Skill Score | User Agreement

Skill-Score User Agreement

Version: A

Issued on: May 8, 2017

Approved by: The board

Dear user and whoever is the intended audience;

Welcome, and thanks for using myskillscore.com or other Skill-Score services and apps!

Note: You are entering into a legally binding agreement.

Skill Score LLC (or as used herein: “Skill-Score”, “We”, “Our”, or “Us”). When You (“You” individually or the entity that You represent) use our website (the “Site”) or the Skill-Score’s Match Making and/or recruiting service (collectively, the “Service”), you are agreeing to our terms, so please take a few minutes to review the User Agreement (the “Agreement”) Below.

Introduction: We will update our User Agreement frequently.

1. Purpose of our existence:

Skill-Score is an online platform for professionals.

Our mission remain: The concept of Skill-Score ® will become the standard system to evaluate Profile Holders’ core technical skills and soft skills (business acumen, personnel, leadership and financial skills) in all professional industries. We will remain the most innovative company in pursuit of improving skill levels of professionals, their employers’ organizations and their entire respective industries in data centric manner. We will help eradicate the subjectivity and non value added processes from talent acquisition and retention processes.

Our unique concept of matching profession skills require us to encourage professionals develop their skill history and associated jobs’ details on line as part of their profile.

1.1 You agree that by clicking “Join Now” “Join Skill-Score”, “Sign Up” or similar, registering, accessing or using our services, you agree to be bound by this Agreement, and any additional terms referenced herein, including our applicable Privacy Policy which sets out the terms in which we process any Personal Data collected from You, or provided to Us. By using our Service, you consent to such processing and warrant that all data provided by you is accurate, current and complete. If you do not agree to this Agreement and the Privacy Policy, and any other referenced agreements or documentation, you must not access the Service. In Agreeing, you also represent that you are legal age to form such Agreement, have the authority to bind Yourself or the company You represent, and have disclosed all information to Skill-Score as necessary to perform the Services, including the name of all companies you are associating with.

This “Agreement” includes this User Agreement and the Privacy Policy, and other terms that will be displayed to you at the time you first use certain features (such as downloading one of our

software applications or purchasing advertisements, if such service is offered), as may be amended by Skill-Score from time to time. If you do not agree to this Agreement, do NOT click “Join Now” (or similar) and do not access or otherwise use any of our Services.

Registered users of our Services are “Members” and unregistered users are “Visitors”. This Agreement applies to both.

2. Membership:

Here are some promises you make to us in this Agreement:

2.1 Eligibility

You're eligible to enter into this Agreement and you are at least our “Minimum Age.”

To use the Services, you agree that: (1) you must be the “Minimum Age” (defined below) or older; (2) you will only have one Skill-Score account, which must be in your real name; and (3) you are not already restricted by Skill-Score from using the Services.

When service becomes available in these countries, “Minimum Age” means (a) 18 years old for the People's Republic of China, (b) 16 years old for the Netherlands, (c) 14 years old for the United States, Canada, Germany, Spain, Australia and South Korea, and (d) 13 years old for all other countries. However, if law requires that you must be older in order for Skill-Score to lawfully provide the Services to you (including the collection, storage and use of your information) then the Minimum Age is such older age. The Services are not for use by anyone under the age of 13.

2.2 Registration

In registering for an account on the Site, you agree to (1) provide true, accurate, current, and complete information about yourself as prompted by the Service registration form (“Profile Information”), and (2) regularly maintain and promptly update the Profile Information to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account whether performed by You or a third party. If you provide any Content (“Content” means any information that you post, transmit or submit through our Service) that is untrue, inaccurate, not current, or incomplete, or Skill-Score has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, Skill-Score has the right to suspend or terminate your account and refuse any and all current or future use of the Site and/or Service. You agree not to create an account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one account. You agree not to create an account or use the Site or Service if you have been previously removed by Skill-Score, or if you have been previously banned from the Site or Service.

2.3 Your Log in responsibilities:

You'll keep your password a secret.

You will not share an account with anyone else and will follow our rules and the law.

As between you and others, your account belongs to you. You agree to: (1) try to choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account (e.g., connections, groups) and (4) follow the law. You are responsible for anything that happens through your account unless you close it or report misuse.

