Draftboard Inc.

Scout Terms of Service (the “Terms”)

Last Updated: February 8, 2024

Please read these Terms to learn the rules and obligations governing your use of the Services. If you have any questions about these Terms or the Services please contact Draftboard at legal@draftboard.com.

About Draftboard & Scout Terms

Draftboard Inc. (“Draftboard” “us” “we” or “our”), through its website located at www.draftboard.com (the “Site”), enables employers seeking to fill open job positions (“Employers” and such open positions, “Positions”) to post Positions on the Site. Users who are registered with Draftboard (“Scouts”) are able to refer candidates (“Candidates”) to apply for Positions. If a Candidate is accepted for a Position, Employers will pay a fee (a “Bonus”) which will be shared between Draftboard and the Scout who referred the successful Candidate.

This document outlines the terms pursuant to which a Scout (“you” or “your”) is permitted to use our Site, platform and services (all together the “Services”) to refer Candidates for Positions. Subject to our approval, you may register through the Services to become a Scout and be authorized to refer Candidates via the Services to fill Positions.

1. Your Agreement to the Terms

By using our Services, you agree to be bound by the Terms as well as Draftboard’s Privacy Policy, available at https://www.draftboard.com/privacy-policy (the “Privacy Policy”). If you don’t agree to the Terms, you are not permitted to use the Services. If you are accessing and using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you”, “your”, and the term “Scout” will refer to that company or other legal entity.

2. Changes to Terms or Services

We may modify the Terms at any time, at our sole discretion, by posting the modified Terms on the Site. We will notify you of any changes to the Terms that we consider to be material modifications by sending an email to the email address affiliated with your Draftboard account. It’s important that you review the Terms on a regular basis. You hereby agree that your continued use of the Services after we’ve posted modified Terms on the Site shall indicate and constitute your agreement to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may no longer use the Services. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

3. Who May Use the Services

a.

Eligibility. You may use the Services only if you are 18 years or older, capable of forming a binding contract with Draftboard and are not barred from using the Services under applicable law or contractual agreement (including, but not limited to, any non-compete provision of an employment or contractor agreement).

b.

Compliance with the Terms. Your right to access and use the Services is conditional upon your compliance with the Terms.

c.

Registration and Your Information. If you want to become a Scout and to access and use the Services in order to refer Candidates for Positions via the Services, you’ll have to create a Draftboard account (“Account”). You can do this via the Site. When you register, we ask that you provide us with certain information such as name or company name, as applicable, email address to be used for contact, and any other information as may be requested by Draftboard. We’ll use this information to administer the Account and to otherwise provide the Services to you.

d.

Authorized Users. Subject to the restrictions set forth herein, if the Account is being created on behalf of a legal entity, you may grant access to the Services to your employees and independent contractors, who may only access and use the Services on your behalf for the sole purpose of performing their job functions or services on your behalf (“Authorized Users”). You will not share your login credentials or password with anyone other than an Authorized User. YOU ACKNOWLEDGE AND AGREE THAT YOUR AUTHORIZED USERS’ USE OF THE SERVICES IS SUBJECT TO THESE TERMS, AND THAT YOU ARE DIRECTLY RESPONSIBLE TO US FOR ENSURING THAT YOUR AUTHORIZED USERS AGREE TO, AND COMPLY WITH, THESE TERMS AND OUR PRIVACY POLICY, AND USE THE SERVICES SOLELY AS EXPRESSLY PERMITTED BY AND IN ACCORDANCE WITH THESE TERMS.

e.

Accurate Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree to notify us immediately of any unauthorized use of your Account. You accept full responsibility and liability for all activities that occur under your Account.

4.Understanding The Services

a.

How to Use the Services. Once you register to become a Scout, you will be able to view the Positions listed by Employers on the Services. Each Position will have a Bonus associated with it, which is shared between Draftboard and the Scout in accordance with the payment terms in Section 6 of these Terms. Through your Account, you will be able to generate a unique URL link for each Position (each, a “Link”) which you can share with potential Candidates and through which potential Candidates can apply for a Position. Each Link generated via your Account is identified with your Account such that Draftboard will be able to track Candidates who apply for a Position via your unique Link. When a Candidate applies for a Position using a Link associated with your Account, you will receive a copy of the relevant application to approve for submission to the applicable Employer, or reject, at your discretion. If you approve a Candidate’s application, we will submit the application to the relevant Employer.

b.

Payment of Bonus for Successful Referrals. Draftboard uses commercially reasonable efforts to track the status of Positions and to identify when a Candidate has been hired for a Position. When Draftboard becomes aware of a Candidate being hired for a Position, Draftboard will invoice the Employer for the Bonus and, following the end of the applicable ‘Probation Period,’ which is indicated on the listing of each Position on the Services, if a Candidate is still in the employ of the Employer and Draftboard has received payment of the Bonus from the Employer, Draftboard will provide not less than 80% of the Bonus to the Scout identified with the Link used by the successful Candidate to apply for the Position, all in accordance with the payment terms in Section 6 of these Terms.

c.

Understanding Draftboard’s Role. Draftboard and the Services act only as an interface to facilitate – not to direct or control - communications and interactions among Scouts, Employers, and Candidates. Draftboard does not supervise, direct, control or monitor the Positions listed by Employers. Draftboard is not a party to any relationship or separate agreement entered into among Scouts, Employers and Candidates, and Draftboard disclaims any and all liability relating to the above. Any successful hiring of a Candidate by an Employer involves a direct relationship between the Candidate and the Employer.

d.

Your Relationship with Draftboard. By using our Services, you agree that, with respect to your activities as a Scout, and unless indicated otherwise in an express written agreement between you and Draftboard: (a) you and your Authorized Users are not employees or agents of Draftboard; and (b) Draftboard is not required to provide you or any of your Authorized Users with workers’ compensation, unemployment insurance or disability benefits, minimum wage or overtime pay, or any other employee wages and benefits.

5. Personal Information & Privacy Policy

a.

Personal Information & Privacy. For information on how Draftboard collects, uses and discloses personal information, including personal information of Scouts and Candidates, please see our Privacy Policy at https://www.draftboard.com/privacy-policy.

b.

Confidentiality Requirement. In order to enable you to review applications for Positions submitted via your Links, we will share information with you about Candidates who have applied for Positions via your Links, including information collected via the applicable application form (“Candidate Information”) for the purpose of enabling you to assess each Candidate’s application to the Position and determine whether to submit such application to the relevant Employer (the “Purpose”). You hereby undertake: (i) not to disclose Candidate Information to any third party, (ii) to only disclose Candidate Information to your employees and/or consultants who have a need to know the Candidate Information for the Purpose and are subject to legally binding confidentiality obligations with respect to the Candidate Information at least as strict as those herein, (iii) to only use the Candidate Information for the Purpose, and (iv) to use the same degree of care in protecting the confidentiality of the Candidate Information as you use to protect your own confidential information and in any event not less than a reasonable degree of care.

