Terms and Conditions of Use

Posted/Revised: 02/21/2018

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY CLICKING "ACCEPTED AND AGREED TO," USER AGREES TO THESE TERMS AND CONDITIONS.

These Terms and Conditions of Use constitute an agreement (hereinafter "The Agreement") by and between Elephantidae, LLC, DBA JobDogg.com (hereinafter "Provider") and the recipient of JobDogg services, Applicant, Temporary, Permanent, or Temporary to Permanent Employee, or Client Employer (hereinafter for general purposes, "User"), together referred to as the "Parties".

Agreement is effective as of the date User checks "I have read, accepted, and agreed to the Terms of Use" on the JobDogg webpage (hereinafter referred to as the "Effective Date"). Client's use of and Provider's provision of the Service (as defined in Section 1.5) are governed by The Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON EXECUTING ON BEHALF OF EACH HAS BEEN AUTHORIZED TO DO SO.

1. Definitions. The following capitalized terms shall have the following meanings whenever used in this Agreement.

1.1 “Applicant” refers to an individual who registers for a job with Provider and is not yet an Employee.

1.2 "Client or Client Employer” refers to the company or agency that signs an agreement with Provider to utilize Provider's Staffing Services.

1.3 "Client or User Data" refers to data in electronic form input or collected through the Service by or from the Client, Applicant or Employee.

1.4 "Employee" refers to an individual who becomes part of the Provider's organization after completing pre-employment screening and is issued an assignment with a Client Employer. Employees will earn compensation from Provider when they accept an assignment with a Client Employer and begin working on that assignment. Employees will not earn compensation unless they are actively working on a Client assignment.

1.5 "Job Requisition" refers to Client's staffing order submitted via Provider’s web-based portal.

1.6 "Service" shall mean Provider's web-based pre-employment screening and staffing services offered to applicants and employers. The Service includes such features as set forth on Provider's website www.jobdogg.com. Provider may change such features from time to time, in its sole discretion. The cost and service details will be determined by a Master Services Agreement (MSA) between Provider and the Client, along with the Client’s Job Requisition(s).

1.7 "User" shall mean any individual, job applicant, Employee, or Client Employer who make use of the Service as agreed to between Provider and the applicable Parties.

2. Service in General. Provider shall provide the Service to Client according to Provider's then-current standard policies and procedures. Applicant shall make use of the Service to provide information to seek employment with Provider and a work assignment with Client.

2.1 Use of Information. Any information provided by User shall be used solely to determine User's suitability for a particular Job Requisition.

2.2 Data Management. Provider shall use reasonable commercial efforts to retain all User Data. Notwithstanding the foregoing, (a) Provider shall have no liability for erased or otherwise lost User data, including for any damages resulting directly or indirectly from such loss.

2.3 Acceptance of Text Messages & Email Alerts. Users agree to receive text messages and/or email alerts from Provider to receive immediate notice of open Job Requisitions, interviews and job offers.

2.4 Service Purposes & Capabilities. Client recognizes and agrees that: (a) the Service is for business use and not for consumers; and (b) the Service is not intended to store or use protected health information, as defined by the Health Insurance Portability and Accountability Act of 1996 and its enabling regulations and related laws ("HIPAA"), and the Service is not HIPAA compliant.

3. Users Responsibilities & Restrictions.

3.1 Users. are responsible and liable respectively for use of the Service, including without limitation any conduct that would violate the requirements of this Agreement, their respective Agreements, and the Acceptable Use Policy.

3.2 Third Party Providers. Users shall not reproduce, distribute, or disclose to third parties tests or test answers provided through the Service. User acknowledges and agree that tests and other content in the Service are provided by a Third Party and are protected by copyright and other laws and are the Third Party's trade secrets and Confidential Information (as defined in Section 5.1) and that unauthorized distribution, disclosure, or other use would reduce or destroy their validity, usefulness, and value and cause the Provider and the Third Party substantial damage.

3.3 Data Accuracy. User assumes sole responsibility for the accuracy of data uploaded to the Service, and Provider shall have no responsibility or liability for the accuracy of such data.

3.4 Unauthorized Access. User shall take reasonable steps to prevent unauthorized access to the Service, including without limitation by protecting its log-in passwords and other information. User shall notify Provider immediately of any known or suspected unauthorized use of or access to the Service and shall use best efforts to stop said breach or access.

3.5 Personally Identifiable Information (PII). User acknowledges and agrees that applicant profiles, resumes and job applications contain PII. User shall abide by all applicable privacy and data protection laws. Client is responsible for determining the Service's suitability for use with data regulated by the Gramm-Leach-Bliley Act, the European Union and Switzerland's data privacy requirements, HIPAA, and other privacy-related law and regulations. Provider is not responsible or liable for any incorrect determination. Provider will have no responsibility nor liability for losses resulting from any failure to maintain data security, by the User, including without limitation User's breach of the requirements of this Section 4.6.

3.7 Technology Restrictions. User shall not:

(a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service or its content available to any third party without Provider's express written consent; modify or make derivative works based upon the Service or its content; share non-public Service features or content with any third party; or access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics, or to copy any ideas, features, functions, graphics, or source code of the Service;

(b) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third party privacy rights; or

(c) interfere with or disrupt the integrity or performance of the Service or the data contained therein.

3.8 Risks Related to Use of Service. User recognizes and agrees that: (a) Provider has no control over the truth or accuracy of information provided by Third Party vendors through the Service; User’s integrity in completing tests provided through the Service or otherwise; or User’s ability to perform any job responsibility; and (b) doing business and communicating through the Service and via the Internet in general involves inherent risks, including without limitation risks of physical harm, harassment, and defamation, as well as hacking and other malicious use of computers. Without limiting the generality of the foregoing, Provider makes no representation regarding any of the subject-matter of the preceding sentence, and User assumes all risks related to such subject-matter.

4. Confidential Information.

4.1 Confidential Information Defined. "Confidential Information" is: (a) the tests, related testing materials, and other content provided by Third Parties through the Service; (b) any pricing or non-standard terms that Provider has offered; (c) business and marketing plans, technology and technical information, product plans and designs, and business processes; and (d) any other information Provider provides to Client/User and either marks "Confidential" or orally designates as "Confidential." Client's "Confidential Information" refers to (e) Client's non-public hiring plans. Client may propose additional Confidential Information by providing a non-confidential written summary thereof, and such information will be Client's Confidential Information if Provider accepts in writing such proposed disclosure. Except as set forth in Subsection 4.1(e) above, Client information disclosed without a summary and acceptance pursuant to the preceding sentence is not Client's Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information: (i) in the receiving party's ("Recipient's") possession at the time of original disclosure, without obligation of confidentiality; (ii) independently developed by Recipient without use of or reference to the disclosing party's ("Discloser's") Confidential information; or (iii) that becomes known publicly, before or after disclosure, other than as a result of Recipient's improper action or inaction.

