IMAGINE CAREERS, INC.

EMPLOYER TERMS OF SERVICE

Last Modified:  February 23, 2016

Thank you for your interest in enhancing your employer profile or otherwise using the website (the "Website​") of Imagine Careers, Inc. ("IC​", the "Company​", "we​" and the like) and/or downloading the IC mobile device application (the "Application"​) that provides access to content and services of IC (collectively, such Website, content and services, and the Application, are referred to herein as the "Services​"). Download, installation and use of the Services are all offered to you and your authorized users by IC subject strictly to the terms and conditions set forth below.

PLEASE READ THIS DOCUMENT CAREFULLY! THESE EMPLOYER TERMS OF SERVICE (THESE "EMPLOYER TERMS") GOVERN USE OF THE SERVICES BY EMPLOYERS AND THEIR AUTHORIZED USERS (AS HEREINAFTER DEFINED) (COLLECTIVELY, "EMPLOYERS" OR "YOU"), INCLUDING IMPORTANT INFORMATION ABOUT EMPLOYERS' RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO EMPLOYERS. PLEASE PRINT OUT A COPY OF THESE EMPLOYER TERMS TO KEEP FOR YOUR OWN RECORDS AND PROVIDE THE SAME TO ALL AUTHORIZED USERS IN YOUR ORGANIZATION. THE MOST CURRENT VERSION OF THESE TERMS IS AVAILABLE ON THE WEBSITE.

PLEASE READ THIS DOCUMENT CAREFULLY! THESE EMPLOYER TERMS OF By downloading, installing and/or using the Services, as applicable, you acknowledge the legally binding acceptance of and agreement to these Employer Terms by you and your Authorized Users. If you do not agree to these Employer Terms, you are not authorized to use the Services and should discontinue any use of the Services.

Please also read IC's Terms of Use available at https://discover.imaginecareers.com/terms (the "Terms of Use​") and IC's Privacy Policy available at https://discover.imaginecareers.com/privacy (the "Privacy Policy​"), in each case as the same are amended from time to time, and both of which are incorporated by reference into these Employer Terms. Without limiting the foregoing, you expressly acknowledge and agree that: (a) you and each Authorized User of your organization shall be legally bound as a "User" (also described as "you") under the Terms of Use and the Privacy Policy in addition to being bound by the terms of these Employer Terms; and (b) these Employer Terms are in addition to, and are not a replacement of, the Terms of Use and the Privacy Policy.

IC reserves the right to change or modify these Employer Terms, the Terms of Use and the Privacy Policy from time to time. IC will post any changes thereto. The date of the latest changes will be indicated at the top of each document. You are advised to check these documents periodically for updates. Continued use of the Services following the posting of changes will mean that you agree to be bound by such changes.

  1. GENERAL EMPLOYER TERMS

1.1 Licenses.  Subject to the terms and conditions of these Employer Terms, IC hereby agrees to provide to the Employer (including its Authorized Users), and the Employer agrees to purchase from IC pursuant to IC's standard form of purchase order signed by a representative of IC and applicable to the Employer (each, a "Purchase Order​"), the terms of which are expressly incorporated herein by reference, access to the Services, and IC hereby grants to the Employer a non­exclusive, non­transferable, revocable license to use the Services during the term hereof, solely for the Employer's internal business purposes. For purposes of these Employer Terms, "Authorized Users​" means any employee, contractor, or agent of the Employer authorized by the Employer to access the Services as permitted under these Employer Terms; provided, that the Employer shall be responsible for each such person's use of the Services and compliance with the terms of these Employer Terms.

1.2 Employer Cooperation and Restrictions on Use.  Employer Cooperation and Restrictions on Use. The Employer agrees to: (a) designate a primary contact person to interact with IC during the term of each Purchase Order (and the Employer will use reasonable efforts to retain the continuity of its designated contact person, and in the event of any such substitution or removal, a suitable replacement will be appointed as promptly as possible and the Employer shall notify IC of the identity and contact information of such other person); and (b) cause each of its Authorized Users to abide by all terms and restrictions of these Employer Terms, including without limitation all restrictions on use set forth in the Terms of Use and Privacy Policy.

1.3 Responsibility for User Interactions.  The Employer acknowledges that IC provides Services that allow Users to learn about and connect with the Employer and vice versa, and IC is not in any way responsible for any in­person interactions between or among Users as a result of the Services. You acknowledge and agree: (a) that you are solely responsible and liable for any communications with Users by you or your Authorized Users, whether through the Services or otherwise; (b) that you are solely responsible and liable for any User’s experience with you as an employee, consultant or in any other relationship with you; (c) that IC is not agreeing to provide you with any specific number of User leads, introductions or other potential interactions, or with any Users bearing specific User characteristics; and (d) to indemnify IC for any claims arising out of or in connection with the foregoing.