Note that for Services purchased by another party for you to use (e.g. Hiring Manager’s seat bought by your employer), the party paying for the Service controls such an account (which is different from your personal account) and may terminate your access to it.

For more specific details on registration please see either the Profile Holder Specific Terms found here (“Profile Holder” means users who are seeking employment and/or contractor opportunities through Skill-Score) or Hiring Manager Specific Terms found here (“Hiring Manager” means a company or individual interested in hiring, or appointment Profile Holders).

2.4 User Responsibilities

You are responsible for your use of the Site and Service and for any use of the Site or Service made using your account. You agree not to access, copy, or otherwise use the Site or the Service, including our intellectual property and trademarks, except as authorized by this Agreement or as otherwise authorized in writing by Skill-Score. Remember when using Skill-Score we ask you to act reasonably and responsibly with others, within the bounds of decency and in compliance with all applicable laws. We may suspend or terminate your access to the Service if you violate, or we suspect that you are violating, any of the terms and conditions of this Agreement or any applicable laws. Your continued access to our Site and use of our Service are contingent on your agreement to act in a proper manner. When using our Site and Service you agree that you will not (1) access the Service by any means other than authorized herein, including virtual private networks which are expressly forbidden (2) upload viruses, worms, or invalid data to the Service (3) use any automated systems including “robots” and “spiders” (4) impose any unreasonably large load on our infrastructure (5) copy, distribute, or disclose any part of the Site, including by way of automated or non-automated “scraping” (6) collect or retain any personally identifiable information contained in the Service (7) stalk, harass, bully or harm others (8) interfere with or compromise our systems’ integrity or decipher any server transmissions (9) hack, spam, phish, or otherwise provide untruthful, false, fraudulent, manipulative, or inflammatory content (10) impersonate any person or entity.

For more specific details on your responsibilities please see either the Profile Holder Specific Terms found here (“Profile Holder” means users who are seeking employment and/or contractor opportunities through Skill-Score) or Hiring Manager Specific Terms found here (“Hiring Manager” means a company or individual interested in hiring, or appointment Profile Holders).

If you engage a Profile Holder and the Profile Holder works in a country other than the country in which the office through which you engaged the Profile Holder is located, with regard to that Profile Holder you will be bound by the User Agreement and Privacy Policy in the geographical region in which the Profile Holder works set forth in the geographic specific provisions found here.

3. User Rights and Limits

3.1 Your License to Skill-Score

You own all of the content, feedback, and personal information you provide to us, but you also grant us a non-exclusive license to it.

We'll honor the choices you make about who gets to see your information and content.

You promise to only provide information and content that you have the right to share, and that your Skill-Score profile will be truthful.

As between you and Skill-Score, you own the content and information that you submit or post to the Services and you are only granting Skill-Score the following non-exclusive license: A worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied or stored it and (b) for the reasonable time it takes to remove from backup and other systems.

We will not include your content in advertisements for the products and services of others (including sponsored content) to others without your separate consent. However, we have the right, without compensation to you or others, to serve ads near your content and information, and your comments on sponsored content may be visible as noted in the Privacy Policy.

We will get your consent if we want to give others the right to publish your posts beyond the Service. However, other Members and/or Visitors may access and share your content and information, consistent with your settings and degree of connection with them.

While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your expression.

Because you own your content and information and we only have non-exclusive rights to it, you may choose to make it available to others, including under the terms of a Creative Commons license.

You agree that we may access, store and use any information that you provide in accordance with the terms of the Privacy Policy and your privacy settings.

By submitting suggestions or other feedback regarding our Services to Skill-Score, you agree that Skill-Score can use and share (but does not have to) such feedback for any purpose without compensation to you.

You agree to only provide content or information if that does not violate the law nor anyone's rights (e.g., without violating any intellectual property rights or breaching a contract). You also agree that your profile information will be truthful. Skill-Score may be required by law to remove certain information or content in certain countries

3.2 Service Availability

We may change or discontinue any of our Services. We can't promise to store or keep showing any information and content you've posted.

We may change, suspend or end any Service, or change and modify prices prospectively in our discretion. To the extent allowed under law, these changes may be effective upon notice provided to you.

Skill-Score is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy

3.3 Other Content, Sites and apps

When you see or use others' content and/or information posted on our Services, it's at your own risk.