4.2 Nondisclosure Obligations. Recipient shall not use Discloser's Confidential Information for any purpose other than to facilitate use and provision of the Service as provided herein. Except as specifically authorized in writing in advance by Discloser and as set forth in the next sentence, Recipient shall not disclose Discloser's Confidential Information to any third party and shall take precautions to prevent unauthorized release, consistent with the precautions it takes to prevent release of its own confidential information of similar nature, but not less than reasonable precautions. Recipient may disclose Discloser's Confidential Information to its Employees who need to know in order to facilitate the purpose of disclosure, provided each such Employee is subject to a reasonable nondisclosure agreement with Recipient. However, Recipient may disclose Discloser's Confidential Information as required by applicable law or by proper legal or government authority, provided it gives Discloser advanced written notice reasonably sufficient to obtain a protective order or otherwise to contest such required disclosure and reasonably cooperates in any such effort. Recipient shall promptly notify Discloser in writing of any known misuse or misappropriation of Discloser's Confidential Information. Upon termination of this Agreement or upon Discloser's written request, Recipient shall return Discloser's Confidential Information and certify, in writing, the destruction of any copies thereof.

5. Content & IP.

5.1 Provider Content. User recognizes, acknowledges, and agrees that: (a) all content on the Service, including but not limited to tests and test items, are the property of Provider or its licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws, provided the foregoing does not apply to User Data; and (b) User does not acquire any right, title, or interest in or to any such content.

5.2 Client Content. Provider is hereby authorized to use Client Data to provide the Service to Client.

5.3 Aggregate & Anonymized Data. Notwithstanding any terms to the contrary in this Agreement, Provider may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. ("Aggregate Data" refers to Client Data with the following removed: personally identifiable information and the names and addresses of Client and any of its Users.)

5.4 Ownership of the Service. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service (other than Client's logos as applicable); and this Agreement does not grant Client any intellectual property rights in or to the Service or any of its components. Without limiting the generality of the foregoing, this Agreement does not grant Client a software or trademark license.

6. Online Policies.

6.1 Acceptable Use Policy (AUP). User shall comply with Provider's AUP currently posted at: In the event of User's material breach of the AUP, including without limitation copyright infringement and User’s violations, Provider may suspend or terminate User's access to the Service, in addition to such other remedies as Provider may have. Neither this Agreement nor the AUP requires that Provider take any action against User or other third party for violating the AUP, but Provider is free to take any such action it sees fit.

6.2 Privacy Policy. Provider's privacy policy currently posted at: applies only to the Service and does not apply to any third party website or service linked to the Service or recommended or referred to through the Service or by Provider's staff.

7. Representations & Warranties.

7.1 From User. User represents and warrants that: (a) it has accurately identified itself, it has not provided any inaccurate information about itself to or through the Service, and it will update all such information to maintain accuracy; (b) it is a corporation, or an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; (c) it will use the Service solely for employment staffing-related services; (d) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (e) no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (f) its use of the Service is in compliance with all applicable laws and regulations, including without limitation, federal, state and local employment and anti-discrimination laws; (g) and it shall comply with all applicable laws if Client obtains a consumer report, investigative consumer report, or other background report on any User; and (h) Client recognizes and agrees that Provider is not a consumer reporting agency, and to the limited extent Provider may assist it to obtain any such report, Provider does so only as its agent and not for any purpose of Provider, unless User is a job applicant of Provider.

7.2 As Is. Client understands and agrees that neither the Provider nor any participant in the Service provides professional advice. Provider utilizes third-party vendors to provide skills testing and background checks. Other than performing due diligence to ensure the integrity of these vendors, Provider does not warrant the accuracy of the information provided by them or the validity of any testing. THE SERVICE IS PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS, AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE AND RELATED MATERIALS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

7.3 Additional Disclaimers. WITHOUT LIMITING THE GENERALITY OF THE PROVISIONS OF SECTION 7.2 ABOVE: (a) PROVIDER DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, OR QUALITY OF ANY CONTENT IN THE SERVICE; (b) PROVIDER DOES NOT WARRANT THAT THE SERVICE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SERVICE WILL MEET CLIENT'S REQUIREMENTS; (c) PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR USER'S MISUSE OR UNAUTHORIZED USE OF THE SERVICE; (d) PROVIDER IS NOT LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON OR LINKED FROM THE SERVICE; (e) IN THE EVENT THAT, AT CLIENTS REQUEST, THE SERVICE SHALL HAVE BEEN SUCCESSFULLY INTEGRATED WITH AN APPLICANT TRACKING SYSTEM OR ANY OTHER THIRD-PARTY OR PROPRIETARY SYSTEM ("ATS"), PROVIDER SHALL NOT BE LIABLE FOR ANY FAILURES OR PROBLEMS CAUSED BY, OR BELIEVED TO BE CAUSED BY, SAID ATS OR RESULTING FROM CHANGES WITHIN SAID ATS; AND (f) CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT IT BEARS ALL RISKS ASSOCIATED WITH USING OR RELYING ON CONTENT PROVIDED THROUGH THE SERVICE.

8. Indemnification. User shall defend, indemnify, and hold harmless Provider (including its officers, directors, Employees, agents, contractors, representatives, suppliers, subsidiaries, parents, affiliated companies, and insurers) from any Indemnified Claim. An "Indemnified Claim" is a third party claim, suit, or proceeding arising out or related to User's alleged or actual use of, misuse of, or failure to use the Service. Indemnified Claims include, without limitation: (a) claims by Users, including without limitation claims alleging wrongful termination, discrimination in hiring, violation of any rights relating to Client-initiated background checks (including without limitation any claims under the federal Fair Credit Reporting Act and any similar state and local laws), or other wrongdoing related to employment; (b) claims alleging breach of User’s obligations under Section 4.2; claims alleging that User-provided materials used with the Service infringe or violate intellectual property or privacy rights or defame or libel any person or entity; (d) claims alleging failures of the Service, including security breaches, and faults in the Service leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to User, or to other third parties); and (e) claims arising from Provider's alleged or actual negligence. User's obligations set forth in this Article include, without limitation, payment of losses, damages, judgments, settlements, attorneys' fees, and other expenses and costs. Without limiting Provider's rights or remedies, Provider will have the right to refuse any settlement that restricts its rights granted under this Agreement; that requires an admission of wrongdoing or liability; or subjects it to any ongoing obligations.

9. Limitation of Liability. PROVIDER SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR RELATED TO THIS AGREEMENT: (a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (b) DAMAGES OF ANY KIND IN EXCESS OF THE FEES PAID BY CLIENT FOR THE SERVICE DURING THE 12-MONTH PERIOD PRECEDING THE INJURY GIVING RISE TO THE CLAIM. THE LIABILITIES LIMITED BY THE PRECEDING SENTENCE APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF USER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 9, Provider's liability will be limited to the maximum extent permissible. For the avoidance of doubt, Provider's liability limits and other rights set forth in this Article 9 apply likewise to Provider's affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

10. Term & Termination.

10.1 Term. The term of this Agreement (the "Term") with shall commence on the Effective Date and (unless terminated earlier as provided below) continue until the end of the Service term identified in the Client’s Master Services Agreement and/or the Applicant’s Agreement. Unless specified differently elsewhere, the Term will renew from month-to-month unless either Party requests cancellation through the online process.

