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Terms of Service

Welcome to shortlistd.io, a site operated by Shortlistd, Inc (“shortlistd.io,” “us,” and “we”). shortlistd.io provides a platform designed to allow Talent (“Candidates”) seeking employment and or contractor opportunities to be connected with Hiring Partners (“Companies”) interested in hiring or engaging Talent.

These Terms and Conditions and the Website are governed by the laws of Delaware, United States. Any dispute arising from, or related to, these Terms and Conditions or the Business shall be subject to the exclusive jurisdiction of the Delaware Courts.

If you have any questions about these terms please contact us.

PLEASE READ THIS TERMS OF SERVICE (“AGREEMENT”) CAREFULLY. THIS WEBSITE AND THE INFORMATION ON IT ARE CONTROLLED BY SHORTLISTD.IO. THIS AGREEMENT GOVERNS YOUR USE OF THE WEBSITE, AND THE SERVICES, INFORMATION AND CONTENT AVAILABLE OR ENABLED VIA THE WEBSITE (THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR ACCESSING OR USING ANY OF THE SERVICES, YOU CONFIRM THAT

THE TERM “YOU” OR “USER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

Your use of, and participation in, certain Services may be subject to additional terms (“Additional Terms”) and such Additional Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the Additional Service. If the Agreement is inconsistent with the Additional Terms, the Additional Terms shall control with respect to such Service. All Additional Terms are hereby incorporated into this Agreement by reference. This Agreement and any Additional Terms are referred to herein as the “Terms.”

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY SHORTLISTD.IO IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, shortlistd.io will make a new copy of the Agreement available at the Website and Shortlistd.io may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you agree to stop using the Website and the Services. Otherwise, your continued use of the Website or Services constitutes your acceptance of such change(s).

1. Use

The Website, the Services, and the information and content available on the Website and the Services (collectively, “shortlistd.io”) are protected by copyright laws. Subject to the Terms, shortlistd.io grants you a limited license to use the shortlistd.io website solely for your personal or internal business purposes. Your right to use any shortlistd.io is subject to these Terms.

1.1 Upgrades. shortlistd.io may from time to time develop patches, updates, upgrades and other modifications to improve the performance of the Services (“Upgrades”). These Upgrades may be installed without providing any additional notice or receiving any additional consent. Under this Agreement, you consent to these automatic updates. If you do not wish to use such Upgrades, your sole remedy is to terminate your Account. If you do not terminate your Account, you will receive Upgrades automatically. Your continued use of the shortlistd.io is your agreement to this Agreement with respect to the shortlistd.io websites.

1.2 Restrictions. The rights granted to you in this Agreement are subject to the following restrictions:

(a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any sortlistd.io or any portion of shortlistd.io, including the Website;

(b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other asset of shortlistd.io (including images, text, page layout or form) of shortlistd.io;

(d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of shortlistd.io;

(e) you shall not use any manual or automated software, devices or other processes (including, but not limited to, spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

(f) you will not access shortlistd.io in order to build a similar or competitive website, application or service; You agree that during the term of this agreement and for a period of two years after the termination or expiration of this agreement, you shall not directly or indirectly develop, create, or assist in the development or creation of any website, application, or service that competes with the services provided by shortlistd.io through shortlistd.io.

In the event of a breach of this non-competition clause, shortlistd.io shall be entitled to an immediate injunctive relief and any other remedies available under the law. Furthermore, shortlistd.io shall be entitled to a penalty of $5,000, payable to shortlistd.io, for each day that the breach continues.

(g) except as expressly stated herein, no part of any shortlistd.io websites may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and

(h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in shortlistd.io. Any future release, update or other addition to shortlistd.io shall be subject to the Terms.

Any unauthorized use of shortlistd.io terminates the licenses granted by shortlistd.io pursuant to the Terms.

1.3 Third-Party Materials. As a part of shortlistd.io, you may have access to materials that are hosted by another party. You agree that shortlistd.io does not monitor such materials and that you access these materials at your own risk.

2. Registration

2.1 Registering Your Account. In order to access features of shortlistd.io you must become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account through the Website or Services (“Account”). shortlistd.io may allow you to use a third party service, like Google or LinkedIn, to register for an Account.