Third parties may offer their own products and services through Skill-Score, and we aren't responsible for those third-party activities.

By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Skill-Score generally does not review content provided by our Members. You agree that we are not responsible for third parties' (including other Members') content or information or for any damages as result of your use of or reliance on it.

You are responsible for deciding if you want to access or use third party apps or sites that link from our Services. If you allow a third party app or site to authenticate you or connect with your Skill-Score account, that app or site can access information on Skill-Score related to you and your connections. Third party apps and sites have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the limited extent it may be required by applicable law, Skill-Score is not responsible for these other sites and apps -- use these at your own risk. Please see the Privacy Policy for further details.

3.4 Limits

We have the right to limit how you connect and interact on our Services.

We're providing you notice about our intellectual property rights.

Skill-Score reserves the right to limit your use of the Services, including the number of your connections and your ability to contact other Members (if designed to allow). Skill-Score reserves the right to restrict, suspend, or terminate your account if Skill-Score believes that you may be in breach of this Agreement or law or are misusing the Services (e.g. violating any Do and Don'ts).

Skill-Score reserves all of its intellectual property rights in the Services. For example, Skill-Score, logos, terms used such as Skills Coefficient and other Skill-Score trademarks, service marks, graphics, and logos used in connection with Skill-Score are trademarks or registered trademarks of Skill-Score. Other trademarks and logos used in connection with the Services may be the trademarks of their respective owners.

4. Third Party Agents

You may permit third party agents to access, use and/or operate the Service on Your behalf (“Third Party Agents”) for the sole purpose of delivering services to You, provided that You will be fully responsible for Your Third Party Agents’ compliance with terms and conditions of this Agreement and any breach of this Agreement by a Third Party Agent shall be deemed to be a breach by You.

5. Third Party Services

Skill-Score may provide to You, or provide Your Content to, certain third party services or third party service providers (collectively, “Third Party Service(s)”) which may provide to You links to sites, job postings, email and telephone correspondence and other offers outside of the Skill-Score network. Such Third Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to your use of any such provided Third Party Services. You are responsible for evaluating whether you want to access or use such Third Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third Party Services available outside of the Skill-Score network, or may choose to not utilize such Third Party Services at any time. We reserve the right to suspend Third Party Services at any time. You should review any applicable terms and/or privacy policies of a Third Party Service before using it or sharing any information with it, because you may give the operator permission to use your information outside of what You have agreed to herein. Skill-Score is not responsible for, nor endorses any features, content, advertising, products or other materials on or available from such Third Party Services.

For additional information regarding how Skill-Score and these Third Party Services use your data, please refer to Skill-Score’s Privacy Policy.

6. Match Making Process

6.1 General

Skill-Score does not act as an agent for the purposes of the Request process. Skill-Score merely provides Profile Holders a location and the software tools to enable them to develop their profile to describe their skills and other professional credentials. This also enables the registered Hiring managers a place and the software tool to introduce their organizations and specify their talent requirements in order to fond and connect Profile Holders. Profile Holders and Hiring Managers are solely responsible for any issues arising from the use of the Skill-Score software or their use of the Service. Any agreements created between a Hiring Manager and a Profile Holder are not binding on us. We are not liable for, or obligated to enforce, any agreements between a Hiring Manager and a Profile Holder. You will not consider Skill-Score, nor will Skill-Score be construed as, a party to such transactions, whether or not Skill-Score

receives some form of remuneration in connection with the transaction, and Skill-Score will not be liable for any costs or damages arising out of or related to such transaction. No contractual obligations are created for either the Profile Holder or the Hiring Manager through the use of the Service. The Profile Holder is not obligated to accept the highest offer or Request for more information or salary negotiations or any offer or Request at all. Additionally, profiles short listed or downloaded by a Hiring Manager or offers made by Hiring managers to a Profile Holder through this process are not binding on the Hiring Manager. Once the selection is made by Hiring Managers, the hiring process or further evaluations or due diligence necessary to hire or engagement in any fashion is outside the score of this software and the platform.