10.2 Termination for Cause. Either Party may terminate this Agreement for the other's material breach on 30 days' written notice, unless the other Party cures such breach before the effective date of termination.

12. Miscellaneous.

12.1 Notices. Provider may send notices pursuant to this Agreement to User's email contacts, and such notices will be deemed received twenty-four hours after they are sent. Client may send notices pursuant to this Agreement to CEO, 1505 Shotgun Lane, Henderson, NV 89014, and such notices will be deemed received seventy-two hours after they are sent.

12.2 Amendment. Provider may amend the AUP or Privacy Policy from time to time by posting an amended version on its website, provided no such amendment will be effective during the then-current Term (as defined in Section 12.1) if it materially reduces User's rights or increases its obligations. User's continued use of the Service after such amendment becomes effective, either during the then current Term if the amendment does not materially reduce User's rights or increase its obligations, or in any renewal Term beyond the then-current Term if the amendment does materially reduce User’s rights or increases its obligations, will confirm User's consent thereto. Otherwise, this Agreement may not be amended other than by a written instrument executed by authorized representatives of each party.

12.3 Independent Contractors. Provider and Client are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, nor may either party bind the other in any way except through signed agreements.

12.4 Force Majeure. To the extent caused by hurricane, earthquake, other natural disaster or act of God, terrorism, war, labor unrest, general failure of the Internet or of communications systems, or other forces beyond the performing Party's reasonable control (collectively, "Force Majeure"), no delay, failure, or default, other than Client's failure to make payments when due, will constitute a breach of this Agreement. The time for performance shall be extended for a period equal to the duration of the Force Majeure event. The performing Party shall use reasonable efforts to minimize the delays, to notify the other Party promptly, and to inform the other Party of its plans to resume performance.

12.5 Assignment & Successors. Neither Party may assign this Agreement, except to the surviving party in a merger of that Party into another entity or in the acquisition of all or substantially all the assets of the assigning Party. Except as set forth in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties' respective successors and assigns.

12.7 Choice of Law & Jurisdiction. This Agreement shall be governed solely by the internal laws of the State of Nevada without reference to any principle of conflicts of law that would apply the substantive laws of another jurisdiction to the parties' rights or duties. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Clark County, Nevada.

12.8 Construction. Neither Party will be deemed to have waived any of its rights under The Agreement by lapse of time or by any statement or representation other than in an explicit written waiver signed by such Party. No waiver of a breach of The Agreement will constitute a waiver of any prior or subsequent breach of The Agreement. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of The Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of The Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of The Agreement will continue in full force and effect. In the event of any conflict between The Agreement and any Provider policy posted online, including without limitation the AUP or Privacy Policy, the terms of The Agreement will govern. The Agreement results from negotiations between the Parties and shall not be construed against either Party's interests by reason of authorship. The Agreement sets forth the entire agreement between the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof, including but not limited to Client purchase orders or any other Client-generated terms or obligations unless specifically agreed to in writing and signed by Provider’s CEO. Neither Party has relied upon any such prior or contemporaneous communications.

12.9 Notwithstanding anything else in this Agreement, Provider shall have the right to include Client's name on its published client list, unless Client shall specifically request in writing that Provider not do so.

Posted/Revised: 2/28/2018

Please read this Privacy Policy carefully. This Privacy Policy (the "Policy") describes how we collect, use, and disclose information that we obtain about users of our websites located at www.jobdogg.com (the "Website") and the various services provided on or in connection with the Website (the "Services").

You agree that your information will be handled as described in this Policy.

Your use of the Website and Services is subject to this Policy and as well as the JobDogg Terms of Use, Acceptable Use Policy and other applicable agreements as agreed to by the Parties.

This Privacy Policy applies only to our Website and Services. The Policy does not apply to any third-party site or service linked to our Website or recommended or referred by our Website or by our staff. We are not responsible for the information practices of any third-party site or service.

We may collect information about you provided directly by you and by third parties.

1. Personally Identifiable Information We Collect

   We collect several types of information from and about users of the Website and Services, including information by which you can be personally identified, such as your name, address, email address, phone number, and any other nonpublic information about you that is provided when you sign up for the Services and establish your employee profile by uploading a copy of your resume that includes your job history and other personal information to prospective employers. You will also be subject to a background check provided by a third party which may provide verification of education and prior employment history, financial/credit history, as well as any available criminal background information, which will be shared with prospective employers as applicable.

   Client PII. If you are a Client Employer, you will provide business contact information including name, job title, company name, email address, mailing address, and telephone number. Clients who have chosen to pay via credit card, may provide credit card information via a secure form to our credit card processor.

   Website Visitors. If you are simply visiting the Websites, you may choose, but are not obligated, to provide contact information such as your name and email address so we can provide you with additional information about our services.

2. Our Use of PII

   We use your Personally Identifiable Information for the following purposes:

   • To provide our Services to you and Client Employers, to communicate with you about job openings and payroll, to respond to your inquiries, and to fill your job requisitions if you are a Client.

3. Protection of PII

   Our hosting provider employs commercially reasonable data security tools to protect your PII. Unfortunately, even with these measures, we cannot guarantee the security of PII. By using our Website, you acknowledge and agree that we make no such guarantee, and that you use our Website at your own risk. You should take steps to protect against unauthorized access to your password, phone, and computer, by, among other things, signing off after using a shared computer, choosing a robust password that nobody else knows or can easily guess, and keeping your log-in and password private. We are not responsible for any lost, stolen, or compromised passwords or for any activity on your account via unauthorized password activity.

4. Sensitive PII

   Some PII is so sensitive that it should never be submitted to JobDogg. For example, you should never financial information or passport number. Social Security Numbers must be submitted for payroll, tax, and criminal background or financial background checks, but will not be used for any other reason. If you are submitting a resume, application or other document to us or potential employer through our Website, in most cases you should not include information that could disclose information about medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or information specifying sexual preferences or sex life, or other information the disclosure of which could harm or embarrass you. We do not review or screen documents submitted through our Website to identify sensitive information. By submitting a document to our Website, you acknowledge that you are affirmatively opting in to JobDogg's disclosure of the information in the document to the employer or potential employer. If you do not consent to the disclosure of the sensitive information in your documents, do not submit them to our Website.

