A. YepJob General Terms of Service

1. Job Content

The jobs contained in YepJob’s search results, or linked from those results, are created by people over whom YepJob exercises no control. You acknowledge and understand that we have no control for the content of the job listings or other information posted therein. YepJob’s job search results are indexed in an automated manner and YepJob does not have any obligation to screen these jobs. YepJob also does not promise to include any job in its search results and may exclude any job link for any reason or for no reason. We cannot confirm that users or employers are who they claim to be. YepJob assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any job listing, information, or web site that is either included in YepJob’s search results or linked to by the Website.

The Website contains links to other sites on the Internet which are owned and operated by third party vendors and other third parties (the “External Sites”). You acknowledge that YepJob is not responsible for the availability of, or the materials located on or through any External Sites. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or the materials located on such External Sites.

2. Use of YepJob

YepJob’s Website is for your personal, non-commercial use only, if you have no other agreement with YepJob. If you wish to make commercial use of the Website, or if you wish to purchase YepJob services utilizing the Website, you must enter into an agreement with YepJob to do so in advance. Please contact us for more information. We reserve the right at all times (but will not have an obligation) to terminate users, reclaim usernames or URLs for any reason.

3. User Content

Some parts of the Website, such as message boards, job listings, and forums, may allow users to post text, job solicitations, resumes, information, images, audio, video, messages, and other materials, (any such materials a user submits, posts, displays, or otherwise makes available on the Website is referred to as “User Content”). Such functionality is designed to help readers obtain career and company information, facilitate communication, discuss ways to make career decisions, and to let users know of job opportunities. This User Content is provided by outside contributors, many of whom use anonymous screen names. They may occasionally post User Content, including messages or statements that are misleading, deceptive, or downright wrong. YepJob does not endorse and is not responsible for any opinion, advice, information, or statement contained in the User Content made or displayed on the Website by third parties. You acknowledge that by accessing the Website, you may come into contact with content that you find harmful, offensive, threatening, indecent or objectionable and you acknowledge that YepJob shall have no liability to you for the content including, but not limited to explicit language and other potentially offensive material.

Users of the Website must not post User Content or information that is unlawful, fraudulent, discriminatory, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable or that contains sexual, ethnic or racial or other discriminating slurs, or material which contains no relevant or constructive content, which goes beyond profanity into obscenity or abhorrence, or which is otherwise in violation of the law. Users are also prohibited from posting any User Content that contains proprietary information, trade secrets or confidential information. User Content may not contain any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or encourage or cause spamming or flooding.

When you create a Career Site or post a job solicitation on YepJob, whether part of the YepJob Ads program or as a free posting, you agree that all of YepJob’s terms, including the YepJob Privacy and Cookie policies apply to you and to the applicants applying through such Sites or solicitations. You also agree that YepJob shall utilize its YepJob Apply email relay function for such job solicitations and that applicants to those jobs and utilizing such Career site shall apply through YepJob Apply. If you post a job solicitation on YepJob with questions to applicants, you agree to be responsible for the content of such questions. You agree that YepJob may reject or remove any job listing or any part of any Career Site or any screening question for any or no reason. You shall indemnify and defend YepJob, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of your posting a job on YepJob, using screening questions, or creating a Career Site.

You are prohibited from posting any User Content containing official identification information (whether your own or of another person) on the Website, such as social security number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier. Posting such identification information may lead to identity theft and other adverse consequences. YepJob may remove such numbers but does not undertake any obligation to do so and undertakes no responsibility and disclaims all liability for posting of such numbers.

Although YepJob has no obligation to do so, YepJob may monitor messages posted on the Website and reserves the right to delete any User Content or portion thereof which violate the above rules, messages, topics that are unrelated to the specific portion of the Website on which they are posted, advertisements, recruiting or other commercial messages, and any other User Content that YepJob deems in its sole discretion is inappropriate. If you believe a message violates our policies, please contact YepJob immediately so that we can consider its editing or removal. YepJob does not promise to remove any User Content and interpretation of whether User Content violates any YepJob policy always remains within the sole discretion of YepJob.

YepJob reserves the right to disclose all User Content and other relevant information and the circumstances surrounding their transmission to any third party in order to operate the Website properly; to protect itself, its partners and its visitors; and to comply with legal obligations or governmental requests. This means YepJob may honor court-mandated requests to reveal a user’s electronic address and identity.

Without limiting the generality of the foregoing, YepJob reserves the right (but are under no obligation) to remove any job listings that directly or indirectly discriminate against applicants. Direct discrimination means that a job listing specifically makes it clear that they only want applicants that match a certain criteria, thereby excluding others because of their gender, race, age or disability. Indirect discrimination means that a job listing implicitly excludes certain classes of applicants by making it impossible for them to qualify for the job requirements. You understand and agree that it is your responsibility to refrain from posting any job listings that contain direct or indirect discrimination.

Please note: Section 230 of the U.S. Communications Decency Act provides that:

(1) Treatment of publisher or speaker

No provider or user of an interactive computer service shall be treated as the publisher or speaker of any information provided by another information content provider.

(2) Civil liability

No provider or user of an interactive computer service shall be held liable on account of-

(A) any action voluntarily taken in good faith to restrict access to or availability of material that the provider or user considers to be obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable, whether or not such material is constitutionally protected; or

(B) any action taken to enable or make available to information content providers or others the technical means to restrict access to material described in paragraph (1).

4. Rights to Use Materials

To the maximum extent permitted by law, if you post content or submit material to YepJob, including photographs, including material you submit for a job solicitation hosted on YepJob, you grant YepJob a nonexclusive, worldwide, perpetual, irrevocable (except as described herein), fully paid, royalty-free, sublicensable (through multiple layers of sub-licensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such content and materials for any purpose without restriction. Furthermore, you grant YepJob, its affiliates, and sublicensees the right to use your name and/or user name in connection with the content. When you apply for a job, through YepJob Apply, you are sending your resume and application information to YepJob, and asking YepJob to share that information with a third party. As an employer, when you respond to or contact a jobseeker who has used the YepJob Resume product, or YepJob Apply, you are sharing that information with YepJob and asking us to share it with the jobseeker. When you, an employer or job candidate, send materials through YepJob Apply and YepJob Resume, YepJob may use those materials for data analysis, quality control, and to provide better search quality and candidate quality results for job seekers and employers. YepJob may also note if the words of a job seeker’s resume match the words of certain job descriptions, in order to improve service to job seekers and employers. You represent and warrant that: (i) you own the content posted by you on or through the Website or otherwise have the right to grant the license set forth in this section, (ii) the posting and use of your content on or through the Website does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity, and (iii) the posting of your content on the Website does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, damages, and any other monies owed to any person or entity by reason of content you post on or through the Website. You agree to defend and indemnify YepJob and its affiliates from any claims resulting from any content or materials you provide hereunder. If you wish to revoke your license grant for any such content, please send a certified letter of request to the postal address listed above with a copy of your passport or national identity card (for identity verification purposes) and request removal of such content. Your certified letter of request must include (a) the signature of the applicable rights holder for such content or a person authorized to act on behalf of the rights holder; (b) identification of the content for which the license is to be revoked and information reasonably sufficient to allow YepJob to locate and remove the content on the Website; (c) your name, address, telephone number, and email address; (d) a statement that you have a good faith belief that you are the rights holder or authorized by the rights holder to revoke the license for the designated content; and (e) a statement that the information in the request is accurate, and under penalty of perjury, that you are the rights holder or are authorized to act on behalf of the rights holder with respect to such materials. There may be a charge for answering and executing such a request; please contact YepJob for more details.

