All software code, processes, and procedures within skillsrater is confidential and proprietary to Best Practice Institute, Inc.

Skillrater and its contents contain confidential and proprietary processes, database architecture, code, and procedures that are the ownership of Best Practice Institute, Inc.

Any review, use, distribution, reproduction, or disclosure by the intended user for others is strictly prohibited and protected by multilateral and US copyright treaties and laws referenced below. If the intended user reproduces or distributes processes, software code, databases, or procedures contained within the skillsrater site, he/she is in violation of international/multilateral copyright treaties created by the Universal Copyright Convention (UCC) and the Berne Convention for the Protection of Literary and Artistic Works and within the U.S. copyright Act, Section 17 of the US Code.

SKILLRATER.COMTERMS OF SERVICES AND CONDITIONS OF USE

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY.

BY USING THIS SITE, YOU AGREE TO THESE TERMS AND CONDITIONS.

Welcome to Skillrater.com (the “Site”), owned and operated by Best Practice Institute, Inc. a corporation existing under the laws of the state of Florida, and having its principal place of business at 410 Evernia Street, West Palm Beach, FL 33401. Your use of Skillrater.com and its Services is subject to the terms and conditions of this Agreement.

Electronic Agreement – This Agreement is an electronic contract that sets out the legally binding terms of your use of the Site and your subscriptions in the Services. By accessing this Site or becoming a Member, the User consents to have this Agreement provided to the User in electronic form.

As used herein, the “User” will include the company or other entity with which the User is employed or otherwise affiliated (including its officers, directors, agents, managers, and employees), to the extent that the User is acting on its behalf. The User represents that you are 18 years old or older and are authorized by your company or other entity to enter into this Agreement. If you are engaging in our Services on behalf of a company, you represent and warrant that you are accordingly authorized to represent the company and accept the terms and conditions of this Agreement on behalf of a company (in addition, the term “User” shall be interpreted to mean your company including all of its employees. If you are entering into this Agreement on your own behalf, or if you are not authorized to represent the company, you agree that you are personally obliged by the terms detailed in this Agreement and the term “User” refers to you.

THIS AGREEMENT — THE FOLLOWING NOTICES, TERMS, CONDITIONS AND POLICIES — (which incorporates by reference other provisions contained in any other products or services agreement(s) executed and in effect between the parties and are applicable to the use of this site) GOVERNS THE USE OF THIS SITE, ITS CONTENTS, ANY PRODUCTS OR SERVICES AVAILABLE ON OR CERTAIN SPECIFIC MATERIAL CONTAINED IN THIS SITE, AND SETS FORTH THE TERMS AND CONDITIONS THAT APPLY TO USE OF THIS SITE BY USER. ANY INCONSISTENCIES BETWEEN THE TERMS OF THIS AGREEMENT AND THOSE PROVISIONS CONTAINED IN ANY OTHER PRODUCTS OR SERVICES AGREEMENT(S) EXECUTED AND IN EFFECT BETWEEN THE PARTIES, THEN THE TERMS OF SUCH PRODUCTS OR SERVICES AGREEMENT(S) SHALL TAKE PRECEDENCE IN RELATION TO THIS AGREEMENT.

BY ACCESSING OR USING THIS SITE, SKILLRATER.COM, (OTHER THAN TO READ THIS AGREEMENT FOR THE FIRST TIME), THE USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW, AND BY USE OF THIS SITE THE USER AFFIRMATIVELY, EXPRESSLY, OR IMPLICITLY REPRESENTS AND WARRANTS TO SKILLRATER THAT THE USER HAS CAREFULLY REVIEWED THIS ‘TERMS OF SERVICE AND CONDITIONS OF USE’ SET FORTH IN THIS AGREEMENT, AND THE ‘PRIVACY POLICY’ (all terms of which are herein incorporated by reference); AND THAT THE USER AGREES TO ABIDE BY AND TO BE LEGALLY BOUND BY ALL SUCH TERMS AND CONDITIONS OF THE USER AGREEMENT AND PRIVACY POLICY; AND THE USER AGREES TO RECEIVE REQUIRED NOTICES AND TO TRANSACT WITH US ELECTRONICALLY. IF YOU, ‘THE USER’, DO NOT AGREE, PLEASE DO NOT USE THE SITE.

Please read through the following conditions carefully before using Skillrater.com. Upon acceptance, the following agreement shall be binding between Skillrater and the company (the “User”) in accordance with the terms and conditions of this Agreement. These terms and conditions govern the use by the User of any services (“the Services”) provided to the User by Skillrater, unless the User has signed a separate Services Agreement with Skillrater. Users who violate these Terms may have their access and use of the Site suspended or terminated, at Skillrater’s discretion.

You must be 18 years of age or older to visit or use the Site or Services provided by Skillrater in any manner.

Notice that these terms and conditions of use may be changed in the future without further notice. Your continued use of this Site after any such changes constitutes your acceptance of the new terms. Further, these terms and conditions apply exclusively to your access to, and use of, this Site and do not alter in any way the terms or conditions of any other agreement you may have with Skillrater for products, services or otherwise. You should visit this page periodically to review the Terms and Conditions, because they are binding on you. The terms “You” and “User” as used herein refer to all individuals and/or entities accessing this Site for any reason.

ARTICLE I

1.DEFINITIONS.

When used in this Agreement, the following capitalized terms shall have the following meanings unless the subject or the context otherwise requires:

1.1. “Content” means text, audio, video, graphics and other information and data supplied by Skillrater and made available by means of the Services or through the Site located at www.Skillrater.com.

1.2. “Effective Date” means the date of acceptance of this Agreement.

1.3. “User Data” means all electronic data, information or material provided or submitted by the User or any Authorized User to Skillrater in the course of utilizing the Service.

1.4. “Subscription Plan” means the certain plan being purchased by the User under this Agreement. The details and descriptions for each Subscription Plans offered by Skillrater are contained in the Order Form.

1.5.”Subscription Term“means as described in the Order Form to this Agreement.

1.6. “User” or “AuthorizedUser” means the User or the User’s employees, representatives, consultants, contractors or agents and other persons expressly permitted by the User in connection with the User’s business affairs who are authorized by the User to use the Services.

2.SUBSCRIPTION FOR SERVICES; THE MEMBERSHIP.

2.1.Skillrater hereby grants to the User a non-exclusive, non-transferable right to the authorized access and use of the Services, via the Internet, according to the Subscription Plan, for the duration of the Subscription Term, and solely for the User’s personal use and/or internal business operations, under and subject to the terms of this Agreement; furthermore, such grant is subject to the restrictions set out in this Agreement.