2.2 Registration Data. In registering an Account through the Services, you agree to

(a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and

(b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are

(i) at least eighteen (18) years old;

(ii) of legal age to form a binding contract; and

(iii) not a person barred from using shortlistd.io. You are responsible for all activities that occur under your Account. You agree to monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of shortlistd.io by minors.

(i) notify shortlistd.io immediately of any unauthorized use of your password or any other breach of security; and

(ii) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or shortlistd.io has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, shortlistd.io has the right to suspend or terminate your Account and refuse any and all current or future use of shortlistd.io. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. shortlistd.io reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use shortlistd.io if you have been previously removed by shortlistd.io, or if you have been previously banned from shortlistd.io.

2.3 Equipment. You must provide all equipment and software necessary to connect to shortlistd.io. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing shortlistd.io.

3. Responsibility for Content

3.1 Types of Content. You acknowledge that all data, text, software, sounds, photographs, graphics, videos, messages, tags and/or other materials (“Content”), including shortlistd.io, is the sole responsibility of the party from whom such Content originated. This means that you, and not shortlistd.io, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through shortlistd.io or data collected by or related to the Services and your use thereof (collectively, “Your Content”), and that you and other Users of shortlistd.io, and not shortlistd.io, are similarly responsible for all Content they Make Available through shortlistd.io (“User Content”). The use of Your Content by shortlistd.io will be subject to the terms of our Privacy Policy located at https://www.shortlistd.io/privacy

3.2 No Obligation to Screen Content. You acknowledge that shortlistd.io has no obligation to pre-screen Content (including, but not limited to, User Content and Candidate Information (as defined below)), although shortlistd.io reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that shortlistd.io pre-screens, refuses or removes any Content, you acknowledge that shortlistd.io will do so for shortlistd.io’ benefit, not yours. Without limiting the foregoing, shortlistd.io shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.

3.3 Stored Content. Unless expressly agreed to by shortlistd.io in writing elsewhere, shortlistd.io has no obligation to store Your Content that you Make Available on shortlistd.io. shortlistd.io has no responsibility or liability for the deletion or accuracy of any Content, including Your Content and Candidate Information; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of shortlistd.io. You agree that shortlistd.io retains the right to create reasonable limits on shortlistd.io’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by shortlistd.io in its sole discretion.

4. Relationship of the Parties.

shortlistd.io is an independent company and not an employee, agent, or joint venture of any of the parties. shortlistd.io shall be responsible for determining the manner and means by which it performs its obligations under this agreement and shall be solely responsible for compliance with all applicable laws, regulations, and ordinances.

Unless agreed in a work order for contracting services any agreements created between a Company and a Candidate are not binding on us. We are not liable for, or obligated to enforce, any agreements between a Company and a Candidate. You will not consider shortlistd.io, nor will shortlistd.io be construed as, a party to such transactions, whether or not shortlistd.io receives some form of remuneration in connection with the transaction, and shortlistd.io will not be liable for any costs or damages arising out of or related to such transaction. No contractual obligations are created with us with respect to such transactions or agreements.

5. Candidate Specific Terms

5.1 Overview of Service. In order to use the Services, you must be a Registered User. As a Candidate, you may be required to submit your resume and other applicable information, including your name, email address, employment and work history, work experience, educational background and skill set (“Candidate Information”) to be eligible to be matched with potential opportunities. shortlistd.io reserve the right, in its sole discretion, to accept or reject candidates registration to use the Services.

5.2 Agreement. You specifically acknowledge and agree to the following:

a. you will only forward your profile to a Company via the Website and will not contact any Company directly or indirectly by any other means;

b. you will provide us with any information reasonably requested by us or a registered company in connection with your details;

5.3 Obligations. Candidate is required to promptly notify shortlistd.io if Candidate accepts an Offer (as defined below). Candidate also agrees to provide shortlistd.io with Candidate’s start date (“Start Date”), job title, compensation terms and other key terms of such Offer as requested by shortlistd.io. Candidate shall promptly notify shortlistd.io in the event that:

(a) Company terminates Candidate’s employment or engagement within ninety (90) days after the Start Date,

(b) Candidate voluntarily terminates their employment or engagement within ninety (90) days after the Start Date, or

(c) prior to the Start Date, either Candidate or Company elects not to begin the employment or engagement contemplated by the Offer.