At your discretion, you may provide feedback to YepJob concerning the functionality and performance of the Website from time to time, including, without limitation, identifying potential errors, improvements, modifications, bug fixes, or enhancements (“Feedback”). If you, through your evaluation or otherwise, suggests any Feedback, you hereby grant YepJob a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple layers of sublicensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such Feedback and materials for any purpose without restriction. You agree that YepJob may disclose that Feedback to any third party in any manner and you agree that YepJob has the ability to sublicense all Feedback in any form to any third party without restriction. By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place YepJob under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your Feedback, YepJob does not waive any rights to use similar or related ideas previously known to YepJob, or developed by its employees, or obtained from sources other than you.

5. Website Rules

You agree not to access (or attempt to access) the Website by any means other than through the interface that is provided by YepJob, unless you have been specifically allowed to do so in a separate agreement with YepJob. You agree that you will not engage in any activity that interferes with or disrupts the Website (or the servers and networks which are connected to the Website). Unless you have been specifically permitted to do so in a separate agreement with YepJob, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Website for any purpose. You agree that you are solely responsible for (and that YepJob has no responsibility to you or to any third party for) any breach of your obligations under this Agreement and for the consequences (including any loss or damage which YepJob may suffer) of any such breach.

You agree you shall not transmit to YepJob or upload as part of the Website any Harmful Code or use or misappropriate the data on the Website for your own commercial gain. “Harmful Code” shall mean any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission. Without limiting the foregoing and by way of example only, users may not:

• Generate or facilitate unsolicited commercial email (“spam”). Such activity includes, but is not limited to
  • sending messages in violation of the USA CAN-SPAM Act or any other applicable anti-spam law
  • imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam
  • data mining any YepJob property to find contact information
  • sending messages to users who have asked not to be contacted
  • selling, exchanging or distributing to a third party the contact information of any person without such person’s knowing and continued consent to such disclosure
  • using YepJob Resume contacts in contravention to YepJob policy, as determined by YepJob and indicated by low response rates from those persons contacted.
• Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content
• Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature
• Conduct or forward pyramid schemes and the like
• Transmit content that may be harmful to minors
• Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email
• Illegally transmit another’s intellectual property or other proprietary information without such owner’s or licensor’s permission
• Use the Website to violate the legal rights (such as rights of privacy and publicity) of others
• Promote or encourage illegal activity
• Interfere with other YepJob users’ enjoyment of the Website
• Create multiple user accounts in connection with any violation of the Agreement or create user accounts by automated means or under false or fraudulent pretenses
• Sell, trade, resell or otherwise exploit for any unauthorized commercial purpose or transfer any YepJob account
• Modify, adapt, translate, or reverse engineer any portion of the Website
• Remove any copyright, trademark or other proprietary rights notices contained in or on the Website
• Reformat or frame any portion of the web pages that are part of the Website without YepJob’s explicit permission
• Contact other YepJob users about multi-level marketing (MLM) programs, jobs that require payment to start, and any topics YepJob considers detrimental to its users
• Create multiple YepJob accounts without permission
• Bypass any limitations or suspensions of functionality
• Provide false information in the course of using the Website

YepJob reserves the right to use the content of messages or material sent through or to the Website or YepJob to prevent potentially illegal activities and activities that are detrimental to other users. YepJob reserves the right to use a variety of methods to detect and address anomalous activity and screen content to prevent abuse such as spam. These efforts may on occasion result in a temporary or permanent suspension or termination of some functions for some users.

6. Registration – Email Address Provision

Some areas of the Website, including setting up an YepJob account, require you to register or provide an email address. If you register, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (including your email address) and (b) be responsible for the confidentiality and use of your username and password and not transfer or resell your use of or access to the Website to any third party. YepJob is not responsible and disclaims all liability if your email is used improperly and falsely by a third party.

We reserve the right at all times (but will not have an obligation) to terminate users, reclaim usernames or URLs.

7. Change In Service and Terms

YepJob may modify or terminate the Website from time to time, for any reason, and without notice. YepJob reserves the right to modify this Agreement from time to time without notice so check back often to review this Agreement.

8. Disclaimer of Warranties

YepJob disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in the YepJob results or posted on the Website by YepJob or third parties. YepJob disclaims any responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material. YepJob disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Website or on other sites on the Internet accessed through the Website. Under no circumstances shall YepJob be liable to you or any user on account of that user’s use or misuse of or reliance on the YepJob Website.

THE WEBSITE, AND ALL MATERIALS, INFORMATION, USER CONTENT, PRODUCTS AND SERVICES INCLUDED IN THE WEBSITE ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EITHER EXPRESS OR IMPLIED. YepJob AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. YepJob AND ITS LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE YepJob SERVICES. YepJob AND ITS LICENSORS DISCLAIM, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE WEBSITE. YepJob AND ITS LICENSORS DISCLAIM ANY WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED BY YepJob.

YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE WEBSITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

9. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL YepJob OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER’S USE OR MISUSE OF OR RELIANCE ON THE WEBSITE, ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, OR OTHERWISE, EVEN IF YepJob OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE WEBSITE, FROM RELIANCE OR DAMAGE CAUSED BY INFORMATION POSTED ON THE WEBSITE, FROM INABILITY TO USE THE WEBSITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE. THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL FURTHER APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE WEBSITE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

Without limiting the foregoing, under no circumstances shall YepJob or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

10. Claims of Infringement

U.S. Copyright Infringement.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by YepJob infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information as required by 17 USC. § 512(c)(3)(A): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow YepJob to locate the material on the site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send YepJob a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Website should be sent to YepJob Copyright Notice by email (privacy @ YepJob.com) (remove spaces when sending email). We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Other Claims of Infringement.

For claims of infringement that do not involve US copyrights, please contact us via our Website contact form.

11. Governing Law and Dispute Resolution

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in the federal or state courts located in Travis County, Texas. Each of the Parties hereby consent to the exclusive personal jurisdiction of the federal or state courts located in Montreal, Quebec, Canada.

12. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by YepJob. This Agreement, together with any amendments and any additional agreements you may enter into with YepJob in connection with the Website, shall constitute the entire agreement between you and YepJob concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

By using the Website, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. The materials on the Website are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of YepJob’s proprietary rights in them.

You understand and acknowledge that YepJob or its licensors owns all right title and interest to the Website and all proprietary rights associated therewith. YepJob reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the materials accessed through the Website other than your content. Any use of materials or descriptions; any derivative use of the Website or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Website or any materials contained therein.

Change of Address: If you change your billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be under contract with the same YepJob party for the remainder of the month in which you made the change. At the next month, your contract will be with the YepJob party identified in the first paragraph of this Agreement.

Any notices to YepJob must be sent to the applicable YepJob entity identified in the first paragraph of this Agreement via certified first class or air mail or overnight courier, are deemed given upon receipt, and must reference the Program that is the subject of the notice ( i.e., YepJob Resume Program, YepJob Ads Program, or YepJob Publisher Program). Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in your YepJob Ads interface).

You may not assign or delegate any of your rights or obligations hereunder without YepJob’s prior written consent and any such attempt is void. YepJob may freely assign or delegate its rights and obligations hereunder without notice to you. YepJob and you and YepJob Partners are not legal partners or agents, but are independent contractors.

USE OF SERVICES BY MINORS

The Services are not directed to individuals under the age of eighteen (18), and we request that these individuals do not provide Personal Information through the Services.

B. YepJob Resume Program Terms

These YepJob Resume Program Terms (“Agreement”) are entered into by you and (1) YepJob Inc., yepjob.com. Any references to “YepJob” shall mean YepJob Inc.. “You” means the party listed on the account you create and you represent you have the authority to agree to this Agreement for yourself and/or that party. You represent and warrant that you are authorized to act on behalf of yourself and/or any party for which you utilize the YepJob Resume Program. You hereby agree and acknowledge:

1. The Program

Use of the YepJob Resume Program (“Program”) on or through online and/or mobile services, web sites, and software provided on or in connection with the services or web sites (collectively, the “Website”) is subject to all applicable YepJob terms and policies, including current best practice guidelines, which may be modified at any time. You shall not use any information obtained from the Website except for internal use in selecting and contacting prospective job candidates.

IMPORTANT NOTICE : YOU EXPRESSLY AGREE THAT: in purchasing or obtaining access to the Program, you agree that you are paying YepJob the amount indicated so that YepJob will send an email message indicating your interest to the email address that the relevant resume submitter has provided to YepJob. YepJob does not guarantee that the email address is still in use, that the email is received, that the email is read, that the email is acted upon by any potential candidate or that the candidate’s resume is valid in all respects. In addition, in accord with the General Terms of Service and Privacy Policy stated above, you expressly agree that YepJob does not allow its Resume Contact service to be used in a spam like manner, which YepJob defines as sending requests for job positions to persons who are, as indicated by YepJob experience and job candidate behavior and reaction, unsuited for the role. YepJob reserves the right to block any such messages and cancel YepJob Resume service for any user who, in YepJob's sole discretion, violates such a term.

2. Cancellation

You may not cancel an order for YepJob to send an email to the email address provided to YepJob.

3. Your Information

You represent and warrant that all information you provide to YepJob is correct and current. You represent to YepJob that you are an employer interested in considering the person on the relevant resume as a potential employee.

4. Disclaimer and Limitation of Liability

YepJob EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE EMAIL ADDRESS THAT HAS BEEN PROVIDED TO YepJob IS VALID, THAT THE EMAIL SENT BY YepJob AT YOUR REQUEST WILL REACH THE INTENDED RECIPIENT, THAT THE INTENDED RECIPIENT OF THE EMAIL SENT BY YepJob AT YOUR REQUEST WILL READ THE EMAIL, THAT THE INTENDED RECIPIENT OF YOUR REQUEST WILL ACT UPON THE EMAIL. YepJob EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE.

EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND YOUR BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO YepJob BY YOU FOR THE YepJob RESUME SERVICE GIVING RISE TO THE CLAIM.

5. Payment

You shall be charged if, and as, indicated by the Website. If you are located outside of the United States, you may pay any charges in the following currencies, which you choose when creating an account: US Dollars, Euro, UK Pounds, Canada Dollars, Australian Dollars, Swiss Francs, or Japanese Yen. You shall pay additionally for any taxes that may apply in addition to charges quoted by YepJob, at the time of purchase or at a later date. You are responsible for paying (y) all taxes and government charges, and (z) reasonable expenses and attorney fees YepJob incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the charge. You agree that you will not cancel credit card charges via arrangements with your credit card issuer. Refunds (if any) are at the sole discretion of YepJob and only in the form of credit for YepJob services. You acknowledge and agree that any credit card and related billing and payment information that you provide to YepJob may be shared by YepJob with companies who work on YepJob’s or your behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to YepJob and servicing your account. YepJob may also provide such information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. YepJob shall not be liable for any use or disclosure of such information by such third parties. The price indicated for Brazil is a net remittance to YepJob Ireland net of withholding income tax (IRRF) and net of service withholding tax (ISS). All withholding tax remittances to the government are Your sole responsibility and YepJob shall have no liability whatsoever therefor.

6. Indemnification

You shall indemnify and defend YepJob, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of any contact you have with the intended email recipient.

7. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by YepJob. This Agreement, together with any amendments and any additional agreements you may enter into with YepJob in connection with the Website, shall constitute the entire agreement between you and YepJob concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

By using the Website, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. The materials on the Website are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of YepJob’s proprietary rights in them.

You understand and acknowledge that YepJob or its licensors owns all right title and interest to the Website and all proprietary rights associated therewith. YepJob reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the materials accessed through the Website other than your content. Any use of materials or descriptions; any derivative use of the Website or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Website or any materials contained therein.

Change of Address: If you change your billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be under contract with the same YepJob party for the remainder of the month in which you made the change. At the next month, your contract will be with the YepJob party identified in the first paragraph of this Agreement.

Any notices to YepJob must be sent to the applicable YepJob entity identified in the first paragraph of this Agreement via certified first class or air mail or overnight courier, are deemed given upon receipt, and must reference the Program that is the subject of the notice ( i.e., YepJob Resume Program, YepJob Ads Program, or YepJob Publisher Program). Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in your YepJob Ads interface).

You may not assign or delegate any of your rights or obligations hereunder without YepJob’s prior written consent and any such attempt is void. YepJob may freely assign or delegate its rights and obligations hereunder without notice to you. YepJob and you and YepJob Partners are not legal partners or agents, but are independent contractors.

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in the federal or state courts located in Travis County, Texas. Each of the Parties hereby consents to the exclusive personal jurisdiction of the federal or state courts located in Montreal, Quebec, Canada.