2.2. Skillrater reserves the right to make changes and updates to the functionality of the Services from time to time.

2.3. The User is licensed during the SubscriptionTerm to search, browse, print and display the Content, to submit Content to the Site for publication into the searchable database and to permit Authorized Users to access it only in connection with use of the Services. No other use of the Content, Services or Site is permitted. The User will maintain and will require its Users to maintain the Content as Confidential Information (as defined in Section 12, below).

2.4.Authorized Users – In relation to the Authorized Users, the User undertakes that:

(a)The maximum number of Authorized Users that it authorizes to access and use the Services shall not exceed the number of User Subscriptions it has purchased;

(b)The User will not allow or suffer any User Subscription to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Services or Content;

(c)Each Authorized User shall keep a secure password for his or her use of the Services, and keep this password confidential;

(d)The User shall maintain a written, up to date list of current Authorized Users and provide such list to Skillrater within FIVE (5) Business Days of Skillrater’s written request; and

(e)The User shall permit Skillrater to audit the Services in order to establish the name and password of each Authorized User. Such audit may be conducted no more than once per quarter, at Skillrater’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the User’s normal conduct of business. Furthermore, if any audit reveals:

(i)That any password has been provided to any individual who is not an Authorized User, then without prejudice to Skillrater’s other rights, the User shall promptly disable such passwords and Skillrater shall not issue any new passwords to any such individual; or

(ii)That the User has underpaid Subscription Fees to Skillrater, the User shall pay to Skillrater an amount equal to such underpayment as calculated in accordance with the prices set out in the Order Formwithin TEN (10) Business Days of the date of the relevant audit.

3.THE SERVICES.

3.1.Skillrater shall, during the Subscription Term, provide the Services and make available to the User on and subject to the terms of this Agreement.

3.2.Skillrater shall use commercially reasonable endeavors to make the Services available TWENTY-FOUR (24) hours a day, SEVEN (7) days a week, except for any unscheduled maintenance performed outside normal business hours, provided that Skillrater has used reasonable endeavors to give the User at least SIX (6) normal Business Hours notice in advance.

4.SERVICE FEES AND PAYMENT.

4.1.You will pay Skillrater the fees due per our retail pricing (listed here) at the time of your purchase, or alternatively an amount based on a separate documented agreement with an authorized Skillrater sales agent. All fees shall be payable prior to the commencement of your Skillrater service by credit card, or with Skillrater’s permission within thirty (30) days following your receipt of an Skillrater invoice. You shall be responsible for any federal, state or local taxes based on the services provided under this Agreement.

4.2.Fee Adjustments– Skillrater may, upon at least thirty (30) days prior written notice and effective at the end of the then-current (Initial or Renewal) Term (defined below), adjust the fees paid by User for the Services, provided that User shall have the option, within fifteen (15) days of receiving such notice from Skillrater, to either:

(a)Modify the quantity or type of Services utilized by User by a mutual written amendment between the parties, or

(b)Terminate the affected ordered services upon written notice, either of which will become effective at the beginning of the next Renewal Term.

4.3.Skillrater reserves the right to negotiate pricing with customers whose usage volume is deemed in excess of the norms for the number of users and/or offices subscribed.

4.4. Fees – The User shall pay all fees specified in the Order Form and in the manner and frequency described. Except as otherwise specified herein or in the Order Form:

(a) Fees are based on services purchased and not actual usage;

(b) Payment obligations are non-cancelable and fees paid are non-refundable; and

(c) The number of User subscriptions purchased cannot be decreased during the relevant Subscription Term stated on the Order Form.

Subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the Subscription Term.

4.5. Invoicing and Payment – For credit card purchases, the User will provide Skillrater with valid and updated credit card information; otherwise, the User will provide Skillrater with a valid purchase order or alternative document reasonably acceptable to Skillrater. If the User provides credit card information to Skillrater, the User authorizes Skillrater to charge such credit for all Services listed in the Order Form for the Initial Subscription Term and any renewal Subscription Term(s) as set forth in Section 18.Term and Termination. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Skillrater will invoice the User in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due within THIRTY (30) days from the invoice date. The User is responsible for providing complete and accurate billing and contact information to Skillrater, and notifying Skillrater of any changes to such information.

4.6. Non-Payment: Overdue Charges – If any charges are not received from the User by the due date, then at the discretion of Skillrater:

(a) Such charges may accrue late interest at the rate of ONE AND ONE-HALF (1.5%) percent of the outstanding balance per month, or the maximum rate permitted by law, whichever is less, from the date such payment was due until the date paid, plus all expenses of collection, including reasonable attorneys’ fees and court costs; and/or

(b) Skillrater may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.5. <Invoicing and Payment>.

4.7. Non-Payment: Suspension of Services and Acceleration – If any amount owing by the User under this or any other agreement for the services of Skillrater is THIRTY (30) or more days overdue, Skillrater may, without limiting other rights and remedies that Skillrater might have, accelerate the User’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the services provided by Skillrater under this Agreement to the User until such amounts are paid in full. Skillrater will give the User at least SEVEN (7) days’ prior notice that the User’s account is overdue, in accordance with Section 29 <Written Notices and Communications; Consent to Electronic Notice>, before suspending services to the User; the User will be charged all applicable fees, including fees for all Users then authorized, during any period of suspension.

4.8. Payment Disputes – If the User believes that any specific charge under this Agreement is incorrect, in order to obtain a credit, the User must contact Skillrater in writing within THIRTY (30) days of invoice date setting forth the nature and amount of the requested correction; otherwise invoices are final. In Addition,Skillrater shall not exercise its rights under Section 4.6. <Non-Payment: Overdue Charges> or Section 4.7. <Non-Payment: Suspension of Services and Acceleration> if the User is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

4.9. Taxes – Unless otherwise stated, Skillrater’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). The User is responsible for paying all Taxes associated with its purchases hereunder. If Skillrater has the legal obligation to pay or collect Taxes for which the User are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by the User, unless the User provide Skillrater with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Skillrater is solely responsible for taxes assessable against Skillrater based on its income, property and employees.

5.ACCOUNT INFORMATION SUBMITTED TO SKILLRATER.

The User agrees to provide Skillrater in writing with billing and contact information as Skillrater may reasonably require, including the User’s legal company name, street address, email address, and name and telephone number of an authorized billing contact. The User agrees to update this information promptly by means of either the User’s User account modifications and settings interface on the Site or by email to

, and in any case within FIFTEEN (15) days, if there is any change.

6.SKILLRATER.COM WEBSITE USAGE.

6.1.By using the Skillrater.com website you agree to abide by the Terms and Conditions herein. Failure to abide by these terms and conditions, including the impermissible use of the text, graphics, images, resumes, job postings and other Content (collectively, the “Content”) contained on the SIte, is a violation of your Agreement. It may also be a violation of copyright, trademark, or other laws in the United States and foreign countries.