6. Company Specific Terms

6.1 Definitions.

(a) “Placement Fee” means the placement fee that Companies must pay to Shortlistd.io.

(b) “Offer” means an offer for paid employment or engagement as a paid contractor for any length of services given by Company to a Candidate. shortlistd.io does not distinguish between offers for employment and offers for engagement as a paid contractor.

(c) “Additional Terms” means a written quote, work order or framework agreement or other similar document evidencing the Services Company has purchased, which is agreed to and signed by shortlistd.io and Company. Each Additional Term is hereby incorporated into these Terms.

(d) “Subscription Company” means a Company who has entered into an Order specifying subscription services with shortlistd.io.

(e) “Successful Hire” means a Candidate’s commencement of employment or engagement with Company.

6.2 Description of Services for Companies.

(a) Registration. To be introduced to Candidates through the Services, Company must be:

(i) a Registered User; and

(ii) a party to a valid agreement wth shortlistd.io. When registering, shortlistd.io may ask Company for additional information related to your company and the types of Candidates you are looking to hire (“Company Content”). shortlistd.io will review the Company Content during the registration process and any other information that is publicly available. shortlistd.io reserve the right, in its sole discretion, to accept or reject Company’s registration to use the Services.

(b) Description of the Services. Once Company becomes a Registered User, shortlistd.io will introduce qualified Candidates to the Company and make available relevant Candidate Information through the Services. COMPANY UNDERSTANDS THAT SHORTLISTD.IO DOES NOT INQUIRE INTO THE BACKGROUNDS OF CANDIDATES OR ATTEMPT TO VERIFY THE STATEMENTS OR INFORMATION OF THE CANDIDATES (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS).

COMPANY AGREES TO

(1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT COMPANY MAY REQUIRE BEFORE ENGAGING A CANDIDATE, AND

(2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED EMPLOYMENT OR ENGAGEMENT OF ANY CANDIDATE.

(a) if you make an Offer, you shall provide shortlistd.io with a copy of a fully executed offer letter, including information as to the Candidate’s Start Date,

(b) you will promptly notify shortlistd.io should the Start Date or Offer terms change at any time, and

(i) is terminated within ninety (90) days of the Start Date by Company due to unsatisfactory performance, (ii) is terminated within ninety (90) days of the Start Date voluntarily by the Candidate, or

(iii) prior to the Start Date, either Company or the Candidate elected not to begin such employment or engagement contemplated by the Offer.

(d) Statement of works. If the client appoints shortlistd.io to provide contracting services and statement of work, the client agrees to enter into an additional agreement and a separate statement of work or work order agreement with shortlistd.io

6.3 Placement Fees

(a) Overview. Companies agree to pay shortlistd.io a Placement Fee for each Successful Hire of a Candidate whose Candidate Information you viewed or obtained through our Services at any time in the twelve (12) months prior to extending the Candidate an Offer. Notwithstanding the foregoing, in the event of a Placement Fee dispute, if Company can establish that it had an Active Interview Process (as defined below) with the Candidate within three (3) months before using our Website or Services (e.g., the Candidate had already begun the interview process with Company and such process had not been terminated, or Company had received the Candidate’s resume from an employment agency or head-hunter and the Candidate was already under active consideration by Company), Company may be exempted from paying the Placement Fee. However, the final determination as to whether a Placement Fee is owed by Company for a Successful Hire will be at the sole and reasonable discretion of shortlistd.io. For the purposes hereof, "Active Interview Process" shall mean continuous and direct back and forth communication, in an active recruiting or hiring context for a Candidate, and during which a decision to put a Candidate on hold or reject has not been made.

(b) Payment. For each Successful Hire, you shall pay the full Placement Fee calculated on a percentage of 15% of the first year’s guaranteed Remuneration of an Applicant introduced by shortlistd.io to the Client. The Applicant’s Remuneration includes any guaranteed bonuses, and commissions. [Allowances such as schooling, medical, flights, laptop, or mobile are excluded from the calculation.]. The company will pay shortlistd.io no later than thirty (30) days after the Candidate’s Start Date. You agree that late or partial payment of a Placement Fee will be subject to a late charge of 1.0% per month. You further agree that late or partial payment of a Placement Fee will invalidate the Placement Fee guarantee below.