C. YepJob Ads Program Terms

These YepJob Ads Program Terms (“Agreement”) are entered into by you and (1) YepJob Inc., YepJob.com. Any references to “YepJob” shall mean YepJob Inc. when you access or use the website. “You” means the party listed on the account you create and you represent you have the authority to agree to this Agreement for that party. You represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, any third party for which you generate Keyword Ads or Sponsored Job Ads. You hereby agree and acknowledge:

1. The Program

Use of the YepJob Ads Program (“Program”) on or through online and/or mobile services, web sites, and software provided on or in connection with the services or web sites (collectively, the “Website”) is subject to all applicable YepJob terms and policies, including without limitation the YepJob Privacy Policy (http://YepJob.com/legal#privacy) and those instructions provided on the Website, if you are using the Ads Program, through our on-line forms. YepJob policies may be modified at any time. In purchasing Keyword Ads or Sponsored Job Ads (“Sponsored Ads”), you are solely responsible for all: (a) keywords, ad, and job targeting options (collectively “Targets”) and all ad or job content and target URLs (” Creative”), whether generated by or for you; and (b) websites proximately reachable from Creative URLs and your services and products (collectively “Services”). You shall protect your passwords and take full responsibility for your own, and third party, use of your accounts. Sponsored Ads may be placed on (y) any content or property provided by YepJob (” YepJob Property”), and (z) any other content or property provided by a third party (“Partner”) upon which YepJob places Sponsored Ads or provides job search results (“Partner Property”). YepJob or Partners may modify, reject or remove any Sponsored Ad for any or no reason. You shall direct only to YepJob communications regarding Sponsored Ads on Partner Properties.

2. Cancellation

Unless otherwise stated in an Insertion Order or other agreement to advertise with YepJob, you may independently cancel online any advertisement at any time (such cancellation is generally effective within 24 hours). YepJob may immediately cancel the Program or this Agreement at any time with notice. YepJob may modify the Program or this Agreement at any time without liability and your use of the Program after notice that this Agreement has changed indicates acceptance of the updated Agreement. Sections 1, 3, 4, 5, 6, 7 and 8 will survive any expiration or termination of this Agreement.

3. Prohibited Uses

You shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions or clicks; or (b) advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country where your advertisement is displayed. You represent and warrant that (x) all your information is correct and current; (y) you hold and grant YepJob and Partners all rights to copy, distribute and display Creative and Targets (“Use”); and (z) such Use and websites linked from your Sponsored Ads (including services or products therein) will not violate or encourage violation of any applicable laws. Violation of these policies may result in immediate termination of this Agreement or your account without notice and may subject you to legal penalties and consequences.

4. Disclaimer and Limitation of Liability

WITH RESPECT TO THE PROGRAM AND YOUR USE THEREOF, YepJob DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. YepJob disclaims all guarantees regarding positioning or the levels or timing of: (i) costs per click, (ii) click through rates, (iii) delivery of any impressions on any Partner Property or YepJob Property or sections of such properties, (iv) clicks or (v) conversions for any Creative or Targets. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND YOUR BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO YepJob BY YOU FOR THE SPONSORED ADS GIVING RISE TO THE CLAIM.

5. Payment

You shall be charged based on actual clicks or other billing methods you may choose online. If you are located in the United States, you shall pay all charges in US dollars. If you are located outside of the United States, you may pay all charges in the following currencies, which you choose when creating an account: US Dollars, Euro, UK Pounds, Canada Dollars, Australian Dollars, Swiss Francs, or Japanese Yen. Charges are exclusive of taxes, including VAT. You will be charged VAT as applicable and appropriate. You are responsible for paying (y) all taxes and government charges, and (z) reasonable expenses and attorney fees YepJob incurs collecting late amounts. You waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on YepJob’s click measurements. YepJob’s determination of click count shall be binding. Refunds (if any) are at the absolute discretion of YepJob and only in the form of advertising credit for YepJob Properties. You acknowledge and agree that any credit card and related billing and payment information that you provide to YepJob may be shared by YepJob with companies who work on YepJob’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to YepJob and servicing your account. YepJob may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. YepJob shall not be liable for any use or disclosure of such information by such third parties. The price indicated for Brazil is a net remittance to YepJob Ireland net of withholding income tax (IRRF) and net of service withholding tax (ISS). All withholding tax remittances to the government are Your sole responsibility and YepJob shall have no liability whatsoever therefor.

6. Indemnification

You shall indemnify and defend YepJob, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Program use, Targets, Creative, Website, and Services and breach of the Agreement.

7. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by YepJob. This Agreement, together with any amendments and any additional agreements you may enter into with YepJob in connection with the Website, shall constitute the entire agreement between you and YepJob concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

By using the Website, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. The materials on the Website are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of YepJob’s proprietary rights in them.

You understand and acknowledge that YepJob or its licensors owns all right title and interest to the Website and all proprietary rights associated therewith. YepJob reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the materials accessed through the Website other than your content. Any use of materials or descriptions; any derivative use of the Website or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Website or any materials contained therein.

Change of Address: If you change your billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be under contract with the same YepJob party for the remainder of the month in which you made the change. At the next month, your contract will be with the YepJob party identified in the first paragraph of this Agreement.

Any notices to YepJob must be sent to the applicable YepJob entity identified in the first paragraph of this Agreement via certified first class or air mail or overnight courier, are deemed given upon receipt, and must reference the Program that is the subject of the notice ( i.e., YepJob Resume Program, YepJob Ads Program, or YepJob Publisher Program). Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in your YepJob Ads interface).

You may not assign or delegate any of your rights or obligations hereunder without YepJob’s prior written consent and any such attempt is void. YepJob may freely assign or delegate its rights and obligations hereunder without notice to you. YepJob and you and YepJob Partners are not legal partners or agents, but are independent contractors.

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in the federal or state courts located in Travis County, Texas. Each of the Parties hereby consent to the exclusive personal jurisdiction of the federal or state courts located in Montreal, Quebec, Canada.

D. YepJob Publisher Program Terms

This agreement between You (“Publisher”) and YepJob Inc., sets out the terms and conditions (“Agreement”) applicable to your participation in the YepJob Publisher Program (the “Program”) and, along with YepJob Terms of Service, use of or access to YepJob’s online and/or mobile services, web sites, and software provided on or in connection with the services or web sites (collectively, the “Website”). Any references to “YepJob” shall mean YepJob Inc. The Program, as generally offered by YepJob, is described on https://YepJob.com/jobads or such other URL as YepJob may provide from time to time. “You” or “Publisher” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by this Agreement.

YepJob shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the Program or any part thereof. Publishers are ineligible to participate if their web properties do not conform with the terms of the YepJob Affiliate Acceptable Use Policy, located online at AAUP (the ‘AAUP’). In order to participate as a publisher in the Program, all participants must be at least eighteen years of age. Applicants represent and warrant that all information submitted to YepJob shall be true, accurate and complete.