1.4 Fees and Taxes.

1.4.1 In consideration of the Services and the specific employer profile enhancements made available to you as described in the Purchase Order, the Employer will pay to IC the fees set forth in each respective Purchase Order (collectively, "Fees​") in accordance with the payment terms set forth in such Purchase Order. In the event that no payment terms are set forth in a Purchase Order, each Employer agrees that it shall pay any Fees due at inception of a Purchase Order within 15 days thereof and all other Fees that are due and owing to IC within 15 days of the date of an invoice from IC. If there are no specific Fees set forth in a Purchase Order, then the Fees applicable to the Employer's use of the Services shall be IC's pricing terms as are then in effect. IC reserves the right to change any of its product and service prices at its sole discretion upon notice to the Employer, including by way of publication of such changes on the Website.

1.4.2 Except as otherwise set forth on a Purchase Order, all amounts unpaid for more than 30 days following the applicable due date will be subject to an administrative late fee equal to the lesser of the maximum amount allowable by the law of the state in which the Employer is located or 1.5% per month. In addition to all other remedies that may be available to IC hereunder, at law, in equity or otherwise, IC will be entitled to suspend or terminate the Employer's access to the Services in the event that the Employer fails to pay any amounts due hereunder.

1.4.3 The Employer shall be responsible for the payment of all taxes, excises, payroll deductions, fees, fines, penalties, or other payments required by federal, state, or municipal law, ordinance, or regulation in relation to the Employer's obligations under these Employer Terms. The Employer shall collect and pay promptly and before delinquency all taxes imposed under current or subsequent law.

1.4.4 All payments, prices and other amounts relevant to these Employer Terms are in U.S. Dollars.

1.5 Term and Termination.  Except as otherwise set forth in a Purchase Order:

1.5.1 Unless earlier terminated pursuant to this Section 1.5 or the provisions of the Terms of Use or Privacy Policy, the term of these Employer Terms commences as of the effective date of the applicable Purchase Order and will continue thereafter for an initial period of one year, and will automatically renew for successive one year periods upon the expiration of the initial term, unless either party gives notice of non­renewal at least thirty (30) days prior to expiration. Fees for any subsequent term following the initial term shall be at IC's then­current rates.

1.5.2 Notwithstanding the terms of Section 1.5.1, either party may terminate these Employer Terms and the applicable Purchase Order(s), effective immediately by giving the other party written notice, if the other party has breached a material provision of these Employer Terms and that breach (a) is not capable of being cured; or (b) if it is capable of being cured, remains uncured 30 days after the breaching party receives written notice of that breach; provided, that if such breach is one that could not reasonably have been cured within 30 days and the breaching party is working diligently and in good faith toward curing it, there shall be no termination right hereunder so long as the breach is timely cured. For purposes of this Section, a breach of Section 1.4.1 (failure of the Employer to timely pay) will constitute a material breach that is incapable of being cured. Notwithstanding anything herein to the contrary, and in addition to all other remedies that may be available to IC hereunder, at law, in equity or otherwise, IC will be entitled to suspend or terminate the Employer's access to the Services in the event that IC determines in its sole discretion that an Employer or its Authorized Users has breached any of the restrictions or failed to keep any of its obligations herein or in the Terms of Use or Privacy Policy.

1.5.3 Upon expiration or termination of these Employer Terms as to an Employer, any amounts owed to IC hereunder and under all Purchase Orders will be due and all licenses granted to the Employer hereunder will immediately terminate. Upon termination, the Employer shall cease all use of the Services. The Employer shall not be entitled to any refund of Fees or other amounts upon expiration or earlier termination of these Employer Terms.

1.5.4 Notwithstanding anything herein to the contrary, all rights, duties and obligations which by their nature should apply beyond the term of these Employer Terms, or which should apply in order to give proper effect to their intent, will survive expiration or earlier termination of this Agreement.

1.6 Limitations of Liability.

1.6.1 EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID UNDER APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, STATUTORY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUES OR SAVINGS) ARISING OUT OF OR RELATING TO THESE EMPLOYER TERMS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH IN THESE EMPLOYER TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. THE FEES REFLECT THE ALLOCATION OF RISK, AND NEITHER PARTY WOULD ENTER INTO THESE EMPLOYER TERMS AND ASSOCIATED PURCHASE ORDER(S) WITHOUT THESE LIMITATIONS ON LIABILITY.