6.2. Skillrater expressly prohibits users of this Site from reproducing, displaying, distributing or otherwise using any Material obtained from this Site on any other Site, electronic bulletin board, or other publicly accessible site (regardless of whether access to such site is by registration, subscription, membership or fee) on the Internet or other network.

6.3.Users may not use the Site in order to transmit, distribute, store or destroy material:

(a)in violation of any applicable law or regulation,

(b)in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or

(c)that is defamatory, obscene, threatening, abusive or hateful.

6.4.The Site may be used only for lawful purposes by individuals and employers seeking employees. Skillrater specifically prohibits any use of the Site, and all users agree not to use the Site, for any of the following:

(a)posting any incomplete, false or inaccurate biographical information or information which is not your own accurate resume (living individual seeking employment on a full-time or part-time basis on his or her own behalf);

(b)posting any franchise, pyramid scheme, “club membership”, distributorship or sales representative agency arrangement or other business opportunity

(c)posting non-job-related information such as opinions or notices, commercial or otherwise

(d)taking any action which imposes an unreasonable or disproportionately large load on this Site’s infrastructure;

(e)if you have a password allowing access to a non-public area of this Site, disclosing to or sharing your password with any third parties or using your password for any unauthorized purpose;

(f)notwithstanding anything to the contrary contained herein, using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Site other than the search engine and search agents available from Skillrater on this Site and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer);

(g)attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site.

7.USE OF THE SKILLRATER.COM CONTENT.

7.1.Skillrater authorizes You, subject to these Terms, to access and use the Site and the Content and to download and print a single copy of the content available on or from the Site solely for Your personal, non-commercial use. The Contents of the Site, are protected under copyright, trademark and other laws. All Content is the property of Skillrater or its licensors. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of Skillrater and is protected by copyright, trademark, and other laws. Unauthorized use of the Content may violate these laws and/or applicable communications regulations and statutes, and is strictly prohibited. You must preserve all copyright, trademark, service mark and other proprietary notices contained in the original Content on any authorized copy You make of the Content.

7.2.Any code that Skillrater creates to generate or display any Content or the pages making up the Site is also protected by Skillrater’s copyright and You may not copy or adapt such code.

7.3.You agree not to sell or modify the Content or reproduce, display, publicly perform, distribute, or otherwise use the Content in any way for any public or commercial purpose, in connection with products or services that are not those of the Site, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Skillrater or its licensors, that dilutes the strength of Skillrater’s or its licensor’s property, or that otherwise infringes Skillrater’s or its licensor’s intellectual property rights. You further agree to in no other way misuse Content. The use of the Content on any other application, Site or in a networked computer environment for any purpose is prohibited. Any code that Skillrater creates to generate or display any Content or the pages making up any Application or Service is also protected by Skillrater’s copyright and you may not copy or adapt such code.

8.USE OF THE SKILLRATER.COM SERVICES.

8.1.By using our Services you agree to abide by the Terms and Conditions herein. The term “post” as used herein shall mean information that You submit, publish or display on Skillrater.com. Your use of the Services is also subject to any other contracts You may have with Skillrater. In the case of any conflict between these Terms and any contract you have with Skillrater, the terms of your contract will prevail.

8.2.All Users agree to not:

(a)transmit, post, distribute, store or destroy material, including without limitation Content, in violation of any applicable law or regulation, including but not limited to laws or regulations governing the collection, processing, or transfer of personal information, or in breach of Skillrater’s privacy policy;

(b)take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure;

(c)use any device to navigate or search the Site other than the tools available on the Site, generally available third party web browsers, or other tools approved by Skillrater;

(d)use any data mining, robots or similar data gathering or extraction methods;

(e)violate or attempt to violate the security of the Site including attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

(f)forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting;

(g)reverse engineer or decompile any parts of the Site;

(h)aggregate, copy or duplicate in any manner any of the Content or information available from the Site, including expired job postings, other than as permitted by these Terms;

(i)frame or link to any Content or information available from the Site, unless permitted by these Terms;

(j)post any content or material that promotes or endorses false or misleading information or illegal activities, or endorses or provides instructional information about illegal activities or other activities prohibited by these Terms, such as making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating media;

(k)defer any contact from an employer to any agent, agency, or other third party;

(l)share with a third party any login credentials to the Site;

(m)access data not intended for You or logging into a server or account which You are not authorized to access;

(n)post or submit to the Site any incomplete, false or inaccurate biographical information or information which is not Your own;

(o)post content that contains restricted or password-only access pages, or hidden pages or images;

(p)solicit passwords or personally identifiable information from other Users;

(q)delete or alter any material posted by any other person or entity;

(r)harass, incite harassment or advocate harassment of any group, company, or individual;

(s)send unsolicited mail or email, make unsolicited phone calls or send unsolicited faxes promoting and/or advertising products or services to any User, or contact any users that have specifically requested not to be contacted by You;

(t)attempt to interfere with service to any User, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”;

(u)promote or endorse an illegal or unauthorized copy of another person’s copyrighted work, such by as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files; or

(v)use the Services for any unlawful purpose or any illegal activity, or post or submit any content, resume, or job posting that is defamatory, libelous, implicitly or explicitly offensive, vulgar, obscene, threatening, abusive, hateful, racist, discriminatory, of a menacing character or likely to cause annoyance, inconvenience, embarrassment, anxiety or could cause harassment to any person or include any links to pornographic, indecent or sexually explicit material of any kind, as determined by Skillrater’s discretion.

8.3.Violations of system or network security may result in civil and/or criminal liability. Skillrater will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.

8.4. You are responsible for maintaining the confidentiality of Your account, Profile and passwords, as applicable. You may not share Your password or other account access information with any other party, temporarily or permanently, and You shall be responsible for all uses of Your Site registrations and passwords, whether or not authorized by You. You agree to immediately notify Skillrater of any unauthorized use of Your account, Profile, or passwords.

8.5.Use For Employment Purposes Only – User shall use the Site, Content, and Services for employment purposes only and shall not use the Site, Content, and Services in violation of any Federal or State equal employment opportunity law or regulation. User shall notify Skillrater immediately of any change in purpose for which the information is used.

8.6.Use For Permissible Purposes – User shall be the exclusive user of the Site, Content, and Services and certifies that such the Site, Content, and Services shall be used solely for the permitted purposes as proscribed by Section 604 of the FCRA [15 U.S.C. §1681b], California Civil Code Section 1786.12 and all other applicable State and local laws.

8.7.Basis For Employment Decisions And Obligations After Adverse Decisions – User shall base all employment decisions and actions on its own policies and procedures and acknowledges and agrees that Skillrater employees are not allowed and will not render any opinions regarding any Candidate or Employee with regard to an employment relationship with the company in any respect. Before taking any adverse action against a Candidate or Employee based in whole or in part on any information provided by the Site, Content, and Services.