1. Publisher Obligations

Any job search results, Jobroll^TM, Job Search Box, pay-per-click advertisements, links, insertion code, and any YepJob logos or other elements supplied by YepJob for use on Affiliates’ websites or websites co-branded by YepJob and Affiliate (collectively, “Program Elements”) may only appear on URLs that YepJob has reviewed and accepted for participation (“Accepted URLs”). Publisher shall advise YepJob of any changes in the type of content accessible at any such accepted URL. Publisher agrees to comply with the specifications provided by YepJob from time to time to enable proper delivery, display, tracking and reporting of Program Elements.

Publisher shall label each displayed Program Element with the phrase “Jobs by YepJob” at least 116 X 23 pixels in size, wherein the word “Jobs” shall be hyperlinked to http://www.YepJob.com or other YepJob website as agreed with YepJob and the word “YepJob” shall be the YepJob Logo Image and shall also be hyperlinked to http://www.YepJob.com or other YepJob website as agreed by YepJob. The YepJob Logo Image can be found at: http://www.YepJob.com/img/logo.png.

Publisher agrees to abide by all terms of the AAUP. YepJob reserves the right in its sole discretion to suspend Publisher’s participation in the Program if it suspects any violations of the AAUP. Publisher hereby agrees to defend, indemnify and hold YepJob harmless from and against any claims, demands, liabilities, expenses, losses, damages and attorney fees arising from or relating to a violation or purported violation by Publisher of the AAUP. The foregoing shall be in addition to, and not in lieu of, any other remedies that YepJob may have as a result of a violation of the AAUP by Publisher.

Publisher hereby grants YepJob permission to refer to Publisher and its websites in YepJob’s marketing materials.

2. Payments to Publisher

Publisher shall receive a commission payment with respect to valid clicks received (as determined solely by YepJob) in relation to Program Elements displayed on Accepted URLs, in each case, the amount as solely determined by YepJob for its participants in the Program in its sole discretion. Publisher shall not be compensated for any transactions generated by Publisher or any party acting on Publisher’s behalf. In addition, YepJob shall not be obligated to pay for any artificial and/or fraudulent impressions or clicks as determined by YepJob or if Publisher is in breach of this Agreement. In addition and not in limitation to the above, Publisher shall refund the share of that revenue paid to Publisher, if caused by artificial or fraudulent impressions. This agreement may not be amended, except in writing, in a separate document specifically referencing these terms, and signed by representatives of both parties. Email exchanges shall not amend this Agreement. No dashboard or any other view of any click count shall be considered as contractually binding on YepJob.

3. Qualifying Links

Publisher may earn a commission, as determined by YepJob in its sole discretion, if Publisher refers a Qualified User (as defined below) to the YepJob Website via a Qualifying Link (as defined below) and if such Qualified User has accessed the YepJob Website and purchased a qualifying product or service (“Qualifying Purchase”) during a Session (as defined below). Not all services or products will be eligible as a Qualifying Purchase under the Program, and Qualifying Purchases are determined in YepJob’s sole discretion. YepJob is under no obligation to pay any particular amount for any referral and it is in YepJob’s absolute discretion to determine for how long a period of time it shall pay this commission after the date the Qualified User initially arrives at YepJob via a Qualifying Link from the Publisher’s Publisher Property (“Initial Contact’). No payments under this program shall be any indication of future payments under this program.

A “Qualifying Link” is a link directing a Qualified User from Publisher’s website or online property (“Publisher Property”) to YepJob using a Program Element provided by YepJob for use with the Program. A “Session” is the period of time beginning when a Qualified User initially arrives at YepJob via a Qualifying Link from the Publisher’s Publisher Property (“Initial Contact”), and ending at YepJob’s absolute discretion. For avoidance of doubt, Publisher acknowledges that a Session will not commence unless cookies are enabled on the Customer’s device or computer in a manner that enables YepJob to fully attribute actions of Qualified User to Publisher’s Qualifying Link. A “Qualified User” is a user who has not previously registered with YepJob, has not been previously “cookied” by YepJob and has not previously visited the YepJob Website, all as determined by YepJob in its sole and absolute discretion.

The parties acknowledge and agree that YepJob shall have the sole right and responsibility for processing all orders made by Qualified Users. Publisher acknowledges that all agreements relating to sales to Qualified Users shall be between YepJob and the Qualified User.

The determination as to whether a sale is made via a Qualifying Link, and whether a commission is payable, will be made by YepJob in its sole and absolute discretion and is final and binding on Publisher. Prices for the Qualifying Purchases will be set solely by YepJob in its sole and absolute discretion.

Publisher shall not be entitled to commissions and shall reverse any commissions already paid if Publisher is in breach of this Agreement or has engaged in any fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups.

4. Terms of Payment

YepJob shall pay Publisher within 30 days of the end of each calendar quarter; provided the amount owing to Publisher is at least one hundred US dollars ($100). If the amount owing to Publisher is less than $100, the balance will carry over to subsequent calendar quarters until such time that the quarter-end balance is at least one hundred US dollars ($100). Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher Account.

YepJob may withhold any and all payment if Publisher is in breach of this Agreement and YepJob shall have no further liability to Publisher.

5. Termination

Either party may terminate this Agreement and participation in the Program at any time by sending a notice by email to support-at-YepJob dot com or other email address specified by YepJob in the case of YepJob, and to the email address specified in Publisher’s profile in the Program in the case of Publisher.

Upon termination of a publisher from the Program, for any reason and by either party, Publisher shall immediately remove all insertion codes and other Program Elements from all pages of its websites.

6. Confidentiality

Publisher shall not disclose YepJob Confidential Information without YepJob’s prior written consent. “YepJob Confidential Information” includes without limitation: (a) all YepJob software, technology, programming, specifications, materials, guidelines and documentation relating to the Program; (b) click-through rates or other performance statistics relating to the Program provided to Publisher by YepJob; and (c) any other information designated in writing by YepJob as “Confidential” or an equivalent designation.

7. Disclaimer and Limitation of Liability

YepJob’S PROVISION OF THE PROGRAM AND PROGRAM ELEMENTS (THE ‘SERVICE’) AND THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YepJob EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YepJob MAKES NO WARRANTY THAT (i) THE SERVICE OR WEBSITE WILL MEET PUBLISHER’S REQUIREMENTS; (ii) THE SERVICE OR ACCESS TO WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR WEBSITE WILL BE ACCURATE OR RELIABLE; AND (iv) ANY ERRORS IN THE SERVICE OR WEBSITE WILL BE CORRECTED.

YepJob SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR OTHER DAMAGES INCURRED BY PUBLISHER FROM PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. IN NO EVENT SHALL YepJob’S AGGREGATE LIABILITY EXCEED THE AMOUNT OF FEES THEN DUE TO PUBLISHER AS DETERMINED PURSUANT TO THIS AGREEMENT.

8. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the YepJob Publisher Program Terms and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by YepJob. This Agreement, together with any amendments and any additional agreements you may enter into with YepJob in connection with the Website, shall constitute the entire agreement between you and YepJob concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. This Agreement may not be amended, except in writing, in a separate document specifically referencing these terms, and signed by representatives of both parties. Email exchanges shall not amend this Agreement.

By using the Website, you signify your assent to this Agreement and agree to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. The materials on the Website are provided with “Restricted Rights.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the Government constitutes acknowledgment of YepJob’s proprietary rights in them.

You understand and acknowledge that YepJob or its licensors owns all right title and interest to the Website and all proprietary rights associated therewith. YepJob reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the materials accessed through the Website other than your content. Any use of materials or descriptions; any derivative use of the Website or its materials; and any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. In no event shall the user frame any portion of the Website or any materials contained therein.

Change of Address: If you change your billing address from an address within the United States to an address outside the United States, or from an address outside of the United States to an address inside the United States, you will continue to be under contract with the same YepJob party for the remainder of the month in which you made the change. At the next month, your contract will be with the YepJob party identified in the first paragraph of this Agreement.

Any notices to YepJob must be sent to the applicable YepJob entity identified in the first paragraph of this Agreement via certified first class or air mail or overnight courier, are deemed given upon receipt, and must reference the Program that is the subject of the notice ( i.e., YepJob Resume Program, YepJob Ads Program, or YepJob Publisher Program). Notice to you may be effected by sending email to the email address specified in your account, or by posting a message to your account interface, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages in your YepJob Ads interface).

You may not assign or delegate any of your rights or obligations hereunder without YepJob’s prior written consent and any such attempt is void. YepJob may freely assign or delegate its rights and obligations hereunder without notice to you. YepJob and you and YepJob Partners are not legal partners or agents, but are independent contractors.

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the State of Texas, United States of America, without giving effect to conflicts of law principles thereof. Any and all actions, lawsuits, or other legal proceedings related to such Dispute shall be filed only in the federal or state courts located in Travis County, Texas. Each of the Parties hereby consent to the exclusive personal jurisdiction of the federal or state courts located in Montreal, Quebec, Canada.

YepJob Insight (Fast Recruit)

TERMS AND CONDITIONS

These Terms and Conditions set forth the terms and conditions under which YepJob, utilizing its internal proprietary YepJob Insight (Fast Recruit) software ("YepJob Insight Software"), will provide certain services, the YepJob Insight services (the "Services"), to a customer of the Services ("Customer").

1. SERVICES RENDERED AND CONTENT

1.1. The Services. Subject to all limitations and restrictions contained herein, YepJob shall provide Customer with the Services and Customer shall have a nonexclusive and nontransferable right to use the Services as provided by YepJob as described herein ("Services Rendered"). The Services will be performed in accordance with this Agreement and the additional terms in an applicable Insertion Order ("IO").

1.2. Services Rendered. The purpose of the Services, subject to the terms herein, is: (i) to allow YepJob to create and host a mobile-optimized version of Customer's existing job application website (hereinafter referred to as the "Customer Branded YepJob Insight Website"); (ii) to allow Customer's job applicants to apply to Customer's jobs via the Customer Branded YepJob Insight Website, and (iii) to allow YepJob to provide the Customer with job applicants' information entered through the Customer Branded YepJob Insight Website in any form agreed to by the parties. Only YepJob has the ability to directly edit or alter the Customer Branded YepJob Insight Website. Customer shall not allow any website, that is not fully owned by Customer, to frame, syndicate, distribute, replicate, or copy any portion of Customer's website that has been directly or indirectly provided the Services. Customer acknowledges that YepJob monitors, reviews and analyzes the content (including your applications and responses) sent through Insight to provide you and users with personally relevant product features, such as improved search results and to prevent fraud, reduce unwanted mail, and provide quality control of the information sent through the Insight system. YepJob will treat all private information received via the Services in accordance with the YepJob Cookie Policy, Privacy Policy and General Terms, as amended from time to time.

1.3. Customer Obligations. Customer hereby covenants and agrees that:

1.3.1. Customer shall be responsible for providing to YepJob content for Customer's website, including, without limitation, trademarks or service marks, images, photographs, illustrations, graphics, audio clips, video clips, and text.

1.3.2. Customer is responsible for maintaining the security credentials of its accounts, and Customer is fully responsible for all activities that occur under the accounts assigned to Customer and any other actions taken in connection with its accounts.

1.3.3. Customer, its employees and its contractors shall comply with all applicable laws.

1.3.4. Customer shall immediately notify YepJob of any unauthorized uses of its accounts or any other breaches of security. YepJob shall not be liable for any acts or omissions by the Customer, including any damages of any kind incurred as a result of such acts or omissions.

1.3.5. Customer shall ensure that it has an agreement with each end user of Customer's job application website ("End User") that protects YepJob's rights to the same extent as the terms of this Agreement. The agreement with End Users ("End User Agreement") must also include terms informing End Users that End User grants YepJob access to and the right to use End User's data, as provided in YepJob's Cookie Policy, Privacy Policy, and General Terms. YepJob agrees that, subject to the foregoing requirements, the End User Agreement need not specifically refer to YepJob. Customer will promptly notify YepJob if it becomes aware of any breach of the terms of the End User Agreement that may affect YepJob.

1.3.6. Customer will allow YepJob's name to be displayed on the Customer Branded YepJob Insight Website for purposes of directing End Users to YepJob's Privacy Policy.

1.3.7. Customer shall not ask End Users any job application questions, which are provided to End Users through YepJob's provision of the Services, that are illegal or discriminatory. Customer also shall not seek "Sensitive Data" (defined herein) from End Users in job application questions, which questions are provided to YepJob through the Services. Sensitive Data includes, but is not limited to, highly confidential personal information such as bank account or credit card information, online account information, social security numbers (or similar counterparts outside the United States of America), health information, or other categories of data subject to special breach notification requirements in any country. If Customer chooses to seek Sensitive Data, it does so at its own risk, YepJob disclaims any and all liability for any security breach of such information, and Customer shall indemnify YepJob for any claims that may arise as a result.

1.4. Time of Performance of Services. YepJob shall provide Customer with the Services only during the agreed upon period provided for in an applicable IO.

1.5. Fee and Payment. YepJob shall provide Customer with the Services at the agreed upon fee and payment method provided for in an applicable IO. None of the payment represents the license or sale of the YepJob Insight Software.

1.6. Additional Restrictions. Customer shall not permit any third parties to access the Services.

2. TAXES

2.1. Taxes. The service fees and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall pay additionally for any taxes that apply in addition to charges quoted by YepJob, at the time of purchase or at a later date. Customer shall reimburse YepJob and hold YepJob harmless for all taxes or levies which YepJob is required to collect or remit to applicable tax authorities. This provision does not apply to YepJob's income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished YepJob with a valid tax exemption certificate.

