JOBSOCKS TERMS OF SERVICE

(Last updated November 2019)

IN PROCEEDING YOU ARE AGREEING TO THESE TERMS OF SERVICE.

1. Overview

Welcome to the Terms of Service for Jobsocks. This is an agreement (“Agreement”) between Jobsocks Ltd a UK corporation, the owner and operator of jobsocks.com (the “Site”) and the Jobsocks service (the Site and connection service collectively the “Service”), and you. The Agreement also includes our Privacy Policy, which sets out the terms on which we process any Personal Data that we collect from you, or that you provide to us. By using our Service, you consent to such processing and you warrant that all data provided by you is accurate, current and complete.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS SITE IN ANY WAY, INCLUDING USING THE SERVICE, CLICKING ON THE “I AGREE” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR MERELY BROWSING THE SITE, YOU WARRANT AND REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH JOBSOCKS, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE EMPLOYER, AND TO BIND THAT COMPANY TO THE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICE.

Throughout this document, the words “Jobsocks,” “us,” “we,” and “our,” refer to our company, Jobsocks Limited, our Site or our Service, as is appropriate in the context of the use of the words. The term “Candidate” will refer to users of our Service who are seeking employment and/or contractor opportunities through Jobsocks. The term “Employer” will refer to a company that is interested in hiring Candidates through the use of our Service. The term “you” refers to the individual or legal entity, as applicable, identified as the user when you register on the Site.

You agree to keep all information gained from using our Site confidential. You agree that (1) you will use any content submitted by Candidates in accordance with applicable privacy and data protection laws; (2) you will not disclose the names or identities of any Candidates listed for on Jobsocks at any time, outside of your recruiting or hiring department; AND (3) you will take appropriate physical, technical and administrative measures to protect content you obtain through use of the Site and/or Service from loss, misuse, unauthorized access, disclosure, alteration or destruction. You also agree not to post, publicly disclose or disseminate any job offers which you become aware of through our Site or Service.

Our Service may allow you to upload photos, CVs, projects and other information and may allow you to message or communicate in other ways with other users through our Service. Any information that you post, transmit or submit through our Site or Service will be referred to as “Content” throughout this Agreement.

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY JOBSOCKS IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, we will make a new copy of the Agreement available at the Site. We will also update the “Last Revised” date at the top of the Agreement. If we make any material changes, and you have registered to use the Service, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement. Any changes to the Agreement will be effective immediately for new users and for existing users. If you do not agree to any change(s) after receiving a notice of such change(s), you may stop using the Site and/or the Service. Otherwise, your continued use of the Site and/or Service constitutes your acceptance of such change(s). YOU AGREE TO REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS OF SERVICE.

2. Jobsocks Description

For Candidates

Jobsocks is an online service that connects Candidates with Employers through a non-binding interview request process for a Candidate’s services. As a Candidate, you have an opportunity to find a potential new position with an Employer with transparency. Additionally, your use of Jobsocks is free, and there is no obligation.

For Employers

As an Employer, you have the opportunity to connect with talented candidates and reduce the costs involved with hiring and retaining such talent. You may send interview requests ("Requests") for suitable Candidates on our Service that you feel may be a fit for your company. However, these Requests are non-binding and do not create a binding employment contract. A Success Fee (as defined in Section 7 below) will only be collected from you in accordance with Section 7 after you have successfully hired a Candidate that you connected with via Jobsocks. YOU UNDERSTAND THAT JOBSOCKS DOES NOT 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 MAKING AN OFFER OF EMPLOYMENT TO A CANDIDATE AND (2) COMPLY WITH ALL LAWS AND REGULATIONS RELATING TO THE INTENDED EMPLOYMENT OF ANY CANDIDATE.

3. Signing-up

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 (“Registration Data”), and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your account. If you provide any Content that is untrue, inaccurate, not current, or incomplete, or Jobsocks has reasonable grounds to suspect that such Content is untrue, inaccurate, not current or incomplete, Jobsocks 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 Jobsocks, or if you have been previously banned from the Site or Service.