(c) Placement Fee Guarantee. Except for Subscription Companies, if a candidate who is hired by you resigns or is terminated for cause (i.e., for poor job performance) within ninety (90) days after candidate’s commencement of employment by you (the date of such resignation or termination, the “Candidate Termination Date,” and

(i) Company terminated such Candidate’s employment or engagement within ninety (90) days after such Candidate’s Start Date due to unsatisfactory performance (and not, for clarity, due to Company’s general downsizing or layoffs), or such Candidate voluntarily terminated his or her employment or engagement within ninety (90) days after his or her Start Date;

(ii) Company paid the Placement Fee in full no later than thirty (30) days after such Candidate’s Start Date; and

(ii) Company does not intend to resume the Candidate’s employment or engagement for at least nine (9) months after the termination date (“Placement Fee Guarantee”).

shortlistd.io will allow you to secure a replacement Candidate at no additional cost to you, provided however that the Placement Fee for the Terminated Applicant has been paid or remain payable.

For avoidance of doubt, a candidate terminated for reason of merger, acquisition, company downsizing or layoffs, or financial cutbacks, such Applicant shall not be considered for refund pursuant to this Section.; failure to provide such notice will void any obligation of Company under this Section 6.3(c).

(d) Placement Fee Refund. Except for Subscription Companies, if you are not able to identify a replacement, shortlistd.io shall issue you a credit in the amount of 75% of the Placement Fee paid by Company if the termination occurs between 1 and 30 days of the commencement of employment, 50% if the termination occurs between 30 and 60 days of the commencement of employment and 25% if the termination occurs between 60 and 90 days of the commencement of employment.

6.4 Subscription Services.

(a) Overview. Subscription Companies will be charged a subscription fee (“Subscription Fee”) which will be paid monthly and will be agreed on an additional terms between the client and shortlist.io. The subscription company will be charged for each successful placement and a discount for any Placement Fees as agreed upon between the Company and shortlistd.io for the period set forth in the applicable additional terms (the "Subscription Period"). During the Subscription Period, the Subscription Company will be introduced to Candidates through the Services and may extend Offers to Candidates. All Offers accepted within the Subscription Period will be subject to a reduced Placement Fees.

(b) Payment. All Subscription Fees for the Services are non-refundable and are due and payable within thirty (30) days from the date indicated on each invoice as sent to Company by shortlistd.io. For the avoidance of doubt, a Subscription Company shall not be eligible for any Placement Fee Credits. You agree that late or partial payment of a Subscription Fee will be subject to a late charge of 1.0% per month.

6.5 Taxes. All fees, whether Placement Fees or Subscription Fees, shall be paid to shortlistd.io in USD, and exclude all sales, use, withholding, excise, value added, and other taxes. Company is solely responsible for the payment of all such taxes, duties, and charges of any kind imposed by any governmental entity in connection with the Services (excluding taxes based solely on shortlistd.io’s income).

7. Confidential Information.

You agree to keep all information gained from using the Website or Services confidential. You agree that:

(a) you will use any Content or Candidate Information submitted by Candidates or Companies in accordance with applicable privacy and data protection laws;

(b) you will not disclose the names or identities of any Candidates to any third parties; and

(c) you will take appropriate physical, technical and administrative measures to protect Content obtained through use of the Website or Services from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly or privately, disclose or disseminate any job offers, or opportunities which you become aware of through the Website or Services.

8. Ownership

8.1 shortlistd.io. Except with respect to Your Content and User Content, you agree that shortlistd.io own all rights, title and interest in and to all shortlistd.io. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or any other shortlistd.io.

8.2 Trademarks. “shortlistd.io”, and other related graphics, logos, service marks and trade names used on or in connection with shortlistd.io or in connection with the Services are the trademarks of shortlistd.io and may not be used without permission. Other trademarks, service marks and trade names that may appear on or in shortlistd.io are the property of their respective owners.

8.3 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in shortlistd.io.

8.4 Your Content. shortlistd.io does not claim ownership of Your Content. However, when you as a user post or publish Your Content (including Candidate Information) on or in shortlistd.io you represent that you own or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You grant shortlistd.io a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part), for the purposes of:

(a) operating, improving and providing the Services; and

(b) compiling statistical and other information related to the performance, operation, and use of the Service. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of shortlistd.io. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not shortlistd.io, are responsible for all of Your Content that you Make Available on or in shortlistd.io.