3. MAINTENANCE AND SUPPORT SERVICES

3.1. Maintenance. YepJob shall use commercially reasonable efforts to correct reported or self-diagnosed material problems with: (i) the Customer Branded YepJob Insight Website; (ii) job applicants' access to the Customer Branded YepJob Insight Website, and (iii) YepJob's provision of job applicants' information entered through the Customer Branded YepJob Insight Website to Customer ("Maintenance and Support Services"). YepJob shall use commercially reasonable efforts to begin working on a resolution to Customer's written notice of reported problems within fourteen (14) days, provided corrections shall be prioritized in YepJob's reasonable discretion. A response is not a guaranty of a solution to the reported problem; however YepJob will keep Customer apprised of the resolution closure. Customer can report material issues with the Customer Branded YepJob Insight Website through YepJob's call center, which is available Monday through Friday from 9:00 A.M. to 5:00 P.M. EST.

3.2. Service Availability. YepJob's goal is to provide Service Availability of the Customer Branded YepJob Insight Website twenty-four hours per day, seven (7) days per week (referred to as "24x7 Availability") EXCEPT during times of scheduled internal updates. However, the parties recognize that 24x7 Availability is only a goal. YepJob cannot guarantee that such goal can be achieved. These response time goals apply only to public production servers (i.e. web servers, application servers, and database servers). YepJob shall use reasonable efforts to achieve 99% Service Availability in North America. The Service Availability goal excludes any time Customer requests the Services be paused and the Customer Branded YepJob Insight Website be taken down. YepJob does not and cannot control the flow of data to or from YepJob's network and other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. Customer acknowledges and agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that YepJob may undertake from time to time; and (iii) causes beyond the control of YepJob or that are not reasonably foreseeable by YepJob, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. At times, actions or inactions of such third parties can impair or disrupt Customer's connections to the Internet (or portions thereof). Although YepJob will use reasonable efforts to take actions it deems appropriate to remedy and avoid such events, YepJob cannot guarantee that such events will not occur. Accordingly, YepJob disclaims any and all liability resulting from or related to such events.

3.3. Third Parties. YepJob shall have the right to use third parties, including employees of YepJob's affiliates and subsidiaries ("Subcontractors") in performance of its obligations and services hereunder and, for purposes of this Section, all references to YepJob or its employees shall be deemed to include such Subcontractors.

4. OWNERSHIP

4.1. Reservation of Rights. By signing the Agreement, Customer irrevocably acknowledges that, subject to the Services provided herein, Customer will not be provided with the YepJob Insight Software used internally by YepJob to provide the Services, the YepJob Insight Software is not licensed to Customer, and Customer has no ownership interest in the YepJob Insight Software or YepJob materials provided to Customer or utilized by Customer's End Users. YepJob shall own all right, title, and interest in the YepJob Insight Software and YepJob materials, subject to any limitations associated with intellectual property rights of third parties. YepJob reserves all rights not specifically granted herein. Customer shall not make any representations to any End User or any third party that the YepJob Insight Software belongs to Customer or is in any way owned or shared by Customer.

5. CONFIDENTIALITY

5.1. Definition. "Confidential Information" includes all information marked pursuant to this Section and disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. Confidential Information does not include personal data provided by End Users.

5.2. Confidentiality of Services. All Confidential Information in tangible form shall be marked as "Confidential" or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure. Notwithstanding the foregoing, the following is deemed YepJob Confidential Information with or without such marking or written confirmation: (i) the YepJob Insight Software, to which Customer will not be given access; (ii) other materials related to the Services furnished to Customer by YepJob; (iii) the oral and visual information relating to the Services; and (iv) the terms and conditions of this Agreement.

5.3. Exceptions. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party's Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party. In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.

5.4. Ownership of Confidential Information. Nothing in this Agreement shall be construed to convey any title or ownership rights to the Services, the YepJob Insight Software used internally by YepJob to provide the Services, or other Confidential Information to Customer or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to the YepJob Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.

5.5. Non-Disclosure. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party. Each party agrees to restrict access to the other party's Confidential Information only to those employees or Subcontractors who (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.

5.6. Injunctive Relief. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.

5.7. Suggestions/Improvements to Services. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Services or other YepJob materials provided to Customer shall be owned by YepJob, and Customer hereby agrees to assign any such rights to YepJob. Nothing in this Agreement shall preclude YepJob from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by YepJob in the performance of services hereunder.

5.8. Data Usage. YepJob has the right to use the data provided by Customer or its applicants or otherwise derived from such data, as provided in the YepJob Cookie Policy, Privacy Policy and General Terms, each as amended from time to time, and further YepJob may disclose the same in aggregate.

6. WARRANTY

6.1. Authorized Representative. Customer and YepJob warrant that each has the right to enter into this Agreement and that the Agreement shall be executed by an authorized representative of each entity.

6.2. Customer Warranty. Customer hereby represents and warrants:

6.2.1. By making use of the Services, posting material via the Services, posting links via the Services, or otherwise making (or allowing any third party to make) material available by means of the Services (any such material, "Content"), the Customer is entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, a video file, a data feed, or any other content type.

6.2.2. The downloading, copying and use of the Content shall not infringe the privacy rights or proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

6.2.3. The Customer has fully complied with any third-party licenses relating to the Content, and has done all things necessary to successfully pass through to end users any required terms;

6.2.4. The Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;

6.2.5. The Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

6.2.6. The Content is not pornographic, does not contain threats or incite violence towards individuals or entities, does not promote illegal activity, and does not violate the privacy or publicity rights of any third party;

6.2.7. The YepJob recruitment marketing platform provided through the Services will not be advertised via unsolicited electronic messages such as spam links on newsgroups, email lists, blogs and websites, and similar unsolicited promotional methods;

6.2.8. The YepJob recruitment marketing platform provided through the Services is not named in a manner that misleads its users or visitors into thinking that the Customer is another person or company, which it does not have permission to represent.

6.2.9. By submitting Content for inclusion in its recruitment marketing platform, the Customer grants YepJob a worldwide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content for the purpose of displaying, distributing and promoting same recruitment marketing platform. If the Customer deletes Content, YepJob shall use reasonable efforts to remove it from the YepJob Mobolt Software used internally by YepJob to provide the Services, but the Customer acknowledges that caching or references to the Content may not be made immediately unavailable. The Customer retains all ownership and copyright to its Content.

6.3. Disclaimer of Warranties. Customer acknowledges and agrees that it is not relying on any statement or warranty not expressly provided herein with respect to the Services or maintenance, or other services provided hereunder. Customer acknowledges and agrees that YepJob has no control of availability of the Services on a continuous or uninterrupted basis. In no event shall YepJob be liable to Customer under contract or tort or under any other theory in the event of the Services being inaccessible or inoperable for any reason whatsoever. EXCEPT AS OTHERWISE STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND YepJob MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

6.4. No Modifications. Notwithstanding anything to the contrary in this Section, any and all warranties under this Agreement are VOID if Customer has gained access to and made changes to the YepJob Insight Software or has permitted any changes to be made other than by or with the express, written approval of YepJob.