Candidate

In order to use Jobsocks as a Candidate you must register and create a profile. The use of the Site and the Service is free for Candidates. When registering with Jobsocks, we may require you to provide us information such as your name, e-mail address, employment history, work experience, immigration status and skill set. Furthermore, you agree to provide us with any other identifying documents that we may request. We may also allow you to use a third party service such as Github, Facebook or Twitter to register. We may 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.

Employer

In order to use Jobsocks as an Employer you must also register. Registration is free. When registering we may ask you for additional information related to your company and the types of Candidates you are looking for. We may also allow you to use a third party service to register. 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, Candidates that have posted their profiles on Jobsocks.

4. Conduct of Employment Agencies and Employment Businesses Regulations 2003

Jobsocks, the Employer and the Candidate agree that for the purposes of the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (the "Conduct Regulations"), Jobsocks shall be an 'employment agency', the Employer shall be a 'hirer' and the Candidate shall be a 'work-seeker', as defined in the Conduct Regulations and Employment Agencies Act 1973.

For Candidates

By accepting the terms set out in this Agreement, the Candidate agrees to provide Jobsocks with such information as Jobsocks may reasonably request, including (without limitation) as to the identity of the Candidate and information in relation to the Candidate’s experience, training, qualifications and authorisations as are necessary to undertake the work. The Candidate accepts that Jobsocks may not be able to facilitate the introduction of the Candidate to an Employer if any of the information requested is required and has not been provided.

For Employers

By accepting the terms set out in this Agreement, the Employer agrees to provide all the information needed by Jobsocks to enable Jobsocks to comply with its obligations under the Conduct Regulations. This includes (but is not limited to) providing the following information to Jobsocks as soon as reasonably practicable after such information has been requested by Jobsocks:

• the identity of the Employer and, if applicable, the nature of the Employer's business;
• the date on which the Candidate is required to start and the duration, or likely duration, of the work;
• the position the Employer wants to fill, including:
• the type of work that the Candidate will be required to perform;
• the location at which the Candidate will have to work;
• the hours that will be worked; and
• any health and safety risks known to the Employer and what steps the Employer has taken to prevent or control such risks;
• the experience, training, qualifications and any authorisation which the Employer considers are necessary, or are required by law or by any professional body, for the Candidate to possess to fill the position;
• details of any expenses paid by or to the Candidate;
• the minimum rate of pay and other benefits, and the intervals at which the Candidate would be paid; and
• where applicable, the length of notice of termination of Employment the Candidate would have to give and be entitled to.

The Employer shall notify Jobsocks as soon as reasonably practicable if any of this information changes. The Employer accepts that Jobsocks may not be able to facilitate the introduction of a Candidate if any of the information referred to above has not been provided.

The Employer shall indemnify and keep indemnified the Jobsocks Parties and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from the Employer's breach of any of its obligations under this Section 4, including as a result of the Employer's failing to provide the information required or providing information which is inaccurate or incomplete.

5. Your 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 authorised by this Agreement or as otherwise authorised in writing by Jobsocks.

Remember when using Jobsocks we ask you to act reasonably and responsibly with others. 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/or Service:

• You will not copy, distribute or disclose any part of the Site or the Service in any medium, including without limitation by any automated or non-automated “scraping”;
• You will not use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site or the Service in a manner that sends more request messages to Jobsocks servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Jobsocks grants the operators of public search engines revocable permission to use spiders to copy materials from the publicly available searchable indices of the materials, not caches or archives of such materials);
• You will not attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site or Service;
• You will not take any action that we determine, in our sole discretion, imposes, or may impose, an unreasonable or disproportionately large load on our infrastructure;
• You will not upload invalid data, viruses, worms or other software agents through the Site and/or Service;
• You will not collect or harvest any personally identifiable information, including account names, from the Site and/or Service except as may be expressly contemplated by this Agreement and our Privacy Policy;
• You will not access the Site or Service through any technology or means other than those provided or authorized by the Service (and access to the Site or Service through virtual private network or proxy is expressly forbidden);
• You will not sell, transfer or assign the Service, or your right to use the Service, to any third party, or offer the Service, or any content obtained from the Site or Service, on a time-sharing or other commercial basis;
• You agree to act within the bounds of common decency when using our Site;
• You agree not to stalk, harass, bully or harm another individual;
• You agree not to impersonate any person or entity, use a fictitious name, or misrepresent your affiliation with a person or entity;
• You agree not to violate any requirements, procedures, policies or regulations of networks connected to Jobsocks;
• You agree not to interfere with or disrupt the Site or Service;
• You agree not to hack, spam or phish us or other users;
• You agree to provide truthful and accurate Content;
• You agree to not violate any applicable law or regulation, including but not limited to laws or regulations governing the collection, processing, or transfer of personal information, or in breach of Jobsocks privacy policy, and you are responsible for such violations;
• You will not use our Site to post any false, misleading, unlawful, defamatory, obscene, invasive, threatening, harassing, inflammatory, fraudulent, abusive or libellous;
• You agree not to cause, or aid in, the destruction, manipulation, removal, disabling, or impairment of any portion of our Site, including the de-indexing or de-caching of any portion of our Site from a third party’s website, such as by requesting its removal from a search engine; and
• You will not upload any Content to our Site that infringes any third party intellectual property right(s).