5. Information We Collect Automatically Through Cookies and other Tracking Technology

   Cookies. We and our third party partners may automatically collect certain types of usage information when you visit our Websites. For instance, when you visit our Websites, we may send one or more cookies - a small text file containing a string of alphanumeric characters - to your computer that uniquely identifies your browser and lets us help you log in faster and enhance your navigation through the site. A cookie may also convey information to us about how you use the Websites (e.g., the pages you view, the links you click, how frequently you access the Websites, and other actions you take on the Websites), and allow us to track your usage of the Websites over time.

   Log File Information. We may collect log file information about your browser or mobile device each time you access the Websites. Log file information may include anonymous information such as your web request, Internet Protocol ("IP") address, browser type, information about your mobile device, referring / exit pages and URLs, number of clicks and how you interact with links on the Websites, domain names, landing pages, pages viewed, and other such information.

   Clear Gifs. We may employ clear gifs (also known as web beacons) which are used to anonymously track the online usage patterns of our Users. In addition, we may also use clear gifs in HTML-based emails sent to our users to track which emails are opened and which links are clicked by recipients. The information allows for more accurate reporting and improvement of the Websites.

   Do Not Track. we do our best to honor the privacy preferences of our Users, we are not able to respond to Do Not Track signals from your browser at this time.

   Mobile Analytics. you access our Websites by or through a mobile device, we may receive or collect and store a unique identification numbers associated with your device or our mobile application (including, for example, a UDID, Unique ID for Advertisers ("IDFA"), Google Ad ID, or Windows Advertising ID), mobile carrier, device type, model and manufacturer, mobile device operating system brand and model, phone number, and, depending on your mobile device settings, your geographical location data, including GPS coordinates (e.g. latitude and/or longitude) or similar information regarding the location of your mobile device.

   Use of Automatically Collected Data. We may use the data collected automatically through cookies, log file, device identifiers, location data and clear gifs information to: (a) remember information so that you will not have to re-enter it during your visit or the next time you visit the site; (b) provide custom, personalized content and information, including advertising; (c) provide and monitor the effectiveness of our Websites; (d) monitor aggregate metrics such as total number of visitors, traffic, usage, and demographic patterns on our website and our Websites; (e) diagnose or fix technology problems; and (f) otherwise to plan for and enhance our Websites.

6. How we Share Your Information

   We may share your personal information in the instances described below:

   • With other parties you choose to share data with through our Services.
   • With other parties when we have your consent to do so.
   • With third-party vendors and other service providers that perform services on our behalf, only as needed to carry out their work for us, which may include testing, criminal and credit/financial background checks billing, payments, service fulfillment, web hosting or providing analytic services. We provide only as much information as is needed to perform these services on our behalf;
   • With other parties in connection with a company transaction, such as a merger, sale of company assets or shares, reorganization, financing, change of control or acquisition of all or a portion of our business by another company or third party or in the event of a bankruptcy or related or similar proceedings; and
   • With third parties as required by law or subpoena or if we reasonably believe that such action is necessary to (a) comply with the law and the reasonable requests of law enforcement; (b) to enforce our Terms of Use or to protect the security or integrity of our Service; and/or (c) to exercise or protect the rights, property, or personal safety of JobDogg, our users, or others

7. Accessing and Correcting Your PII

   If you are an applicant or employee, you can access and change the information you store in your profile page. You can also submit a request to access, review, correct and/or delete your PII entered by a third party by contacting the third party directly.

   If you are a Client, we cannot delete all your PII except by also deleting your user account. If you wish to cancel your account, please contact us through our Website. If you are an applicant, we cannot delete your test answers and test scores. If your test scores are provided to prospective employers they cannot be deleted from our Client’s records and we cannot control the use that the Client makes of it.

   Please note that, since we keep track of past transactions, you cannot delete information associated with past transactions on the Websites or through the Services. In addition, it may be impossible to completely delete your PII without some residual information because of backups. We also reserve the right to retain and use your PII as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

8. Opting Out of Marketing

   We do not share your information with any third party for marketing purposes. We do, however, occasionally send emails regarding new products and features of our Services.

9. Children's Privacy

   Our Services are not intended for use by children under 18. If we discover that a child under 18 has provided us with PII, we will delete such information from our systems.

10. Amendment of this Privacy Policy

    This Policy is current as of the Effective Date set forth above. We may change this Policy from time to time, so please check back periodically. We will post any changes to this Policy on the JobDogg website, If we make any changes to this Policy that materially affect our practices with regard to the personal information we have previously collected from you, we will endeavor to provide you with notice in advance of such change by highlighting the change on our Websites and by contacting you via the email address you provided when you registered for the Services or requested information through the Websites.

JOBDOGG MASTER SERVICES AGREEMENT

This Master Agreement (“Agreement”) is executed by and between Elephantidae, LLC dba JobDogg.com, hereinafter “Company”, located at 317 S. 6th Street, Las Vegas, NV 89101, and located at hereinafter “Client”, together referred to as the Parties.

Whereas Company maintains or will acquire employees who possess the desired skills needed by Client, Client will engage Company’s staff subject to the terms and conditions of this Agreement and the specific Job Requisition supplied by Client.

---

1. SCOPE OF WORK
   1. This Agreement provides the terms and conditions on which Company will provide staffing services to Client (collectively, “Services”).

---

2. PAYMENT FORa SERVICES
   1. Client agrees to pay Company based on the type of assignment for each placement as detailed in Attachment A.
   2. Client agrees to approve the hours submitted by the assigned Company employee on a weekly basis as the employee will be paid on a weekly basis. The approval will be accomplished via the online Company portal.
   3. Company services rendered by Company employees for Client will be billed weekly. Payment for these Services will be made on a monthly basis via credit card, wire transfer or check. Failure to pay any billing within 30 days signifies a breach of this Agreement. Company may terminate Client from its services, and take any other legal remedies to acquire immediate payment plus interest of 1.5% monthly of the total amount due.

---

3. INDEPENDENT CONTRACTOR STATUS
   1. General. Company’s employees will be engaged in an independent Contractor relationship with Client. Neither Company, nor its employees will be considered an employee or agent of Client for any purpose, unless hired as a permanent employee by Client. Company is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort with its employees. Company will hold Client harmless from any related claims, damages, liabilities, and attorneys’ fees and expense.
   2. Authority and Supervision. Neither Party, nor its employees, will have any authority to bind or make commitments on behalf of the other Party for any purpose; nor will either Party hold itself out as having such authority.
   3. Tools, Instruments and Training. Client will supply all tools and supplies required for Company’s employees to perform their assignment(s) under this Agreement.

---

4. REPRESENTATIONS & INDEMNIFICATION
   1. Company represents and warrants that it: (i) does not have any obligation that restricts its ability to provide staffing services; and (ii) has registered with all applicable authorities for the collection of applicable taxes. Client represents and warrants that it has sufficient funds to pay Company for the Service provided within 30 days of the provision of those services.
   2. In the event that Client requests integration of the Service with an Applicant Tracking System or other system used by Client ("ATS"), Client acknowledges and agrees that Confidential Information may be shared with such ATS and that Provider has no control over use of any Confidential Information provided to such ATS.