8.8.Additional Terms Applicable To Employers – – Skillrater is not to be considered to be an employer with respect to Your use of the Site and Skillrater shall not be responsible for any employment decisions, for whatever reason, made by any User. You understand and acknowledge that if You cancel Your employer account or Your employer account is terminated, all Your account information from the Site will be marked as deleted in and may be deleted from Skillrater’s databases. Information may continue to be available for some period of time because of delays in propagating such deletion through Skillrater’s web servers. At the Candidate’s option, the Candidate profiles may be derived from information obtained from the Candidate’s accounts with other websites. Skillrater does not make any representations regarding the accuracy or validity of such derived works or their appropriateness for evaluation by employers; and such derived profiles may contain inaccurate or incomplete information.

8.9.Additional Terms Applicable to Job Seekers– When You register with Skillrater.com, You will be asked to create an account and provide Skillrater with certain information including, without limitation, a valid email address (Your “Information”). Any Profile You submit must be accurate and describe You, an individual person. You acknowledge and agree that You are solely responsible for the form, content and accuracy of any resume or material contained therein placed by You on the Site. Skillrater reserves the right to offer third party services and products to You based on the preferences that You identify in Your registration and at any time thereafter or you have agreed to receive, such offers may be made by Skillrater or by third parties. You understand and acknowledge that You have no ownership rights in Your account and that if You cancel Your account or Your account is terminated, all Your account information from Skillrater.com will be marked as deleted in and may be deleted from Skillrater’s databases and will be removed from any area of the Site. Information may continue to be available for some period of time because of delays in propagating such deletion through Skillrater’s web servers. In addition, third parties may retain saved copies of Your Information. Notice that Skillrater reserves the right to delete Your account and all of Your Information after a significant duration of inactivity.

9.USER CONTENT AND SUBMISSIONS.

9.1.You understand that all information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other Content submitted, posted or displayed by You on or through the Site (“User Content”) is the sole responsibility of the person from which such User Content originated. Skillrater claims no ownership or control over any User Content. You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any User Content you submit, post or display on or through Skillrater and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying User Content on or through Skillrater, you grant Skillrater a worldwide, non-exclusive, royalty-free, transferable, sub-licensable license to use, reproduce, adapt, distribute and publish such User Content through Skillrater. In addition, by submitting, posting or displaying User Content which is intended to be available to the general public, you grant Skillrater a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of promoting Skillrater and its services. Skillrater will discontinue this licensed use within a commercially reasonable period after such User Content is removed from Skillrater. Skillrater reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion.

9.2.You also represent and warrant that You have the right to grant, or that the holder of any rights, including moral rights in such content has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant, the license stated above. If You post User Content in any public area of the Site, You also permit any User to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on the Site retains any and all rights that may exist in such User Content. Skillrater may review and remove any User Content that, in its sole judgment, violates these Terms, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, Users of the Site. Skillrater reserves the right to expel Users and prevent their further access to the Site and/or use of the Services for violating the Terms or applicable laws, rules or regulations. Skillrater may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for Skillrater, damage Skillrater’s brand or public image, or cause Skillrater to lose Users or (in whole or in part) the services of its ISPs or other suppliers.

9.3.Skillrater does not represent or guarantee the truthfulness, accuracy, or reliability of User Content, derivative works from User Content, or any other communications posted by Users nor does Skillrater endorse any opinions expressed by Users. You acknowledge that any reliance on material posted by other Users will be at Your own risk.

9.4.The following is a partial list of User Content that is prohibited on the Application. The list below is for illustration only and is not a complete list of all prohibited User Content. Content that:

(a)is implicitly or explicitly offensive, such as User Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual;

(b)harasses, incites harassment or advocates harassment of any group or individual;

(c)involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing, “spamming” or “phishing”;

(d)promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

(e)promotes or endorses an illegal or unauthorized copy of another person’s copyrighted work, such as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files;

(f)contains restricted or password only access pages, or hidden pages or images;

(g)displays or links to pornographic, indecent or sexually explicit material of any kind;

(h)provides or links to material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits personal information from anyone under 18; or

(i)provides instructional information about illegal activities or other activities prohibited by these Terms, including without limitation, making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating any media; and

(j)solicits passwords or personal identifying information from other Users.

9.5.We appreciate hearing from our Users and welcome Your comments regarding our services and the Site. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, inventions or Content other than those which we have specifically requested. While we do value Your feedback on our services, please be specific in Your comments regarding our services and do not submit creative ideas, inventions, suggestions, or Content. If, despite our request, You send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the “Submission”), the Submission shall be the property of Skillrater. None of the Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission. Skillrater shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to You or any other person.

10.COMPLIANCE WITH APPLICABLE LAWS.

10.1.User and Skillrater shall comply in good faith with all applicable laws in the request, preparation, transmission, dissemination and use of Screening Reports, including, but not limited to, the FCRA, the Age Discrimination in Employment Act of 1967, Title I of the Americans with Disabilities Act of 1990, Title VII of the Civil Rights Act, Employment Opportunity Commission guidelines and regulations, Consumer Reporting Act (California Civil Code Sections 1785.1 et seq.), California Civil Code Section 1786, et. seq., and all other applicable laws and regulations relating to the use of consumer credit reports and consumer investigative reports.

10.2.The U.S. Equal Employment Opportunity Commission (“EEOC”) enforces Federal laws prohibiting employment discrimination. These laws protect employees and job applicants against employment discrimination when it involves:

• Unfair treatment because of race, color, religion, sex (including pregnancy), national origin, age (40 or older), disability or genetic information.
• Harassment by managers, co-workers, or others in the workplace, because of race, color, religion, sex (including pregnancy), national origin, age (40 or older), disability or genetic information.
• Denial of a reasonable workplace accommodation that the employee needs because of religious beliefs or disability.
• Retaliation because the employee complained about job discrimination, or assisted with a job discrimination investigation or lawsuit.