7.0 Description of Service For Hiring Managers

7.1 Registration For Hiring Manager

In order to use Skill-Score as a Hiring Manager you must also register. Registration is free for the trial period and has nominal membership charges. These plans are subject to change at any time. When registering we may ask you for additional information related to your company and the types of Profile Holders you are looking for. We will review the information that you provided to us during the registration process and any other information that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to engage with, and make Requests to, Profile Holders that have posted their profiles on Skill-Score.

Once a Hiring Manager’s registration has been accepted by us, the Hiring Manager will be able to browse the detailed profiles of Profile Holders on our Site, communicate anonymously with these Profile Holders, and Download their profiles as necessary. If a Hiring Manager hires a Profile Holder from our Site, the Hiring Manager or his parent company will owe Skill-Score a Talent Search Fee (as defined below).

Once a Hiring Manager has discovered a Profile Holder on our Site or Service, the Hiring Manager agrees to communicate exclusively with the Profile Holder through our Site and Service for the duration of the selection process. The Hiring Manager and the Profile Holder may use other means of communication during the hiring process. The Hiring Manager agrees not to attempt to circumvent our Site and Service by independently attempting to communicate and hire the Profile Holder through alternative means after discovering the Profile Holder on our Site or Service. Violation of such circumvention will result in the Hiring manager owing Skill Score the Talent Search Fee plus any administrative and/or legal costs associated with the recovery of such talent search fee. Any circumvention under a different name or a third party (independent or a company such as, but not limited to, a recruiter’s organization) will still constitute a violation of this requirement.

If a Hiring Manager circumvents our Site and/or Service after discovering a Profile Holder through our Site or Service and subsequently hires that Profile Holder within twelve (12) months of the date on which the Hiring Manager first viewed the Profile Holder on the Site, the Hiring Manager will pay a Talent Search Fee equal to 25% of the 1st year base salary or prorated contractor compensation of the Profile Holder and Skill-Score may, in its sole discretion, terminate the Hiring Manager’s account.

7.2 Hiring Manager’s Role in the process

As a Hiring Manager, you have the opportunity to find qualified talent and reduce the costs involved with hiring and retaining such talent. You may download the detailed Skill-History and contact details (“Downloads”) of a Profile Holders on our Service that you feel may be a fit for your company. However, these Downloads are non-binding and do not create a binding contract. A Talent Search Fee (as defined below) will only be collected from you in accordance herein after you have successfully hired a Profile Holder. YOU UNDERSTAND THAT SKILL-SCORE DOES NOT INQUIRE INTO THE BACKGROUNDS OF ITS USERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS USERS (ALTHOUGH IT RESERVES THE RIGHT TO CONDUCT ANY BACKGROUND CHECK OR OTHER SCREENINGS AT ANY TIME USING AVAILABLE PUBLIC RECORDS). YOU AGREE TO (1) CONDUCT ANY BACKGROUND CHECKS, REFERENCE CHECKS, OR OTHER DUE DILIGENCE THAT YOU MAY REQUIRE BEFORE ENGAGING PROFILE HOLDER, AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED CONTRACT OF ANY PROFILE HOLDER."

7.3 Talent Search Fees

For purposes of this Agreement, “Talent Search Fee” shall refer to both Upfront Talent Search Fees and Monthly Registration Fees, as applicable and pursuant to Skill-Score’s then-current prevailing list price. Hiring Manager agrees to pay the Talent Search Fees charged to Hiring Manager’s account in accordance with the fees, charges, and billing terms in effect at the time the Talent Search Fee is due and payable hereunder. Notwithstanding the foregoing, in the event of a Talent Search Fee dispute, if a Hiring Manager can establish that the Hiring Manager had an Active Process (as defined below) with the Profile Holder before using our Site and Service (e.g., the Profile Holder had already begun the interview process with the Hiring Manager and such process had not been terminated, or the Hiring Manager had received the Profile Holder’s resume from an employment agency or headhunter and the Profile Holder was under active consideration by the Hiring Manager), the Hiring Manager may be exempted from paying the Talent Search Fee. However, the final determination as to whether a Talent Search Fee is owed by the Hiring Manager for an accepted Covered Offer will be at the sole discretion of Skill-Score. For the purposes hereof, “Active Process” shall mean continuous direct, back & forth communication, in an active recruiting or hiring context where a decision to put a Profile Holder on hold or reject has not been made, within the three (3) months prior to using the Site or Service for a Profile Holder that exists in Hiring Manager’s applicant tracking system or that was submitted by a recruiting agency.