---

5. CLIENT RESPONSIBILITIES
   1. Client agrees to comply with state and federal civil rights laws, and other employment-related laws, including but not limited to meal/rest break periods and overtime regulations per wage and hour laws, and indemnify Company from any claims resulting from any Client violations of such laws. Client agrees to review and approve submitted time records on a weekly basis through Company’s online portal.
   2. Client acknowledges and agrees that: (1) test scores and background checks will be utilized as elements of a comprehensive applicant evaluation process; (2) use of tests for evaluation of applicant honesty or integrity is unlawful or restricted in some jurisdictions and Provider will not provide honesty or integrity testing; (3) Client, not Provider, is responsible for rules relating to unions and if Client is a government entity, compliance with special laws related to government entities; and (4) Provider shall have no responsibility or liability for claims or losses arising out of or related to Client's selection practices.
   3. Client agrees to comply with all laws and ordinances relating to workplace health and safety, and agrees to provide Company employees a safe and healthful workplace. Client agrees that it shall have in place at all times an ongoing safety program in compliance with all laws and ordinances related to employee safety. Client agrees to indemnify, defend and hold harmless Company for claims, damages or penalties arising out of violations of the Occupational Safety and Health Act, or any similar state law with respect to Company employees assigned to Client workplaces.
   4. Client agrees to accept the Terms of Use, Acceptable Use Policy and Privacy Policy of JobDogg as contained on the JobDogg website.

---

6. TERM OF AGREEMENT
   1. This Agreement will begin on the latest signature date on it, the Effective Date, and will continue through the termination of this Agreement by either party.
   2. Either party may terminate this Agreement with 30-day’s notice, unless there is a breach of the Agreement. Client failure to pay the Company the amount specified for services rendered within 30 days is considered a breach of the Agreement and can result in an immediate termination of the Company’s services to Client.

---

7. BACKGROUND CHECK
   1. Company agrees that all Company employees who will be performing work under this Agreement and may have access to Client or Customer data, systems, or facilities will undergo a Company-sponsored background check and assessment testing prior to receiving a work assignment, as specified in the Client’s Job Requisition.
   2. If Company employees have undergone and passed a background check within the past year for a prior engagement, re-testing will not be necessary.
   3. Company affirms that any employees assigned to Client will at all times possess applicable Federal, State, or local authorizations for employment in the United States.

---

8. ARBITRATION
   1. If any matter in this Agreement results in a dispute between the parties that cannot be resolved to their mutual satisfaction, either party, by a written request for arbitration delivered to the other, will require that the matter be arbitrated pursuant to the commercial arbitration rules of the American Arbitration Association (“AAA”) then in effect. If the parties cannot agree on a single arbitrator within seven (7) days of the delivery of the request for arbitration, three (3) disinterested arbitrators will be used: one (1) to be chosen by each of the parties, and the third chosen by the first two (2) before they enter upon arbitration. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Both parties shall bear the costs of the arbitrator(s) equally.

---

9. GENERAL
   1. Assignment – Client may assign this Agreement to any successor and to any entity resulting from a merger, consolidation, or in connection with the sale of all or substantially all of Client’s business, stock or assets. Company may not assign, subcontract or otherwise delegate its obligations without the prior written consent of Client, and any attempt to do so will be void. This Agreement will be binding upon the parties’ respective successors and permitted assigns.
   2. No Waiver – No failure or delay by Company in exercising any right, power or remedy will operate as a waiver. No waiver will be effective unless it is in writing and signed by an officer of Company. If Company waives any right, power or remedy it has, such waiver will not waive any successive or other right, power or remedy.
   3. Governing Law – Any claim, controversy or dispute arising under or related to this Agreement will be governed by the laws of the State of Nevada, without regard to any provision of law that would require or permit the application of the substantive law of any other jurisdiction.
   4. Severability – The provisions of this Agreement will be deemed severable, and the unenforceability of any one or more provisions will not affect the enforceability of any other provisions. In addition, if any provision of this Agreement, for any reason, is declared to be unenforceable, the parties will substitute an enforceable provision that, to the maximum extent possible under applicable law, preserves the original intentions and economic positions of the parties.
   5. Remedies and Liabilities – All remedies provided in this Agreement are cumulative and in addition to all other equitable and compensatory remedies that may be available. With the exception of a breach of Company’s obligations under section 4 or 5, neither party shall be liable for special or consequential damages as a result of breach hereunder.
   6. Indemnity – Except in the event of either party’s gross negligence and willful misconduct, Each party agrees to indemnify and hold the other party harmless as well as its officers, agents and employees, from and against any and all claims, damages, expenses (including attorney’s fees), liabilities, judgments and awards arising out of (i) personal injuries, including death, to its employees or subcontractors; (ii) damages to property of any kind; or (iii) damages to property of third parties under the control of either party resulting from or incidental to the provision of the Services under this Agreement.
   7. Notices – Any legal notice or other communication required or permitted under this Agreement must be in writing, and will be deemed constructively made at the time of personal delivery, or three (3) days after being sent by certified or registered U.S. mail, postage, pre-paid. Such notice will be carried out through the following points of contact: For Company: Stacey Elaine Sharpe, CEO, JobDogg, 5151 Shotgun Lane, Henderson, NV 89014 For Client:
   8. Entire Agreement - This Agreement and Attachment constitutes the entire agreement between the Parties, and supersede all other prior or contemporaneous communications between the Parties (whether written or oral) relating to the subject matter of this Agreement. This Agreement may be modified or amended solely in a writing signed by both Parties. The Attachment referred to in and attached to this Agreement are made a part of it as if fully included in the text. Additional Attachments for subsequent placements may be agreed to by the Parties and incorporated into this MSA.

Attachment A

Pricing

All job requisitions from Client filled by JobDogg will be subject to the following billing rates:

1. Client agrees to pay an annual one year subscription fee of $1500.
2. Client agrees to pay the following bill rates based on the type of employee placement:
   1. Temporary Employee: The hourly rate as documented in the Job Requisition plus a 27% markup will equal the bill rate.
   2. Temporary-to-Permanent Employee: The bill rate is the hourly rate as documented in the Job Requisition plus a 27% markup. Client may hire any temporary employee provided by JobDogg that has completed 420 non-overtime hours. All invoices must be current and are due upon receipt. A buyout is available if Client desires to hire any temporary employee prior to the 420 hours being met. At such time, the calculation will be based on the number of hours that are remaining multiplied by the total bill rate.
   3. Permanent Hire: The bill rate will be 15% - 20% on the annual salary offered and based on the Job Title/Description of position. Contact employeractivation@jobdogg.com for specific rate.

