRecruiters’ discretion, suspension, all rights and licenses granted to you by SmartRecruiters will cease, including your right to access the Site. Following termination of this Agreement, Sections 1-4 and 7-11 shall continue to bind the parties.

11. SmartRecruiters Independent Development. Nothing in this Agreement will impair SmartRecruiters’ right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, SmartRecruiters will be free to use any information, suggestions or recommendations you provide to SmartRecruiters pursuant to this Agreement for any purpose, subject to any applicable patents or copyrights.

12. No Warranty. SMARTRECRUITERS AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, “SMARTRECRUITERS ” FOR PURPOSES OF THIS SECTION) DO NOT PROMISE THAT THE SITE, OR ANY OTHER INFORMATION OR MATERIALS THAT YOU RECEIVE AS PARTNER (COLLECTIVELY, THE “SERVICE” FOR PURPOSES OF THIS SECTION) WILL BE ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. SMARTRECRUITERS CANNOT ENSURE THAT ANY CONTENT (INCLUDING FILES, INFORMATION OR OTHER DATA) YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. FURTHER, SMARTRECRUITERS DOES NOT GUARANTEE ANY RESULTS OR IDENTIFICATION OR CORRECTION OF PROBLEMS AS PART OF THE SERVICE AND SMARTRECRUITERS DISCLAIMS ANY LIABILITY RELATED THERETO. SMARTRECRUITERS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SMARTRECRUITERS DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST SMARTRECRUITERS FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

13. Disclaimer of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL SMARTRECRUITERS BE LIABLE WITH RESPECT TO THE SERVICE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT SMARTRECRUITERS HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, SMARTRECRUITERS IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICE, SMARTRECRUITERS’ ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO ONE DOLLAR ($1.00).

14. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law provisions.

15. Miscellaneous. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of SmartRecruiters, and no single waiver will constitute a continuing or subsequent waiver. This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of SmartRecruiters. Any nonconforming assignment shall be null and void. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon SmartRecruiters unless made in writing and signed by an authorized representative of SmartRecruiters. The parties hereto confirm that they have requested that this Agreement and all attachments and related documents be drafted in English. SmartRecruiters’ standard Terms and Conditions are incorporated herein by reference, and Partner, by agreeing to this Agreement, is deemed also to have agreed to such terms.

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