Without prejudice to any other rights, Jobsocks may terminate your account for violating one or more of your responsibilities, for violating applicable laws, rules or regulations, any other provision in this Agreement, or for any other lawful purpose or at our discretion, with or without notice.

6. Requesting Interviews and Hiring

After an Employer’s registration has been accepted by us, the Employer will be able to browse the Candidates on our Site, communicate anonymously with these Candidates, and submit preliminary non-binding Requests to Candidates. If an Employer hires a Candidate from our Site, the Employer will owe Jobsocks a Success Fee (as defined in Section 7 below).

Once an Employer has discovered a Candidate on our Site or Service, the Employer agrees to communicate exclusively with the Candidate through our Site and Service for the duration of the Request process. The Employer and the Candidate may use other means of communication during the hiring process. The Employer agrees not to attempt to circumvent our Site and/or Service by independently attempting to communicate and hire the Candidate through alternative means after discovering the Candidate on our Site or Service.

Our Role

Jobsocks does not act as an agent for the purposes of the Request process. Jobsocks merely provides Candidates a location and the software tools to enable them to find and connect with Employers. Candidates and Employers are solely responsible for any issues arising from the use of Jobsocks.

Any agreements created between an Employer and a Candidate are not binding on us. We are not liable for, or obligated to enforce, any agreements between an Employer and a Candidate. You will not consider Jobsocks, nor will Jobsocks be construed as, a party to such agreements, whether or not Jobsocks receives some form of remuneration in connection with the agreements, and Jobsocks will not be liable for any costs or damages arising out of or related to such transaction.

7. Payments and Refunds

For Candidates

Jobsocks is free for Candidates. A Candidate agrees to promptly notify Jobsocks if the Candidate (1) accepts an offer of employment (an “Employment Offer”), whether for an indefinite or fixed term, (2) accepts an offer of employment as a contractor or consultant (a “Consulting Engagement”), whether for an indefinite or fixed term, (3) accepts an Employment Offer or a Consulting Engagement during or within twelve (12) months after termination of an Internship (as defined below) of any duration (a) with an Employer who was identified by the Candidate through the use of our Site or Service or (b) from an Employer who identified the Candidate through the use of our Site or Service, or (4) accepts an Employment Offer made by an Employer during or within twelve (12) months after termination of a Consulting Engagement with such Employer, each of the above a “Offer”. The date on which a Candidate commences work under an Employment Offer or Consulting Engagement is the “Start Date”. For the purposes hereof, an Internship shall refer to an opportunity for a Candidate to work, as an intern or pursuant to a co-op arrangement, for an Employer for a fixed period of time to assess job skills and shall only apply to Candidates that are enrolled in college or graduate school, or who have graduated from college or graduate school in the past 6 months.