Posted/Revised: 02/28/2018

1. Acceptable Use

   JobDogg “Provider” provides this service to assist client employers in finding applicants to fill job requisitions, and to assist job applicants in finding suitable jobs. Provider's service and the test results should be only one element of a comprehensive candidate evaluation process. It shall be the client’s responsibility to become familiar with the Uniform Guidelines on Employee Selection Procedures (UGESP) to help avoid cultural bias and unfair discrimination and to make certain that only job-related selection techniques will be utilized in hiring job candidates. Provider's Terms and Conditions of Use ("TCU") provide more detail on acceptable and unacceptable behaviors relating to the use of Provider's service.

2. Unacceptable Use

   Provider requires that all clients and other users of Provider's Internet service (the "Service") conduct themselves with respect for others. In particular, please observe the following rules in your use of the Service:

   1. Abusive Behavior: Do not harass, threaten, or defame any person or entity. Do not contact any person who has requested no further contact. Do not use ethnic or religious slurs against any person or group.
   2. Privacy: Do not violate the privacy rights of any person. Do not collect or disclose any personal address, social security number, or other personally identifiable information without each holder's written permission. Do not cooperate in or facilitate identity theft.
   3. Intellectual Property: Do not infringe upon the copyrights, trademark rights, trade secret rights, or other intellectual property rights of any person or entity. Do not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder.
   4. Hacking, Viruses, & Network Attacks: not access any computer or communications system without authorization, including the computers used to provide the Service. Do not attempt to penetrate or disable any security system. Do not intentionally distribute a computer virus, launch a denial of service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website. Do not attempt to access or otherwise interfere with the accounts of other users of the Service.
   5. Spam: not send bulk unsolicited e-mails ("Spam") or sell or market any product or service advertised by or connected with Spam. Do not facilitate or cooperate in the dissemination of Spam in any way.
   6. Fraud: Do not issue fraudulent offers to sell or buy products, services, or investments. Do not mislead anyone about the details or nature of a commercial transaction. Do not commit fraud in any other way.
   7. Violations of Law: Do not violate any law.

3. Consequences of Violation

   Violation of this Acceptable Use Policy (this "AUP") may lead to suspension or termination of the user's account or legal action. In addition, the user may be required to pay for the costs of investigation and remedial action related to AUP violations. Provider reserves the right to take any other remedial action it sees fit.

4. Reporting Unacceptable Use

   Provider requests that anyone with information about a violation of this AUP report it via the JobDogg website. Please provide the date and time (with time zone) of the violation and any identifying information regarding the violator, including e-mail or IP (internet protocol) address if available, as well as details of the violation.

5. Revision of AUP

   Provider may change this AUP at any time by posting a new version on this page and sending the user written notice thereof. The new version will become effective on the date of such notice.

Terms and Conditions of Use

Posted/Revised: 02/21/2018

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY CLICKING "ACCEPTED AND AGREED TO," USER AGREES TO THESE TERMS AND CONDITIONS.

These Terms and Conditions of Use constitute an agreement (hereinafter "The Agreement") by and between Elephantidae, LLC, DBA JobDogg.com (hereinafter "Provider") and the recipient of JobDogg services, Applicant, Temporary, Permanent, or Temporary to Permanent Employee, or Client Employer (hereinafter for general purposes, "User"), together referred to as the "Parties".

Agreement is effective as of the date User checks "I have read, accepted, and agreed to the Terms of Use" on the JobDogg webpage (hereinafter referred to as the "Effective Date"). Client's use of and Provider's provision of the Service (as defined in Section 1.5) are governed by The Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THE AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON EXECUTING ON BEHALF OF EACH HAS BEEN AUTHORIZED TO DO SO.

1. Definitions. following capitalized terms shall have the following meanings whenever used in this Agreement.

   1.1 “Applicant” refers to an individual who registers for a job with Provider and is not yet an Employee.

   1.2 "Client or Client Employer” refers to the company or agency that signs an agreement with Provider to utilize Provider's Staffing Services.

   1.3 "Client or User Data" refers to data in electronic form input or collected through the Service by or from the Client, Applicant or Employee.

   1.4 "Employee" refers to an individual who becomes part of the Provider's organization after completing pre-employment screening and is issued an assignment with a Client Employer. Employees will earn compensation from Provider when they accept an assignment with a Client Employer and begin working on that assignment. Employees will not earn compensation unless they are actively working on a Client assignment.

   1.5 "Job Requisition" refers to Client's staffing order submitted via Provider’s web-based portal.

   1.6 "Service" shall mean Provider's web-based pre-employment screening and staffing services offered to applicants and employers. The Service includes such features as set forth on Provider's website www.jobdogg.com. Provider may change such features from time to time, in its sole discretion. The cost and service details will be determined by a Master Services Agreement (MSA) between Provider and the Client, along with the Client’s Job Requisition(s).

   1.7 "User" shall mean any individual, job applicant, Employee, or Client Employer who make use of the Service as agreed to between Provider and the applicable Parties.

2. Service in General. Provider shall provide the Service to Client according to Provider's then-current standard policies and procedures. Applicant shall make use of the Service to provide information to seek employment with Provider and a work assignment with Client.

   2.1 Use of Information. Any information provided by User shall be used solely to determine User's suitability for a particular Job Requisition.

   2.2 Data Management. shall use reasonable commercial efforts to retain all User Data. Notwithstanding the foregoing, (a) Provider shall have no liability for erased or otherwise lost User data, including for any damages resulting directly or indirectly from such loss.

   2.3 Acceptance of Text Messages & Email Alerts. Users agree to receive text messages and/or email alerts from Provider to receive immediate notice of open Job Requisitions, interviews and job offers.

   2.4 Service Purposes & Capabilities. Client recognizes and agrees that: (a) the Service is for business use and not for consumers; and (b) the Service is not intended to store or use protected health information, as defined by the Health Insurance Portability and Accountability Act of 1996 and its enabling regulations and related laws ("HIPAA"), and the Service is not HIPAA compliant.

3. Users Responsibilities & Restrictions.

   3.1 Users. Users are responsible and liable respectively for use of the Service, including without limitation any conduct that would violate the requirements of this Agreement, their respective Agreements, and the Acceptable Use Policy.

   3.2 Third Party Providers. Users shall not reproduce, distribute, or disclose to third parties tests or test answers provided through the Service. User acknowledges and agree that tests and other content in the Service are provided by a Third Party and are protected by copyright and other laws and are the Third Party's trade secrets and Confidential Information (as defined in Section 5.1) and that unauthorized distribution, disclosure, or other use would reduce or destroy their validity, usefulness, and value and cause the Provider and the Third Party substantial damage.

   3.3 Data Accuracy. User assumes sole responsibility for the accuracy of data uploaded to the Service, and Provider shall have no responsibility or liability for the accuracy of such data.

   3.4 Unauthorized Access. User shall take reasonable steps to prevent unauthorized access to the Service, including without limitation by protecting its log-in passwords and other information. User shall notify Provider immediately of any known or suspected unauthorized use of or access to the Service and shall use best efforts to stop said breach or access.