IF YOU ARE A HIRING MANAGER who is using our Site and/or Service, you agree to the Talent Search Fee provisions, and the fees, charges, and billing terms in effect at the time the Talent Search Fee is due and payable. If you do not agree with any of the provisions of this Agreement, please terminate your account immediately and cease using Skill-Score. YOUR OBLIGATION TO PAY ANY TALENT SEARCH FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

7.4 Talent Search Fees

After a Hiring Manager’s registration has been accepted by us, the Hiring Manager will be able to search and contact Profile Holders listed on our Site. If a Profile Holder identified through use of our Service accepts a Covered Offer within twelve (12) months of the date on which the Hiring Manager first viewed the Profile Holder on the Site, the Hiring Manager will be charged a Talent Search Fee.

As a Hiring Manager you agree that (1) if you make a Employment Offer, you shall (a) provide Skill-Score with a copy of a fully executed Employment Offer employment offer letter, or (b) execute a document between you, Skill-Score and Profile Holder that states material employment terms, including, among other things, Start Date, key terms and compensation, promptly upon the signing of a Covered Offer employment offer letter between you and such Profile Holder (the “Start Date”), as requested by Skill-Score, (2) you will promptly notify Skill-Score should the Start Date or offer terms change at any time, and (3) you will promptly notify Skill-Score after termination of the Profile Holder’s employment as an employee, intern, coop employee, consultant or contractor (“Employment”) in the event that (a) such Employment is terminated based on unsatisfactory performance within ninety (90) days of the date on which it commenced, (b) the Profile Holder voluntarily terminates Employment within ninety (90) days of the date on which Employment commenced, or (c) before the Start Date, either Hiring Manager or Profile Holder elect not to begin the Employment contemplated by the Employment Offer.

7.5 Hiring Manager’s Membership Arrangement

Hiring Managers can get access to the Skill-Score platform at a nominal monthly charge after the free trial period. Hiring Managers engaged in a Membership Agreement with Skill-Score (individually a “Member Hiring Manager” and collectively “Member Hiring Managers”) will be charged a Membership fee as agreed upon between the Hiring Manager and Skill-Score for the period as agreed upon between the parties (the “Membership Period”). During the Membership Period, the Member Hiring Manager will be able to undertake Match Making process or simpy browse through the Service and can communicate directly with the matched / shortlisted Profile Holders. Hiring managers can also extend Employment Offers to Profile Holders listed on our Site and Service ouside of the Skill-Score platform. Unless otherwise agreed in writing, and except for any SME of contractor engagements, all Employment Offers accepted within the Membership Period will not be subject to any additional fees beyond the Membership Agreement fees as agreed upon between Hiring Managers and Skill-Score.

Once a Member Hiring Manager performs the match making process and/or shortlists Profile Holder(s), the program will get notified. This constitutes a Valid Selection (“Valid Selection”). The month in which Valid Selection takes place becomes the month of record for the Valid Selection. Full Time employment (“Full Time Employment”) is defined as a Profile Holder accepting an Employment Offer for full time job offered by Hiring Manager.

Member Hiring Managers are required to promptly notify Skill-Score once a Profile Holder has accepted a Employment Offer and notify Skill-Score of the Start Date for such Profile Holder (including prompt notification of any subsequent changes in such Start Date.) Member Hiring Managers shall (a) execute a document between the Member Hiring Manager, Skill-Score and Profile Holder that states material contractual terms, including, among other things, Start Date and compensation promptly upon the Effective Date or provide Skill-Score with (b) a copy of a fully executed Employment Offer via e-mail. In the event that before the Start Date, either the Member Hiring Manager or Profile Holder elect not to begin the relationship contemplated by the Employment Offer, the Member Hiring Manager shall promptly notify Skill-Score and the Profile Holder shall not be eligible for any Profile Holder Payment. However, if the Hiring Manager or the Profile Holder change their decision after the aforesaid election of not to go ahead with the employment or if a Member Hiring Manager circumvents our Site and Service after discovering a Profile Holder through our Site or Service and subsequently hires that Profile Holder within twelve (12) months of the date on which the Hiring Manager first viewed the Profile Holder on the Site, the Member Hiring Manager will pay a Talent Search Fee equal to 25% of the 1st year

base salary or prorated contractor compensation of the Profile Holder and Skill-Score may, in its sole discretion, terminate the Member Hiring Manager’s account.