8.5 Account. Notwithstanding anything contained herein to the contrary, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of shortlistd.io.

9. User Conduct

9.1 General. In connection with your use of Shortlistd.io, you shall not:

(a) Use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Website or Services;

(b) Make Available any Content that

(i) is unlawful, tortious, defamatory, vulgar, obscene, libellous, or racially, ethnically or otherwise objectionable;

(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

(iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

(iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or

(v) promotes illegal or harmful activities;

(c) Post or transmit any Opportunity or posting that does not comply with applicable law, including, but not limited to, United States federal, state and local laws relating to equal employment opportunity and employment eligibility verification;

(d) Impersonate any person or entity, including, but not limited to, shortlistd.io personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(e) Make Available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);

(f) Make Available any Content that infringes or otherwise violates the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;

(g) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;

(h) Stalk or otherwise harass any other user of our Shortlistd.io; or

(i) Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.

9.2 Monitoring. shortlistd.io may monitor or review shortlistd.io and Your Content at any time. shortlistd.io shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. If shortlistd.io becomes aware of any possible violations by you of any provision of the Terms, shortlistd.io reserves the right to investigate such violations, and Shortlistd.io may, at its sole discretion, immediately terminate your license to use shortlistd.io, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

10. Interactions with Other Users.

You are solely responsible for your interactions with other Users and any other parties with whom you interact; provided, however, that Shortlistd.io reserves the right, but has no obligation, to intercede in such disputes. You agree that Shortlistd.io will not be responsible for any liability incurred as the result of such interactions. SHORTLISTD.IO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS REGISTERED USERS OR ATTEMPT TO VERIFY THE CONTENT OF ITS REGISTERED USERS. SHORTLISTD.IO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF REGISTERED USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE REGISTERED USERS.

10.1 Content Provided by Other Users. shortlistd.io may contain User Content provided by other Users. shortlistd.io is not responsible for and does not control User Content. shortlistd.io has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.

10.2 Third-Party Websites, Applications & Ads. shortlistd.io may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left shortlistd.io and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of shortlistd.io. shortlistd.io is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. shortlistd.io provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services. You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications before proceeding with any transaction with any third party.

11. Indemnification.

You agree to indemnify and hold shortlistd.io, its successors, assigns, parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “shortlistd.io Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of:

(a) Your Content;

(b) your use of the Services or any other Shortlistd.io;

(c) your violation of the Terms (including, without limitation, your submission of false or misleading information through the Services);

(d) your violation of any rights of another party, including any Users;

(e) your interactions with other Users; and

(f) your violation of any applicable laws, rules or regulations. shortlistd.io reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with shortlistd.io in asserting any available defences. This provision does not require you to indemnify any of the shortlistd.io Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to shortlistd.io.

12. Disclaimer of Warranties and Conditions

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SHORTLISTD.IO IS AT YOUR SOLE RISK, AND SHORTLISTD.IO ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHORTLISTD.IO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.

(a) SHORTLISTD.IO MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT:

(1) SHORTLISTD.IO WILL MEET YOUR REQUIREMENTS;

(2) YOUR USE OF SHORTLISTD.IO WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SHORTLISTD.IO WILL BE ACCURATE OR RELIABLE.

(b) SHORTLISTD.IO MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICES OR TIMELINESS OF THE SERVICES IN MEETING YOUR EMPLOYMENT OBJECTIVES. SHORTLISTD.IO DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN CANDIDATES BEING HIRED, POSITIONS BEING FILLED OR CANDIDATES BEING RETAINED, AND IS NOT RESPONSIBLE OR LIABLE FOR ANY BUSINESS, EMPLOYMENT, HIRING AND/OR SALARY DECISIONS, FOR WHATEVER REASON MADE, MADE BY YOU.

(c) ANY CONTENT ACCESSED THROUGH SHORTLISTD.IO, IS AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

12.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT SHORTLISTD.IO PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SHORTLISTD.IO LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. SHORTLISTD.IO MAKES NO WARRANTY THAT THE SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SHORTLISTD.IO MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH SHORTLISTD.IO.