   3.5 Personally Identifiable Information (PII). User acknowledges and agrees that applicant profiles, resumes and job applications contain PII. User shall abide by all applicable privacy and data protection laws. Client is responsible for determining the Service's suitability for use with data regulated by the Gramm-Leach-Bliley Act, the European Union and Switzerland's data privacy requirements, HIPAA, and other privacy-related law and regulations. Provider is not responsible or liable for any incorrect determination. Provider will have no responsibility nor liability for losses resulting from any failure to maintain data security, by the User, including without limitation User's breach of the requirements of this Section 4.6.

   3.7 Technology Restrictions. User shall not:

   (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service or its content available to any third party without Provider's express written consent; modify or make derivative works based upon the Service or its content; share non-public Service features or content with any third party; or access the Service in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics, or to copy any ideas, features, functions, graphics, or source code of the Service;

   (b) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third party privacy rights; or

   (c) interfere with or disrupt the integrity or performance of the Service or the data contained therein.

   3.8 Risks Related to Use of Service. User recognizes and agrees that: (a) Provider has no control over the truth or accuracy of information provided by Third Party vendors through the Service; User’s integrity in completing tests provided through the Service or otherwise; or User’s ability to perform any job responsibility; and (b) doing business and communicating through the Service and via the Internet in general involves inherent risks, including without limitation risks of physical harm, harassment, and defamation, as well as hacking and other malicious use of computers. Without limiting the generality of the foregoing, Provider makes no representation regarding any of the subject-matter of the preceding sentence, and User assumes all risks related to such subject-matter.

4. Confidential Information.

   4.1 Confidential Information Defined. "Confidential Information" is: (a) the tests, related testing materials, and other content provided by Third Parties through the Service; (b) any pricing or non-standard terms that Provider has offered; (c) business and marketing plans, technology and technical information, product plans and designs, and business processes; and (d) any other information Provider provides to Client/User and either marks "Confidential" or orally designates as "Confidential." Client's "Confidential Information" refers to (e) Client's non-public hiring plans. Client may propose additional Confidential Information by providing a non-confidential written summary thereof, and such information will be Client's Confidential Information if Provider accepts in writing such proposed disclosure. Except as set forth in Subsection 4.1(e) above, Client information disclosed without a summary and acceptance pursuant to the preceding sentence is not Client's Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information: (i) in the receiving party's ("Recipient's") possession at the time of original disclosure, without obligation of confidentiality; (ii) independently developed by Recipient without use of or reference to the disclosing party's ("Discloser's") Confidential information; or (iii) that becomes known publicly, before or after disclosure, other than as a result of Recipient's improper action or inaction.

   4.2 Nondisclosure Obligations. shall not use Discloser's Confidential Information for any purpose other than to facilitate use and provision of the Service as provided herein. Except as specifically authorized in writing in advance by Discloser and as set forth in the next sentence, Recipient shall not disclose Discloser's Confidential Information to any third party and shall take precautions to prevent unauthorized release, consistent with the precautions it takes to prevent release of its own confidential information of similar nature, but not less than reasonable precautions. Recipient may disclose Discloser's Confidential Information to its Employees who need to know in order to facilitate the purpose of disclosure, provided each such Employee is subject to a reasonable nondisclosure agreement with Recipient. However, Recipient may disclose Discloser's Confidential Information as required by applicable law or by proper legal or government authority, provided it gives Discloser advanced written notice reasonably sufficient to obtain a protective order or otherwise to contest such required disclosure and reasonably cooperates in any such effort. Recipient shall promptly notify Discloser in writing of any known misuse or misappropriation of Discloser's Confidential Information. Upon termination of this Agreement or upon Discloser's written request, Recipient shall return Discloser's Confidential Information and certify, in writing, the destruction of any copies thereof.

5. Content & IP.

   5.1 Provider Content. User recognizes, acknowledges, and agrees that: (a) all content on the Service, including but not limited to tests and test items, are the property of Provider or its licensors and are protected by copyright, trademark, trade secret, and other intellectual property laws, provided the foregoing does not apply to User Data; and (b) User does not acquire any right, title, or interest in or to any such content.

   5.2 Client Content. Provider is hereby authorized to use Client Data to provide the Service to Client.

   5.3 Aggregate & Anonymized Data. Notwithstanding any terms to the contrary in this Agreement, Provider may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. ("Aggregate Data" refers to Client Data with the following removed: personally identifiable information and the names and addresses of Client and any of its Users.)

   5.4 Ownership of the Service. Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service (other than Client's logos as applicable); and this Agreement does not grant Client any intellectual property rights in or to the Service or any of its components. Without limiting the generality of the foregoing, this Agreement does not grant Client a software or trademark license.

6. Online Policies.

   6.1 Acceptable Use Policy (AUP). User shall comply with Provider's AUP currently posted at: In the event of User's material breach of the AUP, including without limitation copyright infringement and User’s violations, Provider may suspend or terminate User's access to the Service, in addition to such other remedies as Provider may have. Neither this Agreement nor the AUP requires that Provider take any action against User or other third party for violating the AUP, but Provider is free to take any such action it sees fit.

   6.2 Privacy Policy. Provider's privacy policy currently posted at: applies only to the Service and does not apply to any third party website or service linked to the Service or recommended or referred to through the Service or by Provider's staff.

7. Representations & Warranties.

   7.1 From User. User represents and warrants that: (a) it has accurately identified itself, it has not provided any inaccurate information about itself to or through the Service, and it will update all such information to maintain accuracy; (b) it is a corporation, or an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; (c) it will use the Service solely for employment staffing-related services; (d) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; (e) no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (f) its use of the Service is in compliance with all applicable laws and regulations, including without limitation, federal, state and local employment and anti-discrimination laws; (g) and it shall comply with all applicable laws if Client obtains a consumer report, investigative consumer report, or other background report on any User; and (h) Client recognizes and agrees that Provider is not a consumer reporting agency, and to the limited extent Provider may assist it to obtain any such report, Provider does so only as its agent and not for any purpose of Provider, unless User is a job applicant of Provider.