Unless otherwise indicated, Member Services do not cover Contractor Engagements. Contractor engagements by Employer pursuant to this Agreement will be governed by the applicable Contract Terms and Skill-Score’s then-current fee schedule as set forth in the User Agreement.

7.6 Hiring Manager’s payment structure

Hiring Manager agrees to pay the Talent Search Fees charged to Hiring Manager’s account in accordance with the fees, charges, and billing terms in effect at the time the Talent Search Fee is due and payable hereunder. A Hiring Manager choosing the Monthly Talent Search Fee or the Membership option is required to complete the Skill-Score Direct Debit Authorization Form allowing Skill-Score to withdraw, debit or charge monthly payments from the Hiring Manager’s designated bank or credit card account(s). By accepting Skill-Score’s User Agreement, Hiring Manager agrees that Skill-Score is authorized to immediately withdraw Talent Search Fees due and payable to Skill-Score hereunder from Hiring Manager’s account and that no additional notice or consent is required. Hiring Manager agrees to immediately notify Skill-Score of any change in its billing address or any account information provided to Skill-Score used for payment hereunder.

7.7 Hiring Manager’s Payment’s Refund(s)

At Skill-Score we value our customers’ satisfaction in using our Site and Service to hire talented Profile Holders. If (a) Profile Holder does not start Employment or Contractor Engagement because either Hiring Manager or Profile Holder elects not to begin the employment relationship contemplated in the Employment Offer or (b) a Profile Holder voluntarily terminates his or her Employment within ninety (90) days of the Start Date, or (c) a Hiring Manager hires a Profile Holder and terminates the Profile Holder’s Employment or Contractor Engagement based on unsatisfactory performance within ninety (90) days of the Start Date, (each, a “Employment Termination”), upon written receipt and confirmation of such information, Skill-Score will fully refund to the Hiring Manager the Upfront Talent Search Fee related to the Profile Holder who was the subject of the Employment Termination if such Upfront Talent Search Fee was paid by Hiring Manager prior to the Employment Termination. However, in case Employment termination stated in section (a) above results in employment engagement between the Hiring manager or his parent organization at the time of Valid Selection or the employer of the Hiring manager within 12 months of the Valid Selection Date, and the Profile Holder within 12 months of the designated Start Date in the Employment Offer, The Hiring Manager will become liable for the Talent Search Fee. In the event that the Hiring Manager was paying a Monthly Talent Search Fee for the Profile Holder who was the subject of the Employment Termination, no refund shall be owed to the Hiring Manager; however, the Hiring Manager’s obligation to pay future Monthly Talent Search Fees shall terminate as of the date on which the Profile Holder’s Employment terminates. No refunds shall be provided for Conversion Upfront Talent Search Fees or for Membership programs.

8.0 Description of Service For Profile Holders

Skill-Score is an online service that connects Profile Holders with Hiring Managers through a non-binding Match Making service. Profile Holders’ use of Skill-Score is free, and the Match Making Process non-binding and does not create any contractual obligations between the Hiring Manager and the Profile Holder. The match Making Process acts as a tool for Profile Holders to get matched with Hiring Managers’ ‘matching Criteria’ using professional and educational credentials and quantified proficiency levels of Profile Holders’ skills.

8.1 Registration Requirements For Profile Holders

In order to use Skill-Score as a Profile Holder you must register and create a profile. The use of the Site and the Service is free for Profile Holders. When registering with Skill-Score, we may require you to provide us information such as your name, e-mail address, employment history, work experience, educational background and skills. We will review the information that you provide to us during the registration process and we may also review any other information about you that is publicly available. We reserve the right, in our sole discretion, to accept or reject your registration to use our Site and Service. If your registration is accepted, you will be allowed to use our Service.

Once a Profile Holder’s registration has been accepted by us, the Profile Holder will be able to develop his/her detailed profile and Skill History using our Site. Such profiles will then be used for Match Making process initiated by Hiring managers using specific skills and other matching criteria. Once Profile Holder’s profile is matched/ downloaded by any Hiring Manager, they can communicate anonymously with these Hiring Managers. At the conclusion of the Matching process the Profile Holder may, but is not required to, contact any Hiring Manager that shortlisted him or her. All such matches established by Hiring Managers through our Site and Service are non-binding.