6. Payment Terms

a.

Payment of Portion of Bonus to Scouts.

i.

Cases Where Bonus is Owed. In cases where: (i) a Bonus is due, as set out in Section 6 of the Employer Terms of Service, available at https://www.draftboard.com/terms-of-use (the “Employer Terms”), (ii) the Bonus is successfully collected by Draftboard from the Employer, and (iii) the Candidate has remained in the Position until the end of the Probation Period indicated on the Services for the applicable Position (such conditions, together, the “Fee Prerequisites”), Draftboard will pay not less than 80% of the applicable Bonus to the Scout through whose unique Link the successful Candidate applied to the Position (such portion, the “Scout Fee”). If the Candidate applied to the Position through more than one unique Link provided by different Scouts and, pursuant to the above, more than one Scout would be eligible to receive the Bonus (each, an “Eligible Scout”), the first Eligible Scout who approved an application by the Candidate to the Position will be entitled to receive the Bonus and no other Eligible Scout will be entitled to receive any Bonus or compensation with respect to such hiring.
Notwithstanding anything to the contrary herein, if the Candidate hired and the Scout who would be entitled to the Bonus are the same person, the Scout shall not be entitled to the Bonus and the Bonus shall be retained in its entirety by Draftboard.

ii.

Scout Fee Not Due if Above Conditions Are Not Met. You hereby expressly agree and acknowledge that unless all three of the Fee Prerequisites are met, Draftboard will not be required to pay you any Scout Fee and you will not be entitled to any payments, even if a Candidate you referred was successfully hired for a Position. In furtherance of the above, you hereby expressly waive any claim you may have against Draftboard associated with your failure to accrue the right to payment of a Scout Fee hereunder resulting from an Employer’s failure to pay a Bonus when due.

iii.

Details Regarding Employer Payment Requirements & Draftboard Efforts. By way of background, please be aware that pursuant to the Employer Terms a Bonus (and therefore a Scout Fee) will not be due from an Employer if: (i) a Candidate is hired more than 180 days after the Candidate last applied to the Employer for a Position via the Services, (ii) a Candidate had previously applied or been referred to the Employer outside of the Services less than three (3) months prior to the Candidate’s initial referral to the Employer by Draftboard, or (iii) if the Candidate is terminated by the Employer during the applicable “Probation Period.” For full information regarding when a Bonus is due and the measures Draftboard takes to determine when a Bonus is due and to collect payment of Bonuses, we recommend that you review the Employer Terms. In case of any conflict regarding when a Bonus is due and payable between these Terms and the Employer Terms, the Employer Terms shall govern and you hereby waive any claims against Draftboard with respect to such a conflict.

b.

Invoice & Payment Procedure.

i.

Account Information for Payment. Draftboard may ask you to supply information required for paying you the Scout Fee including your bank account information for ACH transfers, and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.

ii.

Payment Timing. Within fourteen (14) days of the date on which all three Fee Prerequisites are met, Draftboard will initiate payment of the Scout Fee. You understand that Draftboard will only make payment to you when all three Fee Prerequisites have been met and your entitlement to payment hereunder is conditioned upon all of the Fee Prerequisites being met.

iii.

Reversal of Payment. If required by law or to correct the payment of an incorrect amount, Draftboard may attempt to reverse a payment to you. You authorize Draftboard to initiate such reversals using the Payment Information you provide us and to charge your payment method

c.

Non-Circumvention. You hereby undertake and agree not to bypass, or attempt to bypass, Draftboard and accept payment from an Employer directly for any referral of a Candidate made via the Services.

d.

Taxes Applicable to Scout Fees.

i.

Goods, Services, Sales & Excise Taxes. The Scout Fee shall be inclusive of all goods and services tax, sales tax, use tax, excise tax and any other similar taxes duties and charges of any kind imposed by any federal, state or local governmental entity or regulatory authority on any Scout Fee payable hereunder.

ii.

Income Tax. The relationship of each Scout to Draftboard is that of an independent contractor and nothing contained in these Terms shall be deemed to create an employer-employee relationship between a Scout and Draftboard. Therefore, you acknowledge and agree that you are solely responsible for payment of any and all taxes payable in connection with the Scout Fees paid to you hereunder and that Draftboard shall not withhold any such taxes from the Scout Fees unless it determines that it is required to do so by applicable law. You hereby indemnify Draftboard against any losses or liabilities incurred by Draftboard as a result of your failure to pay any taxes payable by you with respect to Scout Fees or any other benefits received by you pursuant to these Terms.

e.

Your Costs. You are solely responsible for all costs incurred by you in connection with your use of the Services.

7. Disputes Between You and Candidates; Releasing Draftboard From Claims

Draftboard is not party to any agreement entered into between you and Employers or between Candidates and Employers and is not involved in the hiring or onboarding process of any Candidate. In the event that you have a dispute with one or more Candidate or Employer, you agree to address such dispute directly with the Candidate or Employer in question and you hereby release Draftboard (and its officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and agree not to sue any of the Releasees for, any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If such a dispute arises, Draftboard may, at its sole discretion, facilitate communication between you and the relevant Candidate or Employer in connection with such dispute. If such a dispute is unable to be resolved between you and a Candidate or Employer, Draftboard may, at its sole discretion, intervene in such dispute and take any actions Draftboard deems appropriate.

8. Intellectual Property Rights in the Services & Content

a.

Draftboard’s Intellectual Property Rights. Draftboard and its licensors exclusively own all right title and interest in and to the Services and Content (as defined below) including all intellectual property rights therein. Draftboard reserves all of its intellectual property rights in the Services and the Content. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Draftboard logos, trademarks and service marks are the trademarks and intellectual property of Draftboard. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

b.

Content. For purposes of these Terms “Content” means text, graphics, images, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.

c.

Your Rights to Content. Subject to these Terms, we hereby grant you a non-exclusive, non-sublicensable and non-transferable limited license to use Content solely for purposes of using the Services in accordance with the explicit permissions in these Terms. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services as explicitly permitted in these Terms is expressly prohibited without prior written permission from us.

d.

Prohibitions. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, use, copy, reproduce, modify, translate, publish, broadcast, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose the Services or any Content except as explicitly permitted in these Terms.

9. Prohibited Uses of the Service

a.

You hereby represent and warrant that you will not use the Services in any way that:

a.

violates any law or regulation;

b.

violates any contractual obligation applicable to you or any of your Authorized Users;

c.

is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

d.

jeopardizes the security of any Draftboard user account (such as allowing someone other than an Authorized User to log in to the Services using your Account);

e.

violates the security of any computer network, or cracks any passwords or security encryption codes;

f.

runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);

g.

“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

h.

decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site or Services.