If you are a Candidate who is using our Site and/or Service, you agree that (1) if you receive an Offer, you shall promptly notify Jobsocks of your Start Date and the key terms of such Offer (and notify Jobsocks promptly should any details of the Offer change at any time), (2) you shall provide Jobsocks with (a) a copy of a fully executed Offer letter, or (b) execute a document between Employer, Jobsocks and Candidate that states material employment terms, including, among other things, Start Date and compensation, promptly upon the signing of an Offer letter between you and such Employer (the “Effective Date”), as requested by Jobsocks, and (3) you will promptly notify Jobsocks after termination of your employment as an employee, intern, coop employee, consultant or contractor (“Employment”) in the event that (a) an Employer terminates your Employment based on unsatisfactory performance within thirty (30) days of the date on which your Employment commenced, or (b) you voluntarily terminate your Employment within thirty (30) days of the date on which your Employment commenced. In the event that before the Start Date, either Employer or Candidate elect not to begin the employment relationship contemplated by the Offer, Candidate shall promptly notify Jobsocks. In the event that within thirty (30) days of the date on which your Employment commenced (4) an Employer terminates your Employment (other than as part of a reduction in force) or (5) you voluntarily terminate your Employment, and (6) you have received any bonus gift or contribution, monetary or otherwise from Jobsocks, then Jobsocks is entitled to the return of this and you shall promptly return to Jobsocks. The foregoing repayment amount is a debt immediately owed to Jobsocks and the Candidate will pay for any professional fees Jobsocks incurs in enforcing such repayment obligation.

For Employers

Once we have accepted the registration of an Employer, the Employer will be able to make Requests and contact (through the Service) Candidates listed on our Site and Service. If a Candidate identified through use of our Service accepts a Offer within twelve (12) months of the date on which the Employer first viewed the Candidate on the Site, the Employer will be charged a Success Fee. For purposes of this Agreement, "Success Fee" shall refer to both Upfront Success Fees and Monthly Success Fees, and shall be collected, as set forth below:

In the case of an Employment engagement, the Employer may elect to pay one of the following two Success Fee options: (1) the Employer may pay a Success Fee equal to 12% of the Candidate’s first year base salary (an “Upfront Success Fee”), which amount shall be due and payable Fourteen (14) days after the Start Date (the “Upfront Success Fee Option”); OR (2) in the event that Jobsocks in its sole discretion has approved the Employer to pay on a monthly basis (the “Monthly Success Fee Option”), the Employer may pay a monthly Success Fee equal to 1.8% of the Employee’s first year base salary (a “Monthly Success Fee”), with the first payment due on the Start Date and each subsequent payment due monthly thereafter for ten (10) months until the earlier of (a) payment of ten Monthly Success Fee instalments or (b) termination of the Candidate for whom the Monthly Success Fee Option was selected.

Employers granted the Monthly Success Fee option are required to (1) complete the Jobsocks Direct Debit Authorization Form allowing Jobsocks to directly withdraw, debit or charge monthly payments from Employer’s designated bank or credit card account(s) and (2) be subject to a credit review.

In the event that the Employer selects the Monthly Success Fee Option and subsequently wishes to make payment in full, the Employer may contact their account manager or email Jobsocks at [email protected] to ascertain the amount required to buy out the remaining instalments of the Monthly Success Fee.

In the case of a Consulting Engagement within twelve (12) months of the date on which the Employer first viewed the contractor or consultant on the Site, the Employer shall pay a fee equal to 15% of the compensation to be paid for the period of such Consulting Engagement (the “Consulting Fee”). Employer shall provide Jobsocks with a monthly compensation estimate of which 15% of this amount shall be due and payable Fourteen (14) days after the Start Date and each subsequent month of Consulting Engagement, for as long as the Consulting Engagement continues. If Candidates works more or less than the monthly compensation estimate, Employer will inform Jobsocks and future invoices will be modified accordingly.

In the event that a Consulting Engagement results in the Candidate accepting an Employment Offer, the Employer shall pay a Success Fee equal to 15% of the Candidate’s first year base salary (the “Conversion Upfront Success Fee”), which amount shall be due and payable fourteen (14) days after the Start Date. The Conversion Upfront Success Fee will be discounted by any prior Consulting Fee payments paid for such Candidate. Employers choosing the Consulting Engagement option are required to (1) complete the Jobsocks Direct Debit Authorization Form allowing Jobsocks to directly withdraw, debit or charge monthly payments from Employer’s designated bank or credit card account(s), and (2) be subject to a credit review.