10.3.Specifically,The following laws are enforced by the EEOC:

• Title VII of the Civil Rights Act of 1964 (“Title VII”) — This law makes it illegal to discriminate against someone on the basis of race, color, religion, national origin, or sex. The law also makes it illegal to retaliate against a person because the person complained about discrimination, filed a charge of discrimination, or participated in an employment discrimination investigation or lawsuit. The law also requires that employers reasonably accommodate applicants’ and employees’ sincerely held religious practices, unless doing so would impose an undue hardship on the operation of the employer’s business.
• The Pregnancy Discrimination Act — This law amended Title VII to make it illegal to discriminate against a woman because of pregnancy, childbirth, or a medical condition related to pregnancy or childbirth. The law also makes it illegal to retaliate against a person because the person complained about discrimination, filed a charge of discrimination, or participated in an employment discrimination investigation or lawsuit.
• The Equal Pay Act of 1963 (“EPA”) — This law makes it illegal to pay different wages to men and women if they perform equal work in the same workplace. The law also makes it illegal to retaliate against a person because the person complained about discrimination, filed a charge of discrimination, or participated in an employment discrimination investigation or lawsuit.
• The Age Discrimination in Employment Act of 1967 (“ADEA”) — This law protects people who are 40 or older from discrimination because of age. The law also makes it illegal to retaliate against a person because the person complained about discrimination, filed a charge of discrimination, or participated in an employment discrimination investigation or lawsuit.
• Title I of the Americans with Disabilities Act of 1990 (“ADA”) — This law makes it illegal to discriminate against a qualified person with a disability in the private sector and in state and local governments. The law also makes it illegal to retaliate against a person because the person complained about discrimination, filed a charge of discrimination, or participated in an employment discrimination investigation or lawsuit. The law also requires that employers reasonably accommodate the known physical or mental limitations of an otherwise qualified individual with a disability who is an applicant or employee, unless doing so would impose an undue hardship on the operation of the employer’s business.
• Sections 102 and 103 of the Civil Rights Act of 1991 — Among other things, this law amends Title VII and the ADA to permit jury trials and compensatory and punitive damage awards in intentional discrimination cases.
• Sections 501 and 505 of the Rehabilitation Act of 1973 — This law makes it illegal to discriminate against a qualified person with a disability in the federal government. The law also makes it illegal to retaliate against a person because the person complained about discrimination, filed a charge of discrimination, or participated in an employment discrimination investigation or lawsuit. The law also requires that employers reasonably accommodate the known physical or mental limitations of an otherwise qualified individual with a disability who is an applicant or employee, unless doing so would impose an undue hardship on the operation of the employer’s business.
• The Genetic Information Nondiscrimination Act of 2008 (“GINA”)

10.4.PROHIBITED EMPLOYMENT POLICIES AND PRACTICES — Under the laws enforced by the EEOC, it is illegal to discriminate against someone (applicant or employee) because of that person’s race, color, religion, sex (including pregnancy), national origin, age (40 or older), disability or genetic information. It is also illegal to retaliate against a person because he or she complained about discrimination, filed a charge of discrimination, or participated in an employment discrimination investigation or lawsuit. The law forbids discrimination in every aspect of employment. These laws also prohibit an employers, employment agencies, labor unions, and “other covered entity” from using neutral employment policies and practices that have a disproportionately negative effect on applicants or employees of a particular race, color, religion, sex (including pregnancy), or national origin, or on an individual with a disability or class of individuals with disabilities, if the polices or practices at issue are not job-related and necessary to the operation of the business; and also prohibit an employer from using neutral employment policies and practices that have a disproportionately negative impact on applicants or employees age 40 or older, if the policies or practices at issue are not based on a reasonable factor other than age. Also, It is illegal for an employer, employment agency or union to take into account a person’s race, color, religion, sex (including pregnancy), national origin, age (40 or older), disability or genetic information when making decisions about job referrals.

• Job Assignments & Promotions — It is illegal for an employer to make decisions about job assignments and promotions based on an employee’s race, color, religion, sex (including pregnancy), national origin, age (40 or older), disability or genetic information; nor base assignment and promotion decisions on stereotypes and assumptions about a person’s race, color, religion, sex (including pregnancy), national origin, age (40 or older), disability or genetic information.
• Employment References — It is illegal for an employer to give a negative or false employment reference (or refuse to give a reference) because of a person’s race, color, religion, sex (including pregnancy), national origin, age (40 or older), disability or genetic information.
• Pre-Employment Inquiries — As a general rule, the information obtained and requested through the pre-employment process should be limited to those essential for determining if a person is qualified for the job; whereas, information regarding race, sex, national origin, age, and religion are irrelevant in such determinations. Employers are explicitly prohibited from making pre-employment inquiries about disability. Although state and federal equal opportunity laws do not clearly forbid employers from making pre-employment inquiries that relate to, or disproportionately screen out members based on race, color, sex, national origin, religion, or age, such inquiries may be used as evidence of an employer’s intent to discriminate unless the questions asked can be justified by some business purpose. Therefore, inquiries about organizations, clubs, societies, and lodges of which an applicant may be a member or any other questions, which may indicate the applicant’s race, sex, national origin, disability status, age, religion, color or ancestry if answered, should generally be avoided. Similarly, employers should not ask for a photograph of an applicant. If needed for identification purposes, a photograph may be obtained after an offer of employment is made and accepted.

11.POLICY REGARDING TERMINATION OF USERS WHO INFRINGE THE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS.

Skillrater respects the intellectual property of others, and we ask our Users and content partners to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owners rights. As a condition to Your use of the Site, You agree not to use the Site to infringe the intellectual property rights of others in any way. Skillrater reserves the right to terminate the accounts of any Users, and block access to the Site of any Users who are repeat infringers of the copyrights, or other intellectual property rights, of others. Skillrater reserves the right, in its sole discretion, to take these actions to limit access to the Site and/or terminate the accounts of any time, in our sole discretion Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement, with or without notice, and without any liability to the User who is terminated or to the User whose access is blocked. Notwithstanding the foregoing, in the event that You believe in good faith that a notice of copyright infringement has been wrongly filed against You, please contact the Director of Compliance and Fraud Prevention as set out above.

12.CONFIDENTIALITY.

12.1. “Confidential Information” means non-public information, technical data or know-how of a party and/or its affiliates, which is furnished to the other party in written or tangible form in connection with this Agreement. Oral disclosure will also be deemed Confidential Information if it would reasonably be considered to be of a confidential nature or if it is confirmed at the time of disclosure to be confidential.

12.2. Notwithstanding the foregoing, Confidential Information does not include information which is (i) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party, (ii) independently developed by the receiving party, (iii) publicly disclosed through no fault of the receiving party, (iv) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential, (v) approved for release by written agreement with the disclosing party or (vi) disclosed pursuant to the requirements of law, regulation, or court order, provided that the receiving party will promptly inform the providing party of any such requirement and cooperate with any attempt to procure a protective order or similar treatment.

12.3.Protection of Confidential Information – The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) except as otherwise authorized by the Disclosing Party in writing, shall limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

12.4. Furthermore, neither party will use the other party’s Confidential Information except as reasonably required for the performance of this Agreement. Each party will hold in confidence the other party’s Confidential Information by means that are no less restrictive than those used for its own confidential Content. Each party agrees not to disclose the other party’s Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party’s obligations hereunder. The confidentiality obligations set forth in this Section 12 will survive for TEN (10) years after the termination or expiration of this Agreement.