10. Scout Profile Page

We may create and publish a profile page for each Scout as part of the Services (a “Scout Profile”). Your Scout Profile will include any information or content provided by you, which you hereby license to us for the purposes of creating, publishing and sharing your Scout Profile, as well as certain information collected, generated or provided by us, including your LinkedIn profile and a ‘Scout Reputation Score’ which will be determined by Draftboard based on your performance on the Services. You hereby permit Draftboard to determine a Scout Reputation Score for you and to publish such score on your Scout Profile. You waive any claims against Draftboard with respect to the determination and publication of your Scout Reputation Score. [For more details about how we determine your Scout Reputation Score, please see [LINK]]. You may have your Scout Profile, including your Scout Reputation Score, removed from the Services by emailing us at AccountTerminations@draftboard.com and requesting to terminate your Account. Upon such request your Account will be terminated and you will no longer be permitted to access or use the Services.

11. Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risks arising from, your use of any third-party websites or resources.

12. Termination

We may suspend or terminate your and your Authorized Users’ access to and use of the Services, including, but not limited to, suspending access to or terminating and deleting your Account, at our sole discretion, at any time and without notice to you. You may request termination and deletion of your Account at any time by sending an email to us at legal@draftboard.com. Account termination may result in destruction of any content associated with your account, including your Scout Profile and will also result in the deactivation of all of your Links. Following termination, suspension, discontinuation or cancellation of your Account (“Termination”), you remain entitled to receive Scout Fees with respect to applicable Candidates hired by an Employer within thirty (30) days of Termination (“Tail Fees”). We will notify you by email, to the email address associated with your Account, of such Tail Fees as they become due (“Fee Accrual Notice”). In order to receive the Tail Fees you must, within thirty (30) days of Draftboard transmitting the Fee Accrual Notice, provide us with an invoice for the applicable Tail Fees, and details for payment of the Tail Fees via bank wire or ACH (a “Tail Fee Invoice”) by email to the email specified in the Fee Accrual Notice. We will make payment within thirty (30) days of receipt of an accurate Tail Fee Invoice. If we do not receive an accurate Tail Fee Invoice within thirty (30) days of our transmitting the Fee Accrual Notice, you will be deemed to have waived your rights to the applicable Tail Fees. Notwithstanding anything to the contrary the above, if Termination is due to your breach of these Terms, your failure to comply with applicable law or highly inappropriate behaviour in your use of the Services, then you shall not be entitled to receive any Tail Fees or any further payment of Scout Fees following Termination.

13. Disclaimers

a.

General Disclaimer of Warranties. The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

b.

Draftboard Not Responsible for Scouts, Candidates or Employers. Neither Draftboard nor its affiliates or licensors is responsible for the conduct of any Scout, Employer, or Candidate. Draftboard does not provide any warranties or guarantees regarding any Employer or Candidate including with respect to the accuracy of any information provided by any Candidate or Employer including with respect to any Position listed on the Services. You acknowledge and agree that Draftboard is not an employment, recruiting, or staffing agency, and we do not make any representations or warranties with respect to any Employers or Candidates. In addition, we do not guarantee that by using the Services, you will successfully earn the right to receive any Scout Fee under these Terms.

c.

Take Precautions With Employers and Candidates. Draftboard provides the Services as a medium for Scouts and Candidates to connect with Employers and facilitate the performance by Scouts of referral services for Employers. You agree to take reasonable precautions in all interactions with Employers or Candidates. You are solely responsible for your interactions with Employers and Candidates via the Services or otherwise. You understand that Draftboard is under no obligation to screen Employers or Candidates. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in using the Services. Your use of the Services is at your sole risk and discretion and Draftboard hereby disclaims any and all liability to you or any third party relating thereto.

14. Limitation of Liability

a.

Limitation of Types of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRAFTBOARD WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DRAFTBOARD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b.

Limitation of Amount of Liability. WITHOUT DEROGATING FROM THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DRAFTBOARD’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED, IN THE AGGREGATE ONE THOUSAND DOLLARS (USD 1,000).

c.

These Limitations of Liability are Fundamental. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN DRAFTBOARD AND YOU.

15. Indemnity

You hereby agree to indemnify and hold harmless the Releasees from and against, and covenant not to sue them for, any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your or any of your Authorized Users’ access to or use of the Services; or (ii) your or any of your Authorized Users’ violation of these Terms.

16. Copyright Notice

In accordance with the DMCA, we reserve the right to block access to or remove material that we believe to be copyrighted material that has been illegally copied and distributed on the Services. If you believe that any material on the Services infringes your copyright, please send a copyright infringement notice to legal@draftboard.com. We will follow applicable law, including the terms of the DMCA, in addressing any notice of copyright infringement on our Services.

17. Governing Law; Dispute Resolution; Class Action & Jury Waivers

a.

The laws of the State of New York govern these Terms and all matters arising from or relating hereto, without regard to conflict of law principles that would cause the application of the laws of any other jurisdiction. Any action arising from or relating to these Terms will be filed only in a federal or state court located in the State of New York, and the parties irrevocably consent and submit to the personal jurisdiction of such courts. Neither party will claim that an aforementioned court is an improper or inconvenient venue.

b.

ALL PARTIES WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.

c.

You further agree that any dispute between you and Draftboard will be filed on an individual basis and you hereby waive any right to participate in a class-action or collective action proceeding against Draftboard.

18. General Terms

a.

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Draftboard and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms and/or your Account, by operation of law or otherwise, without Draftboard’s prior written consent. Draftboard may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

b.

Notices. Any notices or other communications provided by Draftboard under these Terms will be given: (i) via email to the email address associated with your Account; or (ii) by posting to the Services. Any notice to be given by you to Draftboard under these Terms shall be sent by email to legal@draftboard.com. Notice will be deemed to have been given on the date on which an email is transmitted or applicable posting is made to the Services.

c.

Waiver of Rights. A person’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the party. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

d.

Survival. Sections 5-9 and 11-18 as well as any other terms meant to survive the termination, discontinuation or cancellation of your Account and your right to access and use the Services shall survive any such termination, discontinuation or cancellation for any reason. Notwithstanding the above, your right to receive Scout Fees following termination, discontinuation or cancellation of your Account shall be subject to the provision of Section 12 of these Terms.

19. Feedback

If you have any feedback about the Services, please contact Draftboard at info@draftboard.com. If you choose to provide us feedback, you agree that we are free to use such feedback without any restriction or compensation to you.

Draftboard Inc.

Employer Terms of Service (the “Terms”)

Last Updated: June 13, 2023

Please read these Terms to learn the rules and obligations governing your use of the Services. If you have any questions about these Terms or the Services please contact Draftboard at legal@draftboard.com.

About Draftboard & Employer Terms

Draftboard Inc. (“Draftboard” “us” “we” or “our”), through our website located at www.draftboard.com (the “Site”), enables employers seeking to fill open job positions (“Employers” and such open positions, “Positions”) to post such Positions on the Site. Users who are registered with Draftboard (“Scouts”) are able to refer candidates (“Candidates”) to apply for Positions. If a Candidate is accepted for a Position, Employers will pay a fee (a “Bonus”) which will be shared between Draftboard and the Scout who referred the successful Candidate.