The Profile Holder agrees not to attempt to circumvent our Site and Service by independently attempting to communicate with a Hiring Manager that contacted or communicated with him or her on our Site or Service.

8.2 Sign on Bonus / Gesture of Good Luck payment For Profile Holders

Skill-Score is free for Profile Holders. A Profile Holder is required to promptly notify Skill-Score if the Profile Holder (a) accepts an offer of employment (an “Employment Offer”), whether for an indefinite or fixed term, (b) accepts an offer of employment as a contractor (a “Agency / Contractor Employment Offer”), whether for an indefinite or fixed term (each, a “Agency / Contractor Engagement”), (c) accepts an Employment Offer or a Agency / Contractor Engagement during or within twelve (12) months after termination of an Internship (as defined below) of any duration, (i) with a Hiring Manager or his/her parent company who was connected to the Profile Holder through the use of our Site or Service, or (ii) from a Hiring Manager who identified the Profile Holder through the use of our Site or Service, (d) accepts an Employment Offer made by a Hiring Manager during or within twelve (12) months after termination of an Agency / Contractor Engagement with such Hiring Manager or his/her parent company (each, a “Employment Offer”).

For Employment Offers for full time employment of an indefinite term, the Profile Holder will receive a payment (the “Profile Holder’s Bonus”) based upon Skill-Score’s Profile Holder bonus scale for the geographical region in which the Profile Holder works for the Hiring Manager. The Profile Holder Payment will be paid not later than 120 days after the work Start Date of the

Profile Holder with Hiring Manager. This bonus will be part of the Talent Search Fee received by Skill Score from Hiring Manager. This payment is subject to Skill Score receiving the Talent Search Fee. In case of Profile Holder circumventing Skill Score or acting as aid to the Hiring Manager as part of his circumventing plan such as but not limited to, by not informing Skill Score that he/she has received an Employment offer by a Hiring manager that he/she met via Skill Score. In case For Agency / Contractor Employment Offers of an indefinite or fixed term, the agency/contractor employee will receive a payment (the “Agency / Contractor Payment”) based upon Skill-Score’s contractor bonus scale for the geographical region in which the contractor provides services under the Agency / Contractor Employment Offer. The Agency / Contractor Payment will be paid not later than 120 days after the completion date of a Contractor Engagement (the “Completion Date”) only for Contractor Engagements that are at least 500 hours of billable time. The date on which a Profile Holder commences work under an Employment Offer or Agency / Contractor Engagement is the “Start Date”.

Notwithstanding anything else to the contrary in this Agreement, no Profile Holder’s Payment and/or Agency / Contractor Payment will be due or paid to any Profile Holder or Agency / Contractor who fails to provide Skill-Score all of the following within one hundred twenty (120) days of the Start Date for Profile Holders or one hundred twenty (120) days of the Completion Date for contractors: (a) a copy of the Employment Offer offer letter; (b) as appropriate, a completed W-9 or similar form (e.g., Form W-8); and (c) all banking information necessary for electronic payment, including but not limited to the bank name, address and account number to which the payment should be made.

A Profile Holder is only eligible to receive one Agency / Contractor Payment per Hiring Manager.