1.6.2 IC'S LIABILITY IN CONNECTION WITH THE SERVICES SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY THE EMPLOYER TO IC DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR $100, WHICHEVER IS LESS.

1.7 Permission for Marketing.  The Employer ​agrees to allow IC: (a) to list the Employer as a current customer on the Website, in its Professional Discovery Platform and in press releases and other marketing materials; (b) to use the Employer as a reference for IC's products and services and use the Employer's logo for such purposes; and (c) to publish a case study that describes how IC's products and services were used to solve the Employer's business needs and provide value to the Employer, subject to the Employer's prior review and approval.

  1. SPECIFIC RESTRICTIONS APPLICABLE TO EMPLOYERS

2.1 Restrictions.  In addition to all User restrictions set forth in the Terms of Use and Privacy Policy, the following specific restrictions shall apply to the Employer and its Authorized Users with respect to the Services:

  1. MISCELLANEOUS

3.1 Full Integration  These Employer Terms, including the Terms of Use, Privacy Policy and applicable Purchase Order(s) incorporated by reference herein, constitute the entire agreement between you and IC related to your access to and use of the Application, the Website, and the other Services hereunder. No prior or contemporaneous written, oral, and electronic representation, negotiation, or agreement form a part of this agreement, and these Employer Terms, including the Terms of Use, Privacy Policy and applicable Purchase Order(s), as each may be amended by IC from time to time, supersede all prior written, oral, or electronic agreements between you and IC relating to your access to, and use of, the Services hereunder.

3.2 Written Agreement  These Employer Terms constitute a written agreement between you and IC. A printed version of these Employer Terms, and of any notice given in electronic form related to these Employer Terms, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form.

3.3 Electronic Form of Agreement  You hereby waive any and all defenses you may have based on the electronic form of these Employer Terms and the lack of signing by the parties hereto to execute these Employer Terms.

3.4 Modifications.  IC has the right to modify these Employer Terms and any policies affecting the Services, including without limitation the Terms of Use and the Privacy Policy. Any modification is effective immediately upon posting by IC. Your continued use of the Services hereunder following notice of any modification to these Employer Terms shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of IC in providing the Services, including without limitation any change to the IC Content (as defined in the Terms of Use), is to cease using the Services.

3.5 Governing Law; Exclusive Jurisdiction and Venue; Waiver of Jury Trial.  You agree with IC that these Employer Terms shall be considered a contract governed by the laws of the Commonwealth of Pennsylvania. Any disputes regarding these Employer Terms or the transactions contemplated hereby shall be heard by the state or federal courts located in Allegheny County in the Commonwealth of Pennsylvania, and each party consents to the exclusive jurisdiction of such courts. You and IC acknowledge and agree that any controversy that may arise under these Employer Terms is likely to involve complicated and difficult issues and, therefore, we each irrevocably and unconditionally waive any right we may have to a trial by jury in respect of any legal action arising out of or relating to these Employer Terms or the transactions contemplated hereby. You and IC each certify and acknowledge that we have considered the implications of this waiver, we make this waiver voluntarily, and we have each been induced to enter into these Employer Terms by, among other things, the mutual waivers and certifications in this section. IC makes no representation that the Services or IC Content are appropriate or available for use in other locations, and access to them from territories where any of the Services or IC Content are illegal is prohibited. Those who choose to use and/or access the Services or IC Content from other locations do so of their own volition and are responsible for compliance with applicable local laws.

3.6 No Waiver  Failure to insist on strict performance of any of these Employer Terms will not operate as a waiver of any subsequent default or failure of performance.

3.7 Severability  If any part of these Employer Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Employer Terms shall continue in effect.

3.8 Relationship Between the Parties  Nothing contained in these Employer Terms shall be construed to constitute you and IC as partners or joint venturers or to constitute employment or any type of agency.

3.9 Events Beyond IC's Control  IC will use reasonable efforts to keep the Application, the Website, and the Services available for your use; however, IC cannot and will not be responsible for any loss or unavailability of access to the Services that results from any cause including a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, wireless data or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

3.10 Descriptive Headings  The headings of the various sections herein are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.

3.11 Order of Priority  In the event that a term hereof directly conflicts with a term set forth in a Purchase Order, the term set forth in the Purchase Order shall control. In the event a term hereof directly conflicts with a term of the Terms of Use, the term set forth in the Employer Terms shall control.