This document outlines the terms pursuant to which an Employer (“you” or “your”) is permitted to use our Site, platform and services (all together the “Services”) to seek to fill Positions. Subject to our approval, you may register through the Services to become an Employer and be authorized to list Positions via the Services for which Scouts may refer Candidates.

1. Your Agreement to the Terms

By using our Services, you agree to be bound by the Terms as well as Draftboard’s Privacy Policy, available at https://www.draftboard.com/privacy-policy (the “Privacy Policy”). If you don’t agree to the Terms, you are not permitted to use the Services. If you are accessing and using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you”, “your”, and the term “Employer” will refer to that company or other legal entity.

2. Changes to Terms or Services

We may modify the Terms at any time, at our sole discretion, by posting the modified Terms on the Site. We will notify you of any changes to the Terms that we consider to be material modifications by sending an email to the email address affiliated with your Draftboard account. It’s important that you review the Terms on a regular basis. You hereby agree that your continued use of the Services after we’ve posted modified Terms on the Site shall indicate and constitute your agreement to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may no longer use the Services. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

3.Who May Use the Services

a.

Eligibility. You may use the Services only if you are 18 years or older, capable of forming a binding contract with Draftboard and are not barred from using the Services under applicable law.

b.

Compliance with the Terms. Your right to access and use the Services is conditional upon your compliance with the Terms.

c.

Registration and Your Information. If you want to become an Employer and to access and use the Services in order to list and advertise Positions via the Services, you’ll have to create a Draftboard account (“Account”) for your business. You can do this via the Site. When you register, we’ll ask that you provide us with certain information such as name or company name, as applicable, email address to be used for contact, and any other information as may be requested by Draftboard. We’ll use this information to administer the Account and to otherwise provide the Services to you.

d.

Authorized Users. Subject to the restrictions set forth herein, if the Account is being created on behalf of a legal entity, you may grant access to the Services to your employees and independent contractors, who may only access and use the Services on your behalf for the sole purpose of performing their job functions or services on your behalf (“Authorized Users”). You will not share your login credentials or password with anyone other than an Authorized User. YOU ACKNOWLEDGE AND AGREE THAT YOUR AUTHORIZED USERS’ USE OF THE SERVICES IS SUBJECT TO THESE TERMS, AND THAT YOU ARE DIRECTLY RESPONSIBLE TO US FOR ENSURING THAT YOUR AUTHORIZED USERS AGREE TO, AND COMPLY WITH, THESE TERMS AND OUR PRIVACY POLICY, AND USE THE SERVICES SOLELY AS EXPRESSLY PERMITTED BY AND IN ACCORDANCE WITH THESE TERMS.

e.

Accurate Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree to notify us immediately of any unauthorized use of your Account. You accept full responsibility and liability for all activities that occur under your Account.

4. Understanding The Services

a.

How to Use the Services. Once you register to become an Employer, you will be required to connect your Applicant Tracking System to the Services. A list of the Applicant Tracking Systems (each, an “ATS”) compatible with Draftboard can be found on the Site. Once you connect your ATS to the Services, Draftboard will offer you the opportunity to publish open Positions identified via your ATS on the Services and Scouts will be able to refer Candidates for such Positions. Prior to publishing a Position on the Services you will be required to set a Bonus for each Position. You may change the Bonus for a given Position at your discretion however the new Bonus will only apply beginning 5:00 PM EST at the end of the next business day after you update the Bonus (the “Bonus Update Time”). All applications submitted prior to the Bonus Update Time will be subject to the previously published Bonus amount. When referred Candidates apply for a Position using Draftboard, the applications will automatically be processed and made available to you via your ATS. If you hire a Candidate, whether or not such hiring is for the Position to which such Candidate applied, you will be required to pay a Bonus to Draftboard, in accordance with the payment provisions set out in detail in Section 6 these Terms. When using the Services, we request that you endeavor to accurately track the hiring process for all Positions through use of your ATS In a timely manner and to update the status of Candidates in the hiring process in a timely and accurate manner. Diligent ATS hygiene will enhance the user experience of and value derived from the Services. Draftboard will track the status of Positions and referred Candidates in your ATS via Draftboard’s integration with your ATS. If you indicate on your ATS that a Position is no longer “live,” Draftboard will automatically remove the public listing of the Position from the Services (“De-Listing”). If and when you indicate on your ATS that the same Position is “live” again, Draftboard will automatically relist the Position on the Services with the same criteria that were associated with the Position’s listing at the time of De-Listing, at which point you will be able to edit and/or delete the Position in the same manner in which you edit and/or delete other Positions on the Services.

b.

Automatic Posting of New Positions From Your ATS. Pursuant to Draftboard’s default settings, each new Position added to your ATS will be automatically published to the Services at 5:00 PM Eastern Time on the next business day following the date such Position was added to your ATS. Draftboard will notify you by email prior to publishing such Position and provide you the opportunity to either: (i) set the applicable Bonus, Probation Period and minimum Scout reputation score, or (ii) prevent the Position from being published to the Services. If you do not take either of the above actions prior to 5:00 PM Eastern Time on the next business day following the date a Position was added to your ATS, the Position will be published with a Bonus, Probation Period and minimum Scout reputation store, calculated as follows:

i.

if the title of the Position is identical to a Position previously posted by you on Draftboard, the Bonus, minimum Scout reputation store and Probation Period will be the same as those of such previously posted Position;

ii.

otherwise, the Bonus will be set as $2,000 for US-based Positions and $1,000 for all other Positions, the Probation Period will be set at thirty (30) days and the minimum Scout reputation score will be set at 4.0.

c.

Understanding Draftboard’s Role. Draftboard and the Services act only as an interface to facilitate – not to direct or control – communications and interactions among Scouts, Employers, and Candidates. Draftboard is not a party to any relationship or separate agreement entered into among Scouts, Employers and Candidates, and Draftboard disclaims any and all liability relating thereto. Any successful hiring of a Candidate by an Employer involves a direct relationship between the Candidate and the Employer.

d.

Your Relationship with Draftboard. By using our Services, you agree that: (a) you and your Authorized Users are not employees, agents or contractors of Draftboard; and (b) Draftboard is not required to provide you or any of your Authorized Users with workers’ compensation, unemployment insurance or disability benefits, minimum wage or overtime pay, or any other employee wages and benefits.

5. Data Access & Privacy Policy

a.

ATS Integration.

i.

Job Openings. When you connect the Services to your ATS, Draftboard collects data from your ATS to enable you to publish Positions to the Services including information regarding each job opening listed on your ATS. With respect to each job opening, Draftboard will collect the information indicated on your ATS regarding such job for the purpose of enabling you to publish the job as a Position on Draftboard’s site. Job information collected by Draftboard includes: job title, description, location, stage, status, department, profile URL, ID, applications data, questions, and salary.

ii.