7. LIMITATION OF LIABILITY & INDEMNIFICATION

7.1. Liability Cap. IN NO EVENT SHALL YepJob BE LIABLE TO CUSTOMER FOR ANY AMOUNT GREATER THAN THE COMPENSATION PAID BY CUSTOMER TO YepJob UNDER THE AGREEMENT IN THE SIX (6) MONTH PERIOD PRIOR TO THE CLAIM THAT GAVE RISE TO THE DAMAGES ("CAP") AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. CUSTOMER'S SOLE REMEDY IN CONNECTION WITH YepJob'S BREACH OF THIS AGREEMENT SHALL BE THE NUMBER OF CLICKS EQUIVALENT TO THE CASH VALUE OF THE CAP.

7.2. Disclaimer of Damages. IN NO EVENT SHALL YepJob BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. CUSTOMER MAY NOT ASSERT ANY CLAIM AGAINST YepJob RELATED TO THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER SUCH CLAIM ACCRUED.

7.3. Indemnification. Customer shall defend, indemnify and hold YepJob and its affiliates and their employees, officers, members, and agents harmless, from and against any and all losses, damages, liabilities, claims, demands, suits, expenses and any other out-of-pocket costs (including reasonable attorneys' fees and expenses) which YepJob may incur or be liable for arising out of any claim, suit or proceeding made or brought against YepJob based upon, arising out of, or relating to (i) Customer's breach of any representation or warranty contained herein; (ii) Customer's job postings or other content provided via the Services; or (iii) Customer's use of the Services.

7.4. If the YepJob Insight Software used internally by YepJob to provide the Services or the Services becomes, or in YepJob's opinion is likely to become, the subject of an infringement claim, YepJob may, at its option and sole discretion, (i) obtain for Customer the right to continue to use the Services as provided in this Agreement; (ii) replace the Services with another service that provides similar functionality; or (iii) if YepJob determines that neither of the foregoing options are reasonably available, YepJob may terminate this Agreement as to the infringing Services and will refund to Customer any prepaid fees for which services have not been rendered. The foregoing remedies are Customer's sole remedies if any of the Services are found, or likely to be found, to infringe on an intellectual property right.

8. TERM AND TERMINATION

8.1. Termination by YepJob. This Agreement and any IO provided hereunder may be terminated by YepJob (i) if Customer fails to make any payments due hereunder within five (5) days of the due date; (ii) on thirty (30) days written notice to Customer if Customer fails to perform any other material obligation required of it hereunder, and such failure is not cured within such thirty (30) day period; or (iii) Customer files a petition for bankruptcy or insolvency, has an involuntary petition filed against it, commences an action providing for relief under bankruptcy laws, files for the appointment of a receiver, or is adjudicated a bankrupt concern. (iv) Customer fails to inform YepJob of interviewing a person who applied for a customer's job through YepJob or YepJob services within five(5) days, by selecting the person from the list of applicants and clicking the 'Interview candidate' button (v) Customer fails to inform YepJob of hiring a person who applied for a customer's job through YepJob or YepJob Services within five(5) days, by selecting the person from the list of interviewees and clicking the 'Hire candidate' button (vi) Customer fails to pay the referral reward within five (5) days of the time after the customer hired a candidate who applied through YepJob or YepJob Services for one of the customer's jobs.

8.2. Termination by Customer. This Agreement may be terminated by Customer on thirty (30) days written notice to YepJob if YepJob fails to perform any material obligation required of it hereunder, and such failure is not cured within thirty (30) days from YepJob's receipt of Customer's notice or a longer period if YepJob is working diligently towards a cure.

8.3. Termination. Upon termination of this Agreement, Customer shall no longer be provided the Services and shall no longer have any access to or any right in use of the Services or the Customer Branded YepJob Insight Website.

8.4. Other Remedies. Termination of this Agreement shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer's obligation to pay all fees that have accrued or are otherwise owed by Customer under this Agreement.

9. MISCELLANEOUS

9.1. Compliance With Laws. Customer agrees to comply with all applicable laws, regulations, and ordinances relating to its performance under this Agreement. The parties agree that the Agreement shall not be governed by the United Nations Convention on the International Sale of Goods or by UCITA, the application of which is expressly excluded.

9.2. Relationship Between Customer and YepJob. YepJob represents and warrants that it is an independent contractor with no authority to contract for Customer or in any way to bind or to commit Customer to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of Customer. Under no circumstances shall YepJob hold itself out as or be considered an agent employee, joint venture, or partner of Customer. YepJob will perform the Services and will determine, in its sole discretion, the manner and means by which the Services are accomplished, subject to the requirement that YepJob shall at all time comply with the applicable law. Customer has no right or authority to control the manner or means by which the Services are accomplished. YepJob agrees to furnish all tools and materials necessary to accomplish the Services.

9.3. Assignment. Customer may not assign or otherwise transfer this Agreement or any IO provided hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of YepJob. Any assignment or transfer in violation of this Section shall be null and void.

9.4. Survival. The provisions set forth in Sections 4, 5, 6.2, 6.3, 7, 8.4, and 9 of this Agreement shall survive termination or expiration of this Agreement and any applicable IO hereunder.

9.5. Notices. Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the face page hereof or to such other address as the parties may designate in writing.

9.6. Force Majeure. Except for Customer's payment obligations, nonperformance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental action, failure of suppliers, earthquake, or any other reason where failure to perform is beyond the reasonable control of the non-performing party.

9.7. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect thereto. For purposes of this Agreement, use of a facsimile, e-mail or other electronic medium shall have the same force and effect as an original signature.

9.8. Modifications. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.

9.9. Publicity. YepJob shall retain the right to publish and display Customer's logo and name in YepJob's portfolio and website, and in periodicals and other media or exhibits for the purposes of recognition of excellence or professional advancement or as part of a customer list. Either party, subject to the other's approval in writing, may describe its role in relation to this Agreement and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party's website. Customer shall not release any publications or press releases about the relationship between YepJob and Customer governed by the terms of this Agreement without the prior consent of YepJob.

9.10. No Waiver. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

9.11. Severability and Reformation. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

9.12. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE Province of Quebec, Canada WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS OF ANY STATE OR JURISDICTION. ANY ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT SHALL BE BROUGHT IN THE PROVIENCE OR FEDERAL COURTS LOCATED IN Montreal, Quebec AND EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.

9.13. Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be determined by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Rules, including the optional rules regarding emergency relief. The number of arbitrators shall be one (1), and the place of arbitration shall be Montreal, Quebec, Canada, and the language of the arbitration shall be English. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief as necessary, without breach of this Section and without abridgment of the powers of the arbitrator.