Employers are required to promptly notify Jobsocks once a Candidate has accepted an Offer and notify Jobsocks of the Start Date for such Candidate (including prompt notification of any subsequent changes in such Start Date.) Employers shall provide Jobsocks with (1) a copy of a fully executed Offer employment offer letter, or (2) execute a document between Employer, Jobsocks and Candidate that states material employment terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either Employer or Candidate elect not to begin the employment relationship contemplated by the Offer, Employer shall promptly notify Jobsocks and the Candidate shall not be eligible for any Candidate Payment.

The Employer agrees to pay Jobsocks a Success Fee for any Offer which is accepted by a Candidate within twelve (12) months of the date on which the Employer first viewed the Candidate on the Site, as defined above.

Notwithstanding the foregoing, in the event of a Success Fee dispute, if an Employer can establish that the Employer had an Active Process (as defined below) with the Candidate before using our Site and/or Service (e.g., the Candidate had already begun the interview process with the Employer and such process had not been terminated, or the Employer had received the Candidate’s CV from an employment agency or headhunter and was under active consideration by the Employer), the Employer may be exempted from paying the Success Fee. However, the final determination as to whether a Success Fee is owed by the Employer for an accepted Offer will be at the sole discretion of Jobsocks. 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 candidate on hold or reject has not been made, within the three (3) months prior to using the Site or Service for a Candidate that exists in Employer’s applicant tracking system or that was submitted by a recruiting agency. IF YOU ARE AN EMPLOYER who is using our Site and/or Service, YOU agree to the Success Fee provisions. If you do not agree with any of the provisions of this Agreement, please terminate your account immediately and cease using Jobsocks. YOUR OBLIGATION TO PAY ANY SUCCESS FEES SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

If an Employer circumvents our Site and/or Service after discovering a Candidate through our Site and/or Service and subsequently hires that Candidate within twelve (12) months of the date on which the Employer first viewed the Candidate on the Site, the Employer will pay on first demand and Jobsocks may invoice the Employer a Success Fee equal to 25% of the first year base salary or prorated contractor/consultant compensation of the Candidate and Jobsocks may, in its sole discretion, terminate the Employer’s account.

For Subscription Employers

Employers accepted into our Subscription program (individually a “Subscription Employer” and collectively “Subscription Employers”), will be charged an agreed upon monthly Subscription fee for the agreed upon number of months from the date of this Agreement (the “Subscription Period”). During the Subscription Period, the Subscription Employer will be able to browse, Request, and contact (through the Service) and extend Covered Offers to Prospective Employees listed on our Site and Service. Unless otherwise agreed in writing, all Covered Offers accepted within the Subscription Period will be subject to no additional fees beyond the monthly Subscription fee.

Subscription Employers are required to promptly notify Jobsocks once a Prospective Employee has accepted a Covered Offer and notify Jobsocks of the Start Date for such Prospective Employee (including prompt notification of any subsequent changes in such Start Date.) Subscription Employers shall provide Jobsocks with (1) a copy of a fully executed Covered Offer employment offer letter, or (2) execute a document between the Subscription Employer, Jobsocks and Prospective Employee that states material employment terms, including, among other things, Start Date and compensation promptly upon the Effective Date. In the event that before the Start Date, either the Subscription Employer or Prospective Employee elect not to begin the employment relationship contemplated by the Covered Offer, the Subscription Employer shall promptly notify Jobsocks and the Prospective Employee shall not be eligible for any Candidate Payment.

If a Subscription Employer circumvents our Site and/or Service after discovering a Prospective Employee through our Site and/or Service and subsequently hires that Prospective Employee within twelve (12) months of the date on which the Subscription Employer first viewed the Prospective Employee on the Site, the Subscription Employer will pay on first demand and Jobsocks may invoice the Subscription Employer a Success Fee equal to 25% of the 1st year base salary or prorated contractor/consultant compensation of the Prospective Employee and Jobsocks may, in its sole discretion, terminate the Subscription Employer’s account.