Candidate Monitoring. Draftboard also monitors the status of any Position published from your ATS to the Services and of Candidates referred via the Services, through its integration with your ATS including, among other things, for the purpose of determining whether a Candidate Hire (as defined below) has occurred and whether a Position has been closed.

iii.

Consent. By using the Services, you consent to Draftboard accessing and making use of the data and information available in your ATS as indicated above.

b.

Personal Information & Privacy. For information on how Draftboard collects, uses and discloses personal information, including personal information of Candidates, please see our Privacy Policy at https://www.draftboard.com/privacy-policy.

c.

Confidentiality Requirement. As part of the Services, we will share information with you about Candidates applying for Positions, including information collected via the applicable application form (“Candidate Information”) for the purpose of enabling you to assess each Candidate’s application to the Position (the “Purpose”). You hereby undertake: (i) not to disclose Candidate Information to any third party, (ii) to only disclose Candidate Information to your employees and/or consultants who have a need to know the Candidate Information for the Purpose and are subject to legally binding confidentiality obligations with respect to the Candidate Information at least as strict as those herein, (iii) to only use the Candidate Information for the Purpose, and (iv) to use the same degree of care in protecting the confidentiality of the Candidate Information as you use to protect your own confidential information and in any event not less than a reasonable degree of care.

6. Payment Terms

a.

Requirement to Pay Bounties.

i.

Cases Where Bonus is Owed. If you successfully hire a Candidate, whether or not the Candidate is hired for the Position for which the Candidate was initially referred via the Services, either as an employee or independent contractor (any such case, a “Candidate Hire”), you will owe, and you agree to pay, the Bonus, which is determined by you when you post the Position on the Services, plus any applicable taxes thereon. The Bonus becomes due and payable 15 days following the date that you and the Candidate agree to a Candidate Hire (such date, the “Hiring Date” and such payment date, the “Bonus Due Date”), whether or not Draftboard is aware of such Candidate Hire. For purposes of clarity, the Hiring Date is the date on which the Employer and the Candidate enter into an agreement, whether oral or written, pursuant to which the Employer will engage the Candidate, and not the date on which the Candidate’s actual engagement begins. Failure to pay the Bonus on time constitutes a material breach of these Terms for which Draftboard may suspend your access to the Services. Draftboard’s suspension of your access to the Services shall not relieve you of any of your obligations hereunder including your obligation to pay any Bonus. If you engage a Candidate for a position other than the Position for which the Candidate applied: (i) if the position for which the Candidate is engaged is advertised on the Services, the applicable Bonus shall be the Bonus indicated on the Services for such Position at the time of application (the “Application Date”), and (ii) if the position for which the Candidate is engaged is not advertised on the Services, the applicable Bonus shall be the Bonus indicated on the Services for the Position for which the Candidate applied at the Application Date.

ii.

Cases Where no Bonus is Owed.

1.

If the Hiring Date is more than 180 days after the Candidate’s last Application Date for any Position you have advertised on the Services then no Bonus will be due.

2.

If you hire a Candidate who had previously applied or been referred to you outside of the Services less than three (3) months prior to Candidate’s initial referral to you by Draftboard and conclusive written evidence of such previous referral or application is provided to Draftboard within five (5) days of the Hiring Date then no Bonus will be due.

b.

Notification of a Candidate Hire.

i.

You are obligated to notify Draftboard of any Candidate Hire immediately via (a) tagging the Candidate Hire appropriately in your ATS or (b) an email to NewHireNotification@draftboard.com, and in all cases not more than five (5) days following the Hiring Date (such notification “Hiring Notice”).

ii.

Failure to provide Hiring Notice in accordance with these terms may result in your immediate suspension or expulsion from the Services and the locking and/or deletion of your Account.

c.

Invoice & Payment Procedure. You may choose between three methods for payment of Bonuses that become due:

i.

AutoDebit: If you select Autodebit Payment, you will be prompted to connect a deposit account to a third-party payment provider selected by Draftboard (a “Payment Provider”) and you hereby authorize Draftboard to debit your deposit account, through instruction to the Payment Provider, for each Bonus due to be paid by you under these Terms immediately upon Draftboard becoming aware of the applicable Candidate Hire. You further guarantee that your deposit account will have sufficient funds to pay any Bonus that becomes due and payable hereunder. If you comply with your obligation to provide a Hiring Notice on time pursuant to Section 6(b)(ii), you will not be liable for late payment resulting from Draftboard’s failure to debit your account prior to the Bonus Due Date.

ii.

Credit Card: If you select Credit Card Payment, you will be prompted to maintain a credit card on file with a Payment Provider and you hereby authorize Draftboard to charge your credit card, through instruction to the Payment Provider, for each Bonus due to be paid by you under these Terms immediately upon Draftboard becoming aware of the applicable Candidate Hire. You further guarantee that your credit card will have sufficient credit available to pay any Bonus that becomes due and payable hereunder. If you comply with your obligation to provide a Hiring Notice on time pursuant to Section 6(b)(ii), you will not be liable for late payment resulting from Draftboard’s failure to charge your credit card prior to the Bonus Due Date.

iii.

Manual Invoice. If you select Manual Invoice Payment, Draftboard will provide an invoice for payment of the applicable Bonus promptly upon, and in any event within five (5) days of, becoming aware of a Candidate Hire. Invoices will be payable via ACH or Wire Transfer. If you comply with your obligation to provide a Hiring Notice on time pursuant to Section 6(b)(ii), but Draftboard fails to provide an invoice within five (5) days of such notice, the Bonus Due Date will be extended one day for each day that Draftboard is late in providing you the invoice.

iv.

You understand and agree that you will be solely and exclusively liable to Draftboard if Draftboard is unable to collect payment from you for any reason outside of Draftboard’s direct control including, but not limited to, due to inability to charge the credit card or debit the account associated with your Account or Draftboard not being aware that a Candidate Hire has occurred. You hereby acknowledge and agree that you are liable to pay the Bonus for each successfully hired Candidate, whether or not the relevant Position is indicated to be filled in your ATS and whether or not you fulfilled your obligation to provide the Hiring Notice on time. Draftboard uses its integration with your ATS, as well as publicly available information, to monitor whether a Position is filled and a Bonus due, but failure to indicate a Position has been filled on your ATS or provide a timely Hiring Notice does not relieve you of your obligation to pay each applicable Bonus prior to the expiration of the Bonus Due Date.

d.

Probation Period. If: (i) a Candidate is terminated by you and ceases to provide services to you prior to the end of the Probation Period stipulated for the Position on the Services, and (ii) you notify Draftboard by email to ProbationTermination@draftboard.com of such Termination prior to the end of the Probation Period, then you may elect to either: (x) receive a full refund of the Bonus, or (y) request that Draftboard hold the Bonus as an advance against your future Bonuses that become due.

e.