12.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF SHORTLISTD.IO. YOU UNDERSTAND THAT SHORTLISTD.IO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF SHORTLISTD.IO.

12.4 No Liability for Employment Issues. YOU ACKNOWLEDGE AND AGREE THAT SHORTLISTD.IO PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SHORTLISTD.IO LIABLE, FOR CONTRACTS, CONTRACTUAL OBLIGATIONS, OR OTHER OBLIGATIONS THAT MAY ARISE FROM AN EMPLOYMENT, CONTRACTOR, OR OTHER RELATIONSHIP BETWEEN COMPANY AND ANY CANDIDATE.

13. Limitation of Liability

13.1 Disclaimer of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SHORTLISTD.IO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT SHORTLISTD.IO HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

13.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL SHORTLISTD.IO BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO SHORTLISTD.IO BY YOU DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF SHORTLISTD.IO FOR (A) DEATH OR PERSONAL INJURY CAUSED BY SHORTLISTD.IO’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY SHORTLISTD.IO’S FRAUD OR FRAUDULENT MISREPRESENTATION.

13.3 User Content. EXCEPT FOR SHORTLISTD.IO’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN ITS PRIVACY POLICY, SHORTLISTD.IO ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.

14 Referral Program

shortlistd.io operates a referral program, the details of which are available here https://www.shortlistd.io/referrals-terms-and-conditions

15. Termination.

15.1 Termination of Services. This Agreement will remain in full force and effect until terminated as set forth herein. If you are a Non-Subscription Company or Candidate, you may terminate your Account, your access to the Services, and this Agreement at any time, for any reason by deactivating your Account and/or emailing info@shortlistd.io. If you are a Subscription Company, you may terminate your Account, your access to the Services, and this Agreement by emailing info@shortlistd.io at least thirty (30 business days prior to the end of your current Subscription Period. If you fail to do so, this Agreement and your subscription Services will automatically renew for an additional Subscription Period and you will be invoiced an additional Subscription Fee in accordance with the terms of your Order. shortlistd.io may terminate your Account if

(a) you are in breach of the Agreement, and upon notice to you, you fail to cure such breach within fifteen (15) days; or (

b) if shortlistd.io decides in its sole discretion to stop providing the applicable Services.

You understand that any termination of this Agreement and your Account may involve deletion of your Account information from our live databases and all the information stored for such Account. shortlistd.io will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.

15.2 Effect of Termination. Termination of the Services includes removal of access to the Services and barring of further use of the Services. Upon termination of the Services, your right to use the Services will automatically and immediately terminate. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases and Shortlistd.io will not have any liability whatsoever to you for any deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

16. Dispute Resolution.

In the event that you have a dispute with one or more other users, you hereby release Company, its officers, employees, agents, and successors in rights from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our service.

If a dispute arises out of or relates to this contract, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.

17. General

17.1 Electronic Communications. The communications between you and shortlistd.io use electronic means, whether you visit Shortlistd.io or send Shortlistd.io e-mails, or whether shortlistd.io posts notices on Shortlistd.io or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from shortlistd.io in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that shortlistd.io provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

17.2 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Shortlistd.io’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Notwithstanding Shortlistd.io may assign, subcontract, delegate or otherwise transfer its rights and obligations hereunder.

17.3 Force Majeure. shortlistd.io shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labour or materials.

17.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to shortlistd.io, please consult our FAQ and contact us here https://www.shortlistd.io/contact. We will do our best to address your concerns.

17.5 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and shortlistd.io agree that all claims and disputes arising out of or relating to the Agreement will be litigated by the Delaware courts.

17.6 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF DELAWARE.

17.7 Choice of Language. It is the express wish of the parties that the Terms and all related documents have been drawn up in English.

17.8 Notice. shortlistd.io may give notice by e-mail at the email address registered for registered users. You may give notice to shortlistd.io at the following address: info@shortlistd.io.

17.9 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

17.11 Entire Agreement. These Terms, including all Additional Terms, are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. It is expressly agreed that these Terms shall supersede the terms in any Company purchase order, and the terms included in any such Company purchase order or other Company policy shall not (a) apply to the Services ordered, and (b) in any way modify, revise, supplement, or otherwise affect the terms and conditions in these Terms.

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