   7.2 As Is. understands and agrees that neither the Provider nor any participant in the Service provides professional advice. Provider utilizes third-party vendors to provide skills testing and background checks. Other than performing due diligence to ensure the integrity of these vendors, Provider does not warrant the accuracy of the information provided by them or the validity of any testing. THE SERVICE IS PROVIDED "AS IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS, AND SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE AND RELATED MATERIALS, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

   7.3 Additional Disclaimers. WITHOUT LIMITING THE GENERALITY OF THE PROVISIONS OF SECTION 7.2 ABOVE: (a) PROVIDER DOES NOT WARRANT OR GUARANTEE THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, OR QUALITY OF ANY CONTENT IN THE SERVICE; (b) PROVIDER DOES NOT WARRANT THAT THE SERVICE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE SERVICE WILL MEET CLIENT'S REQUIREMENTS; (c) PROVIDER IS NOT RESPONSIBLE OR LIABLE FOR USER'S MISUSE OR UNAUTHORIZED USE OF THE SERVICE; (d) PROVIDER IS NOT LIABLE OR RESPONSIBLE FOR ANY CONTENT POSTED ON OR LINKED FROM THE SERVICE; (e) IN THE EVENT THAT, AT CLIENTS REQUEST, THE SERVICE SHALL HAVE BEEN SUCCESSFULLY INTEGRATED WITH AN APPLICANT TRACKING SYSTEM OR ANY OTHER THIRD-PARTY OR PROPRIETARY SYSTEM ("ATS"), PROVIDER SHALL NOT BE LIABLE FOR ANY FAILURES OR PROBLEMS CAUSED BY, OR BELIEVED TO BE CAUSED BY, SAID ATS OR RESULTING FROM CHANGES WITHIN SAID ATS; AND (f) CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT IT BEARS ALL RISKS ASSOCIATED WITH USING OR RELYING ON CONTENT PROVIDED THROUGH THE SERVICE.

8. Indemnification. User shall defend, indemnify, and hold harmless Provider (including its officers, directors, Employees, agents, contractors, representatives, suppliers, subsidiaries, parents, affiliated companies, and insurers) from any Indemnified Claim. An "Indemnified Claim" is a third party claim, suit, or proceeding arising out or related to User's alleged or actual use of, misuse of, or failure to use the Service. Indemnified Claims include, without limitation: (a) claims by Users, including without limitation claims alleging wrongful termination, discrimination in hiring, violation of any rights relating to Client-initiated background checks (including without limitation any claims under the federal Fair Credit Reporting Act and any similar state and local laws), or other wrongdoing related to employment; (b) claims alleging breach of User’s obligations under Section 4.2; claims alleging that User-provided materials used with the Service infringe or violate intellectual property or privacy rights or defame or libel any person or entity; (d) claims alleging failures of the Service, including security breaches, and faults in the Service leading to the release or exposure of personally identifiable information or other private data (whether such data belongs to User, or to other third parties); and (e) claims arising from Provider's alleged or actual negligence. User's obligations set forth in this Article include, without limitation, payment of losses, damages, judgments, settlements, attorneys' fees, and other expenses and costs. Without limiting Provider's rights or remedies, Provider will have the right to refuse any settlement that restricts its rights granted under this Agreement; that requires an admission of wrongdoing or liability; or subjects it to any ongoing obligations.
9. Limitation of Liability. PROVIDER SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY OF THE FOLLOWING ARISING OUT OF OR RELATED TO THIS AGREEMENT: (a) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (b) DAMAGES OF ANY KIND IN EXCESS OF THE FEES PAID BY CLIENT FOR THE SERVICE DURING THE 12-MONTH PERIOD PRECEDING THE INJURY GIVING RISE TO THE CLAIM. THE LIABILITIES LIMITED BY THE PRECEDING SENTENCE APPLY: (i) TO LIABILITY FOR NEGLIGENCE; (ii) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (iii) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (iv) EVEN IF USER'S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Article 9, Provider's liability will be limited to the maximum extent permissible. For the avoidance of doubt, Provider's liability limits and other rights set forth in this Article 9 apply likewise to Provider's affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.
10. > Term & Termination.

    10.1 Term. The term of this Agreement (the "Term") with shall commence on the Effective Date and (unless terminated earlier as provided below) continue until the end of the Service term identified in the Client’s Master Services Agreement and/or the Applicant’s Agreement. Unless specified differently elsewhere, the Term will renew from month-to-month unless either Party requests cancellation through the online process.

    10.2 Termination for Cause. Party may terminate this Agreement for the other's material breach on 30 days' written notice, unless the other Party cures such breach before the effective date of termination.

11. Miscellaneous.

    12.1 Notices. Provider may send notices pursuant to this Agreement to User's email contacts, and such notices will be deemed received twenty-four hours after they are sent. Client may send notices pursuant to this Agreement to CEO, 1505 Shotgun Lane, Henderson, NV 89014, and such notices will be deemed received seventy-two hours after they are sent.

    12.2 Amendment. Provider may amend the AUP or Privacy Policy from time to time by posting an amended version on its website, provided no such amendment will be effective during the then-current Term (as defined in Section 12.1) if it materially reduces User's rights or increases its obligations. User's continued use of the Service after such amendment becomes effective, either during the then current Term if the amendment does not materially reduce User's rights or increase its obligations, or in any renewal Term beyond the then-current Term if the amendment does materially reduce User’s rights or increases its obligations, will confirm User's consent thereto. Otherwise, this Agreement may not be amended other than by a written instrument executed by authorized representatives of each party.

    12.3 Independent Contractors. Provider and Client are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, nor may either party bind the other in any way except through signed agreements.

    12.4 Force Majeure. To the extent caused by hurricane, earthquake, other natural disaster or act of God, terrorism, war, labor unrest, general failure of the Internet or of communications systems, or other forces beyond the performing Party's reasonable control (collectively, "Force Majeure"), no delay, failure, or default, other than Client's failure to make payments when due, will constitute a breach of this Agreement. The time for performance shall be extended for a period equal to the duration of the Force Majeure event. The performing Party shall use reasonable efforts to minimize the delays, to notify the other Party promptly, and to inform the other Party of its plans to resume performance.

    12.5 Assignment & Successors. Neither Party may assign this Agreement, except to the surviving party in a merger of that Party into another entity or in the acquisition of all or substantially all the assets of the assigning Party. Except as set forth in the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties' respective successors and assigns.

    12.7 Choice of Law & Jurisdiction. This Agreement shall be governed solely by the internal laws of the State of Nevada without reference to any principle of conflicts of law that would apply the substantive laws of another jurisdiction to the parties' rights or duties. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Clark County, Nevada.

    12.8 Construction. Neither Party will be deemed to have waived any of its rights under The Agreement by lapse of time or by any statement or representation other than in an explicit written waiver signed by such Party. No waiver of a breach of The Agreement will constitute a waiver of any prior or subsequent breach of The Agreement. To the extent permitted by applicable law, the Parties hereby waive any provision of law that would render any clause of The Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of The Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of The Agreement will continue in full force and effect. In the event of any conflict between The Agreement and any Provider policy posted online, including without limitation the AUP or Privacy Policy, the terms of The Agreement will govern. The Agreement results from negotiations between the Parties and shall not be construed against either Party's interests by reason of authorship. The Agreement sets forth the entire agreement between the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof, including but not limited to Client purchase orders or any other Client-generated terms or obligations unless specifically agreed to in writing and signed by Provider’s CEO. Neither Party has relied upon any such prior or contemporaneous communications.

    12.9 Notwithstanding anything else in this Agreement, Provider shall have the right to include Client's name on its published client list, unless Client shall specifically request in writing that Provider not do so.