12.5. Upon termination or expiration of this Agreement, except as otherwise agreed in writing or otherwise stated in this Agreement, each party will, upon the request of the disclosing party, either (i) return all of such Confidential Information of the disclosing party and all copies thereof in the receiving party’s possession or control to the disclosing party or(ii) destroy all Confidential Information and all copies thereof in the receiving party’s possession or control. The receiving party will then, at the request of the disclosing party, certify in writing that no copies have been retained by the receiving party, its employees or agents.

12.6.Compelled Disclosure – The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. In case a party receives legal process that demands or requires disclosure of the disclosing party’s Confidential Information, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand.

13.RIGHTS UNDER THE FCRA TO THE CANDIDATE OR EMPLOYEE.

Confidentiality and Security of Information– Employer acknowledges and understands its obligation to maintain the confidentiality and integrity of any information received by candidates. All information requested by Employer is for Employer’s exclusive use and Employer shall take reasonable steps to ensure that all information provided by Skillrater will be held in strict confidence, will be kept confidential and will not be disclosed to any third party not involved in the employment decision for which the information is sought. Any use of the Screening Report provided by Skillrater, other than for the internal uses provided for in this contract is prohibited, including, but not limited to resale or other commercial use, misrepresentation, improper use of the information or access to the information by unauthorized personnel, whether intentionally or due to carelessness, and may subject Employer to criminal and/or civil liability under the Federal Credit Reporting Act (“FCRA”) and other applicable Federal, State and local laws.

14.SITE SECURITY RULES.

Users are prohibited from violating or attempting to violate the security of the Site, including, without limitation,

(a)accessing data not intended for such user or logging into a server or account which the user is not authorized to access,

(b)attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization,

(c)attempting to interfere with the service to any user, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing” or “crashing”, or

(d)sending unsolicited e-mail, including promotions and/or advertising of products or services, or

(e)forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

Violations of system or network security may result in civil or criminal liability. Skillrater will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

15.INFORMATION SECURITY.

User acknowledges and understands its obligation to maintain the confidentiality and integrity of any information and User identification numbers and passwords requested from or through Skillrater. You agree to immediately notify Skillrater of any unauthorized use of your registration or password.

16.PRIVACY.

Skillrater agrees to implement its privacy policies in effect from time to time. Skillrater reserves the right to modify its privacy and security policies from time to time in its business judgment and as it deems required for compliance with applicable law

17.TEMPORARY SUSPENSION.

17.1. Generally – Skillrater may suspend the User’s or any Authorized Users’ right to access or use any portion or all of the Services immediately upon notice to the User if Skillrater determines:

(a) The User’s or any Authorized Users’ use of or registration for the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or the systems or Content of any other Skillrater’s User, (iii) may subject Skillrater, Skillrater’s affiliates, or any third party to liability, or (iv) may be fraudulent;

(b) The User or any Authorized User is in breach of this Agreement, including if the User is delinquent on its payment obligations for more than FIFTEEN (15) days; or

(c) The User has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

17.2.Effect of Suspension – If Skillrater suspends the User’s rights to access or use any portion or all of the Service Offerings:

(a) The User remains responsible for all fees and charges the User has incurred through the date of suspension;

(b) The User remains responsible for any applicable fees and charges for any Services to which it continues to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; and

(d) Skillrater will not erase any of the User’s Data as a result of the suspension, except as specified elsewhere in this Agreement.

Skillrater’s right to suspend the User’s or any Authorized Users’ right to access or use the Service Offerings is in addition to Skillrater’s right to terminate this Agreement pursuant to Section 18.TERM AND TERMINATION.

18. TERM AND TERMINATION.

18.1. Initial Term – This Agreement shall commence on the Effective Date and shall continue for THIRTY (30) days (herein after referred to as the “Initial Term”).

18.2. Renewal & Successive Terms & Notice – Upon the laps of the Initial Term (or a/the Successive Term), the User may, at its option, renew this Agreement for a successive THIRTY (30) day term subject to the same terms and conditions (herein after referred to as a/the “Successive Term”). The User shall exercise this option by notifying Skillrater in writing of the User’s desire to renew this Agreement for a Successive Term, and that such notice is given prior to the laps of the then present term and within THREE (3) days of such laps full payment for the Successive Term is received by Skillrater; otherwise any other attempt to exercise this option, not confirming to the conditions of this provision shall be ineffective and the right to exercise this option shall be waived by the User.

18.3. Termination of the Option to Renew & Notice – Skillrater in its discretion, and with or without cause or reason, may elect terminate the User’s option to renew this Agreement for a Successive Term; provided that in exercising such power Skillrater notifies the User in writing that Skillrater has elected to terminate option to renew this Agreement for a Successive Term and that such notice is given at least TEN (10) days prior to the laps of the User’s then present term that arose from this Agreement. By choosing to not elect to terminate the User’s option to renew during any term does not preclude Skillrater from excising to exercise such power in any subsequent term arising from this Agreement; nor will Skillrater be held to have waived the right to exercise such power in the future.

18.4. Termination Upon Laps – Upon the laps of any term in which the option to renew for a Successive Term is not exercised, this Agreement shall terminate upon the lapsing such term.

18.5. Termination by Material Breach & Notice – Otherwise, termination of this Agreement may only be effectuated through a material breach, irrespective of whether such party in material breach of this Agreement is at fault for material breach occurring; and such material breach is not cured within TEN (10) days of receiving written notice by the non-breaching party.

18.6.Suspension while Awaiting Cure – During the period of time given to cure a material breach, while awaiting for the material breach to be cured, Skillrater, in its sole discretion, may suspend the User’s username(s) and respective password(s), account(s), or use of the Services.

18.7.Upon termination of this Agreement, the User shall expeditiously stop using, remove and/or return to Skillrater any proprietary information including but not limited to Confidential Information, trademarks, tradenames, and servicenames belonging to Skillrater. Additionally, the User will disconnect all computers and equipment connected to the Services provided on and accessed through the Site, and prevent and take measures and the proper course of action required to eliminate any potential future unauthorized access and use of the Services provided on and accessed through the Site.

18.8. Effect of Termination – Upon any termination of this Agreement:

(a) All rights of the User under this Agreement immediately terminate;

(b) The User remain responsible for all fees and charges the User has incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;

(c) The User will immediately return or, if instructed by Skillrater, destroy all Content in The User’s possession; and

(d) Surviving Provisions – Section 1, Section 4, Section 10, Section 12, and Sections 20 thru 42. shall survive any termination or expiration of this Agreement.

18.9. Deletion of User Data Upon Termination – In the event that this Agreement is terminated, Skillrater will, within FIVE (5) days of a the User’s request, make available one backup of the User Data in Skillrater’s standard format. The User agrees and acknowledges that Skillrater has no obligation to retain and may delete the User Data that remains in Skillrater’s possession or control more than SIXTY (60) days after termination. The User may retrieve its Data from the Services only if the User has paid any charges for any post-termination use of the Services and all other amounts due.