Scout’s Portion & Non-Circumvention. A portion of the Bonus will be retained by Draftboard and the remainder of the Bonus will be paid by Draftboard to the Scout who referred the Candidate for the Position at the end of the Probation Period, as further set out in the Scout Terms of Service available at https://www.draftboard.com/terms-of-use. You hereby undertake and agree not to bypass Draftboard and pay a Scout directly for any referral of a Candidate made via the Services.

f.

Taxes Applicable to Bonus. The Bonus for each Position is indicated exclusive of any applicable taxes. You acknowledge and agree that as part of your obligation to pay the Bonus and Draftboard’s authorization to charge and invoice you for the Bonus Draftboard will charge you and you will pay the Bonus plus any applicable taxes, as determined by Draftboard.

g.

Your Costs & Taxes. You are solely responsible for all costs incurred by you in connection with your use of the Services and in connection with your determining, collecting, reporting and paying all applicable state and federal sales, income and other taxes.

7. Disputes Between You and Candidates; Releasing Draftboard From Claims

Draftboard is not party to any agreement entered into between you and any Candidates and is not involved in the hiring or onboarding process of any Candidate. In the event that you have a dispute with one or more Candidate, you agree to address such dispute directly with the Candidate(s) in question and you hereby release Draftboard (and its officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and agree not to sue any of the Releasees for, any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If such a dispute arises, Draftboard may, at its sole discretion, facilitate communication between you and the relevant Candidate in connection with such dispute. If such a dispute is unable to be resolved between you and a Candidate, Draftboard may, at its sole discretion, intervene in such dispute and take any actions Draftboard deems appropriate.

8. Intellectual Property Rights in the Services & Content

a.

Draftboard’s Intellectual Property Rights. Draftboard and its licensors exclusively own all right title and interest in and to the Services and Content (as defined below) including all intellectual property rights therein. Draftboard reserves all of its intellectual property rights in the Services and the Content. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Draftboard logos, trademarks and services marks are the trademarks and intellectual property of Draftboard. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

b.

Content. For purposes of these Terms “Content” means text, graphics, images, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.

c.

Your Rights to Content. Subject to these Terms, we hereby grant you a non-exclusive, non-sublicensable and non-transferable limited license to use Content solely for purposes of using the Services in accordance with the explicit permissions in these Terms. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services as explicitly permitted in these Terms is expressly prohibited without prior written permission from us.

d.

Prohibitions. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, use, copy, reproduce, modify, translate, publish, broadcast, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose the Services or any Content except as explicitly permitted in these Terms.

9. Prohibited Uses of the Service

a.

You hereby represent and warrant that you will not use the Services in any way that:

i.

violates any law or regulation;

ii.

is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;v

iii.

jeopardizes the security of any Draftboard user account (such as allowing someone other than an Authorized User to log in to the Services using your Account);

iv.

violates the security of any computer network, or cracks any passwords or security encryption codes;

v.

runs any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);

vi.

“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

vii.

decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site or Services.

b.

You further represent and warrant that you will only ask for Candidate information that is necessary to evaluate the Candidate’s suitability for the applicable Position and that you will only collect, use, maintain and transmit Candidates’ personal information in compliance with applicable laws.

10. Employer Trademarks & Content

a.

Trademarks. You hereby grant Draftboard the right to use the trademarks made available by you to Draftboard, including by connecting your ATS with the Services, in connection with our provision of the Services and for the purpose of promoting Draftboard in press releases, marketing materials and other similar scenarios. We agree to use such trademarks only in the form provided by you.

b.

Employer Content. “Employer Content” means any Content that you, as an Employer, make available through the Services.

i.

Draftboard does not claim any ownership rights in any Employer Content.

ii.

By making any Employer Content available through the Services, including through integrating your ATS with the Services, you hereby grant to Draftboard a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license, with the right to grant sublicenses, to use, copy, modify (for formatting purposes only), publicly display, publicly perform and distribute copies of your Employer Content in connection with operating and providing the Services and Content to you and to other Account holders.

iii.

You are solely responsible for all your Employer Content. You represent and warrant that you own all your Employer Content or have obtained all rights, authorizations, consents and permissions necessary to grant us the license rights in your Employer Content under these Terms and that your Employer Content is true and accurate. You also represent and warrant that neither your Employer Content, nor your use and provision of your Employer Content, nor any use of your Employer Content by Draftboard on or through the Services and/or in accordance with the Terms will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

iv.

You hereby represent and warrant that you will not post, upload, publish, submit or transmit any Employer Content that: (i) infringes, misappropriates or violates a third party’s intellectual property rights, or rights of publicity or privacy; (ii) violates any applicable law or regulation; or (iii) is fraudulent, false, misleading or deceptive.

v.

We reserve the right, but are not obligated, to remove or disable access to any Content, including Employer Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms.

11. Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

12. Termination

We may suspend or terminate your and your Authorized Users’ access to and use of the Services, including, but not limited to, suspending access to, terminating or deleting your Account, at our sole discretion, at any time and without notice to you. You may request cancelation of your Account at any time by sending an email to us at legal@draftboard.com. Any termination, discontinuation or cancellation of your Account and/or your access to and use of the Services shall not relieve you of the obligation to pay any Bonus already due or that becomes due under these Terms. Account termination may result in permanent deletion of any content associated with your account.

13. Disclaimers

a.

General Disclaimer of Warranties. The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

b.

Draftboard Not Responsible for Scouts, Candidates or Employers. Neither Draftboard nor its affiliates or licensors is responsible for the conduct of any Scout, Employer, or Candidate. Draftboard does not provide any warranties or guarantees regarding any Scout or Candidate including with respect to the accuracy of any information provided to you by any Scout or Candidate. You acknowledge and agree that Draftbard is not an employment, recruiting, or staffing agency, and we do not make any representations or warranties as to the qualifications of any Scout or Candidate. In addition, we do not guarantee that by using the Services you will find qualified Candidates for the Positions you publish on the Services.

c.

Take Precautions With Scouts and Candidates. Draftboard provides the Services as a medium for Scouts and Candidates to connect with Employers and facilitate the performance by Scouts of referral services for Employers. You agree to take reasonable precautions in all interactions with Scouts or Candidates. You are solely responsible for your interactions with Scouts and Candidates via the Services or otherwise. You understand that Draftboard is under no obligation to screen Scouts or Candidates. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in using the Services. Your use of the Services is at your sole risk and discretion and Draftboard hereby disclaims, and you hereby release Draftboard from, any and all liability to you or any third party relating thereto.

14. Limitation of Liability

a.

Limitation of Types of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRAFTBOARD WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DRAFTBOARD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b.

Limitation of Amount of Liability. WITHOUT DEROGATING FROM THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DRAFTBOARD’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT PAID BY YOU IN BONUS FEES VIA THE SERVICES IN THE SIX (6) MONTHS PRECEEDING ANY APPLICABLE CLAIM.

c.