Payment

Employer agrees to pay the Success Fees charged to Employer’s account in accordance with the fees, charges, and billing terms in effect at the time the Success Fee is due and payable hereunder. Employers choosing the Monthly Success Fee, Consulting Engagement or the Subscription option acknowledge and agree that the same is conditional upon completion of the Jobsocks Direct Debit Authorisation Form allowing Jobsocks to directly withdraw, debit or charge monthly payments from Employers' designated bank or credit card account(s). By accepting Jobsocks Terms of Service, Employer agrees that Jobsocks is authorised to immediately withdraw Success Fees due and payable to Jobsocks hereunder from Employer’s account and that no additional notice or consent is required. Employer agrees to immediately notify Jobsocks of any change in its billing address or any account information provided to Jobsocks used for payment hereunder. Failure by the Employer to pay or provide sufficient details to Jobsocks to establish the payment process described above may result in the temporary or permanent suspension and/or termination by Jobsocks of this Agreement, at its sole discretion.

Changes in Fees and Billing Methods

Jobsocks 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 updated Terms of Use on the Site or by email delivery to you.

Refunds

At Jobsocks we value Employers' satisfaction in using our Site and Service to hire great Candidates. If (1) an Employer hires a Candidate and terminates the Candidate’s Employment based on unsatisfactory performance within thirty (30) days of the Start Date, or (2) a Candidate voluntarily terminates his or her Employment within thirty (30) days of the Start Date, or (3) Candidate does not start Employment because either Employer or Prospective Employer elects not to begin the employment relationship contemplated in the Offer (each, a “Termination Event”), upon written receipt and confirmation of such information, Jobsocks will fully refund to the Employer the Upfront Success Fee related to the Candidate who was the subject of the Termination Event (if such Upfront Success Fee was paid by Employer prior to the Termination Event) and the Candidate agrees to repay any Candidate Fee on first demand from Jobsocks. In the event that the Employer was paying a Monthly Success Fee for the Candidate who was the subject of the Termination Event, no refund shall be owed to the Employer; however, the Employer’s obligation to pay future Monthly Success Fees shall terminate as of the date on which the Candidate’s Employment terminates. No refunds shall be provided for Conversion Upfront Success Fees or for Subscription Employers.

8. Limitations on Liability

Through Jobsock’s Site and Service users of Jobsocks may be able to post content about third parties. Third parties have no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any terms of the Agreement and Jobsocks is not liable to third parties for any content that has been posted or viewed on Jobsock’s Site or Service. For your convenience, the following are some important details of this Agreement that affect your rights and remedies:

• Our Site includes areas where Candidates or Employers may post content about an individual or company. We are not responsible for the posting of this content;
• We are not liable for any contractual obligations or any other obligations that may arise by statute or operation of law, resulting from any employment or commercial relationship, whether attempted or formalized, between Candidates and Employers;
• 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 absolute right to remove, screen, or edit any content at any time and for any reason without any notice to you or any party affected;
• We take no responsibility and assume no liability for any user content that is posted, stored, uploaded, or transmitted via the Site or the Service, or for any loss or damages that may occur because of such user content including, but not limited to defamation, slander, libel, falsehoods, obscenity, or profanity;
• We take no responsibility and assume no liability for any claim, action, petition, demand for arbitration or lawsuit alleging injury or damage resulting from any use of the Site or Service, whether arising in tort or contract, law or equity;
• You agree not to hold any other user of Jobsocks liable for any negative or critical comments, except that you are not obligated to release any other user who submits content that violates any terms of this Agreement or other policies stated anywhere on our Site;
• Jobsocks is not liable under any circumstances to any user for any user content submitted, posted or transmitted by any other user, even if that content violates this Agreement or other policies stated anywhere on our Site, and Jobsocks takes no action to remove that content or terminate that user’s account; and
• Your ability to use or interact with the Site is a privilege, not a right, and we reserve the right to take any action that we deem proper, without notice, to prevent any violation, enforce any provision, or rectify any alleged violations, of this Agreement or any applicable law at our sole discretion.

SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION 8, YOU UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, JOBSOCKS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR SERVICE NOR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT JOBSOCKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES 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, IN EACH CASE ON ANY THEORY OF LIABILITY, RESULTING FROM (A) THE USE OR INABILITY TO USE THE SITE OR SERVICE; (2) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR SERVICE; OR (3) ANY OTHER MATTER RELATED TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION 8, JOBSOCKS WILL NOT BE LIABLE TO A CANDIDATE IN RESPECT OF ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE USE OF THE SITE OR SERVICE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), FOR MORE THAN THE GREATER OF (1) JOBSOCK’S SHARE OF THE SUCCESS FEE PAID BY THE EMPLOYER IN RESPECT OF THE CANDIDATE, OR (2) £150.

SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION 8, JOBSOCKS WILL NOT BE LIABLE TO AN EMPLOYER IN RESPECT OF ANY CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE USE OF THE SITE OR SERVICE, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), FOR MORE THAN JOBSOCK’S SHARE OF THE SUCCESS FEES PAID BY THE EMPLOYER IN RESPECT OF ANY OFFER GIVING RISE TO SUCH CLAIM OR SERIES OF CONNECTED CLAIMS.

NOTWITHSTANDING THE FINANCIAL LIMITATIONS SET OUT ABOVE (BUT SUBJECT ALWAYS TO THE FINAL PARAGRAPH OF THIS SECTION 8), JOBSOCKS AGGREGATE LIABILITY TO A CANDIDATE OR EMPLOYER FOR ALL CLAIMS HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND/OR USE OF THE SITE AND/OR SERVICE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) IN ANY TWELVE MONTH PERIOD SHALL BE LIMITED TO THE GREATER OF £1,000 AND JOBSOCKS SHARE OF THE SUCCESS FEES PAID TO JOBSOCKS IN RESPECT OF THE CANDIDATE OR BY THE RELEVANT EMPLOYER, AS THE CASE MAY BE, IN THE SAME TWELVE MONTH PERIOD.

NOTHING IN THIS AGREEMENT SHALL OPERATE SO AS TO EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY TO THE OTHER FOR DEATH OR PERSONAL INJURY ARISING OUT OF NEGLIGENCE, OR FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.

9. Intellectual Property Rights

The design of the Service along with all text, scripts, graphics, interactive features and the trademarks, service marks and logos contained therein ("Marks") as well as any software, executable code and interfaces comprised within or made available by or through the Service, are subject to copyright and/or other intellectual property rights that are owned by or licensed to Jobsocks under United Kingdom and foreign laws and international conventions. Jobsocks reserves all rights in and to the Service and the Site. You agree to not engage in the use, copying, or distributing of any content contained within the Site and/or Service except in accordance with the terms of this Agreement or in accordance with any other express written permission from us to you.

10. Your License To Jobsocks

You hereby grant to Jobsocks and its owners, affiliates, representatives, licensors, licensees and assignees (the “Jobsocks Parties”) a non-exclusive, fully-paid, royalty-free, world-wide, universal, transferable license to: (1) display, publicly perform, distribute, store, broadcast, transmit and reproduce your logo(s), servicemarks, trademarks and tradenames through the Site, the Service and/or any other medium currently invented or invented in the future; and (2) display, publicly perform, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or any part of the Content and anything we may make with the Content through the Site, the Service and/or any other medium currently invented or invented in the future. Further, you waive and agree never to assert any and all moral rights in and to all of the materials licensed in this Section 10. We reserve the right to display advertisements in connection with the Content. We are not required to host, display, or distribute any of the Content and we may refuse to accept or transmit the Content, and may remove or delete all or any portion of the Content from Jobsocks at any time. By submitting any Content to us, you hereby represent and warrant that you own all rights to the Content or, alternatively, that you have the right to give us the license described above. Finally, you represent and warrant that the Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. You understand that when using the Site and/or the Service you will be exposed to content from a variety of sources, and that Jobsocks is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content, and that such content is not the responsibility of Jobsocks. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Jobsocks Parties with respect thereto, and agree to indemnify and hold the Jobsocks Parties harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.

11. Disclaimer of Warranties

THE SITE AND SERVICE ARE PROVIDED TO YOU ON AN "AS IS" BASIS, FOR YOUR INFORMATION ONLY AND SUBJECT TO THE RESTRICTIONS AND LIMITATIONS SET OUT IN SECTION 8 ABOVE. JOBSOCKS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, JOBSOCKS EXCLUDES AND LIMITS ANY WARRANTY THAT: (1) THE SITE 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 OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE SITE 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.

THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.

12. Indemnity

You agree to defend, indemnify and hold harmless the Jobsocks Parties and their respective officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable legal fees) arising from:

• your use of and access to the Site and Service;
• your breach of any term of this Agreement;
• your violation of any third party right, including without limitation any intellectual property, property, or privacy right;
• any amounts awarded against or required to be paid by the Jobsocks Parties resulting from a finding by a court or tribunal of competent jurisdiction that the Jobsocks Parties are employers or related employers of any Candidate, contractor or consultant employed or retained by Employer; or
• any claim that any of the Content caused damage to a third party.

This defence and indemnification obligation will survive this Agreement and your use of the Site and/or Service.

You also agree that you have a duty to defend us against such claims. You agree that this indemnity extends to requiring you to pay for our reasonable legal fees, court fees, settlements and disbursements. You agree not to settle such a claim on our behalf prior to obtaining our written consent.

13. Applicable Law and Jurisdiction

This Agreement shall be governed by the laws of England and Wales. the English courts shall have exclusive jurisdiction over any claim arising under or in connection with this Agreement.

14. Force Majeure

Neither party shall be responsible to the other for its failure to comply with any part of this Agreement, if this is the result of events beyond its reasonable control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, employment shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, failure or shortage of infrastructure, shortage of materials, or any other event beyond its control (a "Force Majeure Event"), provided that the party affected gives prompt notice in writing to the other party of such Force Majeure Event and uses all reasonable endeavours to continue to perform its obligations under the Agreement. If the Force Majeure Event continues for more than one month, the party not subject to the Force Majeure Event may terminate the Agreement by notice in writing to the other party.

15. Severability; Headings

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it. If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Jobsocks shall have the sole right to elect which provision remains in force. Headings in this Agreement are for reference purposes only and will not be used in its construction and/or interpretation.

16. Non-waiver

No failure or delay by either party in exercising any of its rights or remedies under the Agreement shall operate as a waiver of those rights or remedies. No waiver shall be effective unless in writing and shall apply only in relation to the matter in respect of which it was specifically given. No waiver of any breach of the Agreement is a waiver of any subsequent or other breach.

17. Termination

Jobsocks reserves the right, at its sole discretion, to pursue all off its legal remedies, including but not limited to removal of the Content from the Site (permanently or temporarily) and/or terminate any Services provided to You by Jobsocks, upon any breach by you of this Agreement, or if Jobsocks is unable to verify or authenticate any of the Content.

If you wish to terminate this Agreement, you may do so by notifying Jobsocks at any time and closing your account for the Service. Your notice should be sent in writing, in accordance with Section 21 below. Termination of the Agreement may result in the immediate removal from the Site of any Content that you have submitted to Jobsocks. Jobsocks will not have any liability whatsoever to you for any suspension or termination, including for deletion of the Content.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including but not limited to, ownership provisions, Success Fee provisions, warranty disclaimers, indemnity and limitations of liability.

18. Assignment

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our sole discretion.

19. Notice

Where Jobsocks requires that you provide an e-mail address, you are responsible for providing Jobsocks with your most current e-mail address. In the event that the last e-mail address you provided to Jobsocks is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Jobsocks dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Jobsocks at the following address: Jobsocks, 2 Infinity Close, Portslade, BN41 1AY ATTN: Legal. Such notice shall be deemed given when received by Jobsocks by letter delivered by pre-paid first-class post or other next working day delivery service at the above address.

20. Entire Agreement

The Agreement constitutes the entire agreement between the parties with respect to its subject matter. It replaces and extinguishes all prior agreements and discussions made by or on behalf of the parties, whether oral or written, with respect to such subject matter. Nothing in this clause shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

21. Electronic Communications

For the purposes of this Agreement, you (1) consent to receive communications from Jobsocks in an electronic form (whether by e-mail, through Jobsocks posting notices on the Site or Service, or communications via 3-mail); and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Jobsocks provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

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