19.LINKS

The Site contains links to third party Sites. These links are provided solely as a convenience to you and not as an endorsement by Skillrater of the contents on such third-party Sites. The Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of Content on such third party Sites. If you decide to access linked third party Sites, you do so at your own risk.

20.PROMOTIONAL USE.

User agrees that Skillrater may use User’s name and logo to identify User as a customer of Skillrater on Skillrater’s Site, and as a part of a general list of Skillrater customers for use and reference in Skillrater corporate, promotional and marketing Content. User agrees that Skillrater may issue a press release identifying User as a Skillrater customer and describing User’s intended utilization, and the benefits that User expects to receive, from use of the Services. The content of any press release identifying User as a customer of Skillrater will be subject to User’s prior approval, which will not be unreasonably withheld.

21.VENDOR’S PROPRIETARY INTERESTS.

21.1.Subject to the limited rights expressly granted hereunder, Skillrater retains and reserves all rights, title and interest in and to the Services, Software and Content, including all related intellectual property rights. No rights are granted to the User hereunder other than as expressly set forth herein. This Agreement grants no ownership rights to the User. No license is granted to the User except as to use of the Services as expressly stated herein. Skillrater name, Skillrater logo, and the product names associated with the Services are trademarks of either Skillrater or their respective third parties, and they may not be used without the prior written consent of Skillrater’s or such Third Parties’.

21.2.Copyright – All Site Content, including, without limitation, the Skillrater logo, design, text, graphics, other files, and the selection and arrangement thereof are Copyright (c) 2009 Skillrater, Inc. ALL RIGHTS RESERVED. Except as stated herein, none of the material may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of Skillrater or the respective copyright owner. Permission is granted to display, copy, distribute and download the Content on this Site for personal, noncommercial and informational use only; provided that you may not, without the permission of Skillrater or the respective copyright owner,

(a)copy, publish or post any Content on any computer network or broadcast or publications media,

(b)modify the Content or

(c)remove or alter any copyright or other proprietary notices contained in the Content.

21.3.Trademarks – Skillrater, the Skillrater logo and the products and services described in this Site, including without limitation Skillrater.com, are either trademarks or registered trademarks of Skillrater and may not be copied, imitated or used, in whole or in part, without the prior written permission of Skillrater. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Skillrater, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Skillrater. All other trademarks, registered trademarks, product names and company names or logos mentioned herein are the property of their respective owners. You may not copy or adapt the HTML code that Skillrater creates to generate its pages. It is also protected by the Company’s copyright.

21.4.The compilation (meaning the collection, arrangement and assembly) of all content on this Site is the exclusive property of Skillrater and protected by U.S. copyright laws. Unauthorized use of the Material may violate copyright, trademark, and other laws. You must retain all copyright, trademark, service mark and other proprietary notices contained in the original Material on any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. The use of the Material on any other Site or in a networked computer environment for any purpose is prohibited.

22.LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY

22.1.Skillrater is not involved in any actual transactions between employers, their employees and candidates. As a result, the Skillrater is not responsible for User profile content, and has no control over the quality, safety or legality of the Users’ hiring process, the truth or accuracy of the responses, the ability of employers to offer job opportunities to candidates or the ability of candidates to fill job openings. Skillrater makes no representations about any User profile content on the Site. While Skillrater reserves the right in its sole discretion to remove User profile content or other material from the Site from time to time, Skillrater does not assume any obligation to do so and to the extent permitted by law, disclaims any liability for failing to take any such action.

22.2.Because User authentication on the Internet is difficult, Skillrater cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in User-to-User dealings or control the behavior of participants on the Site, in the event that You have a dispute with one or more Users, You release Skillrater (and our agents and employees) from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes to the fullest extent permitted by law. In addition, note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other users with whom you come in contact through the Site.

22.3.Furthermore, the Material may contain inaccuracies or typographical errors. Skillrater makes no representations about the accuracy, reliability, completeness, or timeliness of the Site or the Material. The use of the Site and the Material is at your own risk. Changes are periodically made to the Site and may be made at any time. Skillrater cannot guarantee and does not promise any specific results from use of the Site. No advice or information, whether oral or written, obtained by a User from Skillrater or through or from the Site shall create any warranty not expressly stated herein. You acknowledge and agree that you are solely responsible for the form, content and accuracy of any information or material contained therein placed by you on the Site. Employers are solely responsible for the content they create for use in the Site. Skillrater is not to be considered to be an employer with respect to your use of the Site and shall not be responsible for any employment decisions, for whatever reason made, made by any entity positing jobs on the Site.

22.4.If You are a California resident, You waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

22.5.To the extent permitted by law, in no event shall Skillrater be liable for the deletion, loss, or unauthorized modification of any User Content. Skillrater does not provide or make any representation as to the quality or nature of any of the third party products or services purchased through any Skillrater Site, or any other representation, warranty or guaranty. Any such undertaking, representation, warranty or guaranty would be furnished solely by the provider of such third party products or services, under the terms agreed to by the provider.

22.6.DISCLAIMER OF WARRANTY – TO THE FULLEST EXTENT POSSIBLE BY LAW, SKILLRATER DOES NOT WARRANT THAT THE SITE OR ANY SKILLRATER SERVICES WILL OPERATE ERROR-FREE OR THAT THE SITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF ANY SKILLRATER SITE OR THE SKILLRATER CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA OR ANY OTHER COSTS, SKILLRATER IS NOT RESPONSIBLE FOR THOSE COSTS. THE SITE AND SKILLRATER CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. SKILLRATER, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. SKILLRATER MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SKILLRATER CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

22.7.DISCLAIMER OF CONSEQUENTIAL DAMAGES – IN NO EVENT SHALL THE COMPANY, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE AND THE MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.8.IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF SKILLRATER IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

22.9.SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

22.10LIMITATION OF LIABILITY – The aggregate liability for the Skillrater to You for all claims arising from the use of the Content is limited to $100.

23.INDEMNITY

23.1.You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material You provide to the Site, (ii) Your use of any Skillrater Content, or (iii) Your breach of these Terms. Skillrater shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

23.2.By User. User shall indemnify, defend and hold Skillrater harmless from and against any and all claims, demands, costs expenses and liabilities of any kind or nature whatsoever, including, without limitation, reasonable attorneys’ fees and costs, which may be incurred by Skillrater based upon the illegal or wrongful use by User of the Screening Report, the gross negligence or intentional wrongdoing by User in connection with the use of the Screening Report, unsubstantiated claims brought by the User’s Candidate: or User’s failure to comply with its obligations under the FCRA or other applicable laws in connection with the procurement or use of the Screening Report.