If you are a Profile Holder who is using our Site and/or Service, you agree that (a) if you receive a Employment Offer, you shall promptly notify Skill-Score of your Start Date and the key terms of such Employment Offer (and notify Skill-Score promptly should that Start Date or offer terms change at any time), (b) you shall provide Skill-Score with (i) a copy of a fully executed Employment Offer employment offer letter, or (ii) execute a document between Hiring Manager, Skill-Score and Profile Holder that states material employment terms, including, among other things, Start Date and compensation, promptly upon the signing of a Employment Offer employment offer letter between you and such Hiring Manager (the “Effective Date”), as requested by Skill-Score, and (c) you will promptly notify Skill-Score after termination of your employment as an Profile Holder, intern, coop Profile Holder, consultant or contractor (“Employment”) in the event that (i) a Hiring Manager terminates your Employment based on unsatisfactory performance within ninety (90) days of the date on which your Employment commenced, or (ii) you voluntarily terminate your Employment within ninety (90) days of the date on which your Employment commenced. In the event that before the Start Date, either Hiring Manager or Profile Holder elect not to begin the employment relationship contemplated by the Employment Offer, Profile Holder shall promptly notify Skill-Score and such Profile Holder shall not be eligible for the related Profile Holder Payment. In the event that within ninety (90) days of the date on which your Employment commenced (d) a Hiring Manager terminates your Employment (other than as part of a reduction in force) or (e) you voluntarily terminate your Employment, and (f) you have received the Profile Holder Payment, then Skill-Score is entitled to the return of the Profile Holder Payment and you shall promptly return that Profile Holder Payment to Skill-Score. The foregoing repayment amount is a debt immediately owed to Skill-Score and the Profile Holder will pay for any professional fees Skill-Score incurs in enforcing such repayment obligation.

9.0 Changes In Fees And Billing Methods for Payment and Refund Process for Profile Holders and Hiring Managers:

Skill-Score reserves the right at any time to change its fees (including to begin charging for services that it is currently providing free of charge) and billing methods, either immediately upon posting on the Site or by email delivery to you

10.0 Disclaimer and Limit of Liability

This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.

THE SITE AND SERVICE ARE PROVIDED TO YOU AS IS. SKILL-SCORE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE SKILL-SCORE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SITE AND/OR SERVICE WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SITE AND/OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE AND/OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE AND/OR SERVICE WILL BE CORRECTED.

YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND/OR SERVICE.

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISION

10.1 Exclusion of Liability

These are the limits of legal liability we may have to you.

TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS SKILL-SCORE HAS ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT SUPERSEDES THIS AGREEMENT), SKILL-SCORE (AND THOSE THAT SKILL-SCORE WORKS WITH TO PROVIDE THE SERVICES) SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO THE

SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).

IN NO EVENT SHALL THE LIABILITY OF SKILL-SCORE (AND THOSE THAT SKILL-SCORE WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU PAID FOR A HIRING MANAGER’ MONTHLY PREMIUM, IF ANY, OR (B) US $100.

10.2 Limitations On Liability

Skill-Score is not liable for (a) any content posted by Hiring Managers or Profile Holders on our Site or Service; (b) contracts, contractual obligations, or other obligations that may arise from an employment, contractor, or other relationship between Hiring Manager and Profile Holder; (c) any review of content posted on our Site or Service; (d) any damages that result through the use of our Service; (e) any negative or critical comments that may be posted by Hiring Manager, Profile Holder, or other third party through the Service; or (f) any of the Third Party Service(s) you may be provided pursuant to your use of the Service.

We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on our Site, although we reserve the right to do so, and to take any other action, in Skill-Score’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SKILL-SCORE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE, WHETHER OR NOT SKILL-SCORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICE, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM (1) THE USE OR INABILITY TO USE THE SITE AND/OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE AND/OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE AND/OR SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL SKILL-SCORE BE LIABLE TO A PROFILE HOLDER, (REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) FOR MORE THAN THE GREATER OF (1) SKILL-SCORE SHARE OF THE TALENT SEARCH FEE PAID BY THE PROFILE HOLDER’S EMPLOYER (A HIRING MANAGER), OR (2) $100, AS A RESULT OF THE PROFILE HOLDER’S USE OF THE SITE AND/OR SERVICE. IN NO EVENT WILL SKILL-SCORE BE LIABLE TO A HIRING MANAGER FOR MORE THAN SKILL-SCORE’S SHARE OF THE TALENT SEARCH FEES PAID BY THE HIRING MANAGER FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE ON WHICH HIRING MANAGER FIRST ASSERTS A CLAIM ARISING OUT OF OR RELATED TO AN EMPLOYMENT OFFER OR AGENCY / CONTRACTOR EMPLOYMENT OFFER MADE BY HIRING MANAGER TO A PROFILE HOLDER.

THE LIMITATIONS OF THIS SECTION WILL NOT APPLY TO ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

10.3 Further Limitations

Our licensors and service providers will have no liability of any kind under this Agreement. You may not bring any claim under this Agreement more than eighteen (18) months after the cause of action arises.