These Limitations of Liability are Fundamental. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN DRAFTBOARD AND YOU.

15. Indemnity

You hereby agree to indemnify and hold harmless Draftboard and the other Releasees, and covenant not to sue them for, any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your or any of your Authorized Users’ access to or use of the Services; (ii) your Employer Content; or (iii) your or any of your Authorized Users’ violation of these Terms including, but not limited to, any failure to pay a Bonus in accordance with the Terms.

16. Copyright Notice

In accordance with the DMCA, we reserve the right to block access to or remove material that we believe to be copyrighted material that has been illegally copied and distributed on the Services. If you believe that any material on the Services infringes your copyright, please send a copyright infringement notice to legal@draftboard.com. We will follow applicable law, including the terms of the DMCA, in addressing any notice of copyright infringement on our Services.

17. Governing Law; Dispute Resolution; Class Action & Jury Waivers

a.

The laws of the State of New York govern this Agreement and all matters arising from or relating hereto, without regard to conflict of law principles that would cause the application of the laws of any other jurisdiction. Any action arising from or relating to this Agreement will be filed only in a federal or state court located in the State of New York, and the parties irrevocably consent and submit to the personal jurisdiction of such courts. Neither party will claim that an aforementioned court is an improper or inconvenient venue.

b.

ALL PARTIES WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.

c.

You further agree that any dispute between you and Draftboard will be filed on an individual basis and you hereby waive any right to participate in a class-action or collective action proceeding against Draftboard.

18. General Terms

a.

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Draftboard and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Draftboard’s prior written consent. Draftboard may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

b.

Notices. Any notices or other communications provided by Draftboard under these Terms will be given: (i) via email to the email address associated with your Account; or (ii) by posting to the Services. Any notice to be given by you to Draftboard under these Terms shall be sent by email to legal@draftboard.com. Notice will be deemed to have been given on the date on which an email is transmitted or applicable posting is made to the Services.

c.

Waiver of Rights. A person’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the party. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

d.

Survival. Sections 5-9 and 11-17 of these Terms, including any obligations to pay a Bonus and any other terms meant to survive the termination, discontinuation or cancellation of your Account and your right to access and use the Services shall survive any such termination, discontinuation or cancellation for any reason. Your obligation to pay a Bonus may be accrued after termination, discontinuation or cancellation of your Account if a Candidate was referred for a Position prior to such termination, discontinuation or cancellation.

19. Feedback

If you have any feedback about the Services, please contact Draftboard at info@draftboard.com. If you choose to provide us feedback, you agree that we are free to use such feedback without any restriction or compensation to you.

Draftboard Inc.

Candidate Terms of Service (the “Terms”)

Last Updated: March 29, 2023

Please read these Terms to learn the rules and obligations governing your use of the Services. If you have any questions about these Terms or the Services please contact Draftboard at legal@draftboard.com.

About Draftboard & Candidate Terms

Draftboard Inc. (“Draftboard” “us” “we” or “our”), through its website located at www.draftboard.com (the “Site”), enables employers seeking to fill open job positions (“Employers” and such open positions, “Positions”) to post Positions on the Site. Users who are registered with Draftboard (“Scouts”) are able to refer candidates (“Candidates”) to apply for Positions. If a Candidate is accepted for a Position, Employers will pay a fee (a “Bonus”) which will be shared between Draftboard and the Scout who referred the successful Candidate.

This document outlines the terms pursuant to which a Candidate (“you” or “your”) is permitted to use our Site, platform and services (all together the “Services”) to apply for Positions.

1. Your Agreement to the Terms

By using our Services, you agree to be bound by the Terms as well as Draftboard’s Privacy Policy, available at https://www.draftboard.com/privacy-policy (the “Privacy Policy”). If you don’t agree to the Terms, you are not permitted to apply for a Position via the Services.

2. Changes to Terms or Services

We may modify the Terms at any time, at our sole discretion, by posting the modified Terms on the Site. Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

3. Who May Use the Services

a.

Eligibility. You may apply for a Position only if you are 18 years or older, capable of forming a binding contract with Draftboard and are not barred from using the Services under applicable law or contractual agreement.

b.

Agreement with the Terms. Your right to apply for a Position via the Services is conditional upon your agreement to the Terms.

4. Understanding The Services

a.

Applying for a Position. You can apply for a Position via the Services through using a unique Draftboard job application link (each, a “Link”). Each Link is connected to both a specific Position and a specific Scout such that Draftboard can identify the Scout who provided the referral for each application by a Candidate to a Position via the Services. YOU HEREBY REPRESENT AND WARRANT THAT ALL INFORMATION YOU PROVIDE AS PART OF AN APPLICATION TO A POSITION VIA A LINK IS AND WILL BE ACCURATE AND TRUTHFUL.

b.

How Your Application is Processed. When you apply for a Position using Draftboard, your application, and all information included therein, is first sent to the Scout whose Link you used to apply for the Position. The Scout will review your application and determine, at the Scout’s sole discretion, whether to approve the application for submission to the applicable Employer or to reject the application. If the Scout approves your application, we will submit your application to the Employer via the Employer’s Applicant Tracking System (“ATS”). Draftboard will track the status of your application via its integration with the Employer’s ATS as well as through monitoring publicly available information (such as your LinkedIn profile).

c.

Payment of Bonus for Successful Referrals. Draftboard charges Employers a Bonus when a Candidate is successfully hired for a Position, which is split between Draftboard and the Scout whose Link was used by the successful Candidate to apply for the Position. Further details regarding the payment of Bonuses and the relationship between Scouts and Draftboard and Employers and Draftboard are set out in the Scout Terms of Use (https://www.draftboard.com/terms-of-use?tab=scout) and the Employer Terms of Use (https://www.draftboard.com/terms-of-use?tab=employer) respectively.

d.

Understanding Draftboard’s Role. Draftboard and the Services act only as an interface to facilitate – not to direct or control - communications and interactions among Scouts, Employers, and Candidates. Draftboard does not supervise, direct, control or monitor decisions of Scouts to reject or approve applications or the Positions listed by Employers and expressly disclaims any responsibility and liability for any of the foregoing. Before applying to a Position posted on the Services, you are responsible for making your own determination that the Employer is suitable. Draftboard is not a party to any relationship or separate agreement entered into among Scouts, Employers and Candidates, and Draftboard disclaims any and all liability relating to the above. Any successful hiring of a Candidate by an Employer involves a direct relationship between the Candidate and the Employer.

5. Personal Information & Privacy Policy

a.

Candidate Application Monitoring. Draftboard monitors the status of any Position published on the Services and all applications submitted via the Services by Candidates for Positions through its integration with each Employer’s ATS, as well as through publicly available information, including, among other things, for the purpose of determining whether a Candidate has been hired by an Employer and whether a Position has been filled.

b.

Personal Information. For information on how Draftboard collects, uses and discloses personal information, including personal information collected as part of your application to a Position, please see our Privacy Policy at https://www.draftboard.com/privacy-policy.

c.