24.ATTORNEYS FEES AND COSTS:

In the event a dispute arises with respect to this Agreement, the party prevailing in such dispute shall be entitled to recover all expenses, including, without limitation, reasonable attorneys’ fees and expenses incurred in ascertaining such party’s rights, and in preparing to enforce, or in enforcing such party’s rights under this Agreement, whether or not it was necessary for such party to institute suit or submit the dispute to arbitration.

ARTICLE II

GENERAL PROVISIONS

25.COMPLIANCE.

The User shall not violate any laws or third party rights on or related to the Skillrater Platform. Without limiting the generality of the foregoing, The User agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights.

26.INTERNATIONAL USAGE.

26.1.This Site is based in Palm Beach County, Florida. Skillrater makes no claims the Content are appropriate or may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

26.2.This Agreement is governed by the internal substantive laws of the State of Florida without respect to its conflict of laws principles. Jurisdiction for any claims arising under this Agreement shall lie exclusively with the state or federal courts in Palm Beach County, Florida. If any provision of this Agreement is found to be invalid by any court having 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.

26.3.No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in a particular “Legal Notice,” or Software License or material on particular web pages, this Agreement constitutes the entire Agreement between you and the Skillrater with respect to the use of Site. Any changes to this Agreement must be made in writing, signed by an authorized representative of the Skillrater.

27.BINDING ON SUCCESSORS AND ASSIGNS.

All references in this Agreement to the User and Skillrater shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the User and Skillrater.

28.RELATIONSHIP OF PARTIES.

The Parties acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

29.WRITTEN NOTICES AND COMMUNICATIONS; CONSENT TO ELECTRONIC NOTICE.

29.1.Communications from Skillrater to the User – Unless the User otherwise indicate in writing to Customer Support, Skillrater and Affiliates will communicate with the User by email or by posting communications on the Site. The User consents to receive communications from Skillrater electronically and the User agrees that these electronic communications satisfy any legal requirement that such communications be in writing. The User will be considered to have received a communication when Skillrater sends it to the email address the User has provided to Skillrater on the Site, or when Skillrater posts such communication on the Site. The User must keep the User’s email address updated on this Site, and the User must regularly check this Site for postings. If the User fails to respond to an email message from Skillrater regarding violation, dispute or complaint within two Business Days, Skillrater has the right to terminate or suspend the User’s Job or the User’s Account.

29.2.Communications from the User to Skillrater – All notices to Skillrater or Affiliates intended to have a legal effect must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address, and such notices are deemed effective upon receipt: Attn: Department of Legal Affairs, PO Box 31267, Palm Beach Gardens, FL 33410

29.3A party may, by giving notice, change its applicable address, email, or other contact information.

29.4All such notices in this Section 29. will be deemed to have been given upon the expiration of THIRTY-SIX (36) hours after mailing (if sent by first class mail) or sending by courier or TWELVE (12) hours after sending (if sent by email), or, if earlier, when received.

30.MODIFICATION.

Except as otherwise provided in this document, this Agreement may be modified, superseded, or voided only upon the written and signed agreement of the parties. Further, the physical destruction or loss of this document shall not be construed as a modification or termination of the Agreement contained herein.

31.NO ASSIGNMENT.

This Agreement may not be assigned by User without the prior written approval of Skillrater but may be assigned by Skillrater to (i) a parent or subsidiary, (ii) an acquirer of all or substantially all of Skillrater’s assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this Section will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.

32.NO IMPLIED WAIVER.

32.1.The failure of either party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such party’s right to demand strict compliance in the future.

32.2.No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

33.ADDITIONAL TERMS.

Certain areas of the Site may be subject to additional Terms. By using such areas, or any part thereof, You agree to be bound by the additional Terms applicable to such areas.

34.DISPUTES AND BINDING ARBITRATION.

34.1Informal Dispute Resolution – Before filing a Claim for arbitration or otherwise seeking relief in a court of law, the User agrees to first contact Skillrater atinfo@Skillrater.comto inform Customer Support of the User’s complaint and seek resolution. This notice of dispute must include: the User’s name, pertinent account information, a brief description of the dispute, and contact information so that Skillrater may evaluate the dispute and attempt to informally resolve same. Skillrater will have 60 days from the date of the original complaint to informally resolve the dispute, which if successful will avoid the need for further action.

34.2Binding Arbitration– Notwithstanding Section 34.1, above, the User agrees that any disputes or claims that the User may have against Skillrater will be (except as stated below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available that the AAA website www.adr.org. The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. The User’s arbitration fees and the User’s share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Skillrater will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and will provide a statement of reasons if requested by a party. Except as otherwise provided in this Agreement, the User and Skillrater may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. THE USER UNDERSTANDS THAT ABSENT THIS PROVISION, THE USER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE THE RIGHT TO A JURY TRIAL.

35.NON-EXCLUSIVITY.

Each party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.

36. NON-SOLICITATION.

During the Term of this Agreement and for a period of ONE (1) year thereafter, User (nor any of its Authorized Users) will not, and will ensure that its affiliates will not, directly or indirectly: (i) solicit for employment or for performance of any services any person employed by Skillrater or (ii) hire or engage for any services any person employed by Skillrater.

37.COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. 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.

38.CHOICE OF LAW, JURISDICTION, VENUE AND FORUM FOR RESOLVING DISPUTES.

38.1The User agrees that the laws of the State of Florida, United States, govern these Terms of Use, its subject matter, the User’s use of Skillrater.com, and any claim or dispute that the User may have against Skillrater, without regard to its conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability.

38.2The User further agrees that any disputes or claims that the User may have against Skillrater will be resolved by a court located in Palm Beach County, Florida, and the User agrees and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. BY AGREEING TO THESE TERMS OF USE, THE USER IS: (A) WAIVING CLAIMS THAT THE USER MIGHT OTHERWISE HAVE AGAINST SKILLRATER BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (B) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, PALM BEACH COUNTY IN THE STATE OF FLORIDA, UNITED STATES, OVER ANY DISPUTES OR CLAIMS THE USER HAS WITH US; AND (C) SUBMITTING ITSELF TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

39.HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

40.AFFIRMATION OF THE PARTIES.

The parties affirm that they have entered into this Agreement freely, voluntarily, and without reliance on any promises, representations, or other statements not contained in this Agreement and have read and understood this Agreement.

41.INTERPRETATION AND SEVERABILITY.

41.1.Whenever possible, the language in each provision of this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party and in such manner as to be effective and valid under applicable law.

41.2.If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable that portion shall be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties and the remaining portions shall remain in full force and effect.

42.INTEGRATION AND ENTIRE AGREEMENT.

This Agreement, including the agreements mentioned in the body as incorporated by reference, sets forth the final, complete, and exclusive statement of the Agreement between the User and Skillrater with regard to the subject matter hereof, and hereby supersedes any and all other prior and contemporaneous agreements, understandings, representations and warranties, express or implied, oral or written, between the parties. This is an integrated agreement.