Consent. By applying to a Position via the Services, you consent to Draftboard accessing and making use of the data and information as set forth above and in the Privacy Policy, including submitting your personal information provided in an application to the applicable Scout and Employer.

6. Disputes Between You and Employers; Releasing Draftboard From Claims

Draftboard is not party to any agreement entered into between you and any Employer and is not involved in the hiring or onboarding process of any Candidate. In the event that you have a dispute with an Employer, you agree to address such dispute directly with the Employer in question and you release Draftboard (and its officers, directors, agents, investors, subsidiaries, and employees) (collectively “Releasees”) from, and agree not to sue any of the Releasees for, any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If such a dispute arises, Draftboard may, at its sole discretion, facilitate communication between you and the relevant Employer in connection with such dispute. If such a dispute is unable to be resolved between you and an Employer, Draftboard may, at its sole discretion, intervene in such dispute and take any actions Draftboard deems appropriate.

7. Disputes Between You and Scouts: Releasing Draftboard From Claims

Draftboard is not involved in Scouts’ decisions regarding whether to approve or reject a Candidate’s application. In the event that you have a dispute with a Scout, you agree to address such dispute directly with the Scout in question and you hereby release the Releasees from, and agree not to sue any of the Releasees for, any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. If such a dispute arises, Draftboard may, at its sole discretion, facilitate communication between you and the relevant Scout in connection with such dispute. If such a dispute is unable to be resolved between you and a Scout, Draftboard may, at its sole discretion, intervene in such dispute and take any actions Draftboard deems appropriate.

8. Intellectual Property Rights in the Services & Content

a.

Draftboard’s Intellectual Property Rights. Draftboard and its licensors exclusively own all right title and interest in and to the Services and Content (as defined below) including all intellectual property rights therein. Draftboard reserves all of its intellectual property rights in the Services and the Content. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Draftboard logos, trademarks and services marks are the trademarks and intellectual property of Draftboard. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

b.

Content. For purposes of these Terms “Content” means text, graphics, images, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.

c.

Prohibitions. You will not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, use, copy, reproduce, modify, translate, publish, broadcast, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose the Services or any Content except as explicitly permitted in these Terms.

9. Prohibited Uses of the Service

a.

You hereby represent and warrant that you will not use the Services in any way that:

a.

violates any law or regulation;

b.

violates any contractual obligation applicable to you;

c.

is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

d.

violates the security of any computer network or cracks any passwords or security encryption codes;

e.

runs any form of auto-responder or “spam” on the Services or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);

f.

“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);

g.

decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site or Services.

10. Links to Third Party Websites or Resources

The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.

11. Disclaimers

a.

General Disclaimer of Warranties. The Services and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT.

b.

Draftboard Not Responsible for Scouts, Candidates or Employers. Neither Draftboard nor its affiliates or licensors is responsible for the conduct of any Scout, Employer, or Candidate. Draftboard does not provide any warranties or guarantees regarding any Employer or Scout including with respect to the accuracy of any information provided by any Employer or Scout including with respect to any Position listed on the Services or with respect to any Scout’s or Employer’s competency or criteria for accepting or rejecting Candidate’s applications for Positions. You acknowledge and agree that Draftboard is not an employment, recruiting, or staffing agency, and we do not make any representations or warranties with respect to any Employers or Scouts. In addition, we do not guarantee that by using the Services, you will successfully find employment. BY APPLYING FOR A POSITION VIA THE SERVICES, YOU HEREBY EXPRESSLY WAIVE AND RELEASE THE RELEASEES FROM ANY AND ALL CLAIMS YOU HAVE OR MAY HAVE AGAINST DRAFTBOARD WITH RESPECT TO ANY SCOUT’S OR EMPLOYER’S ASSESSMENT OF, OR DECISIONS REGARDING WHETHER TO ACCEPT OR REJECT ANY APPLICATION FOR POSITIONS YOU MAY SUBMIT VIA THE SERVICES.

c.

Take Precautions With Employers and Scouts. Draftboard provides the Services as a medium for Scouts and Candidates to connect with Employers and facilitate the performance by Scouts of referral services for Employers. You agree to take reasonable precautions in all interactions with Employers and Scouts. You are solely responsible for your interactions with Employers and Scouts via the Services or otherwise. You understand that Draftboard is under no obligation to screen Employers or Scouts. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in using the Services and in any interactions with Employers and Scouts. Your use of the Services is at your sole risk and discretion and Draftboard hereby disclaims any and all liability to you or any third party relating thereto.

12. Limitation of Liability

a.

Limitation of Types of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRAFTBOARD WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DRAFTBOARD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b.

Limitation of Amount of Liability. WITHOUT DEROGATING FROM THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DRAFTBOARD’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED IN THE AGGREGATE ONE THOUSAND DOLLARS (USD 1,000).

c.

These Limitations of Liability are Fundamental. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN DRAFTBOARD AND YOU.

13. Indemnity

You hereby agree to indemnify and hold harmless the Releasees from and against, and covenant not to sue them for, any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your application for a Position via the Services; or (ii) your violation of these Terms including, but not limited to, your providing any inaccurate or false information as part of your application for a Position.

14. Copyright Notice

In accordance with the DMCA, we reserve the right to block access to or remove material that we believe to be copyrighted material that has been illegally copied and distributed on the Services. If you believe that any material on the Services infringes your copyright, please send a copyright infringement notice to legal@draftboard.com. We will follow applicable law, including the terms of the DMCA, in addressing any notice of copyright infringement on our Services.

15. Governing Law; Dispute Resolution; Class Action & Jury Waivers

a.

The laws of the State of New York govern these Terms and all matters arising from or relating hereto, without regard to conflict of law principles that would cause the application of the laws of any other jurisdiction. Any action arising from or relating to these Terms will be filed only in a federal or state court located in the State of New York, and the parties irrevocably consent and submit to the personal jurisdiction of such courts. Neither party will claim that an aforementioned court is an improper or inconvenient venue.

b.

ALL PARTIES WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.

c.

You further agree that any dispute between you and Draftboard will be filed on an individual basis and you hereby waive any right to participate in a class-action or collective action proceeding against Draftboard.

16. General Terms

a.

Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Draftboard and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise. Draftboard may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

b.

Notices. Any notices or other communications provided by Draftboard under these Terms will be given: (i) via email to the email address associated with your application for a Position; or (ii) by posting to the Services. Any notice to be given by you to Draftboard under these Terms shall be sent by email to legal@draftboard.com. Notice will be deemed to have been given on the date on which an email is transmitted or applicable posting is made to the Services.

c.

Waiver of Rights. A person’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the party. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

17. Feedback

If you have any feedback about the Services, please contact Draftboard at info@draftboard.com. If you choose to provide us feedback, you agree that we are free to use such feedback without any restriction or